The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and restated as follows:
The Shares purchased by each of NT Master and North Tide Capital were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases. The aggregate purchase price of the 2,654,097 Shares beneficially owned by NT Master is approximately $34,848,669, excluding brokerage commissions. The aggregate purchase price of the 254,503 Shares held in the North Tide Account is approximately $2,776,048, excluding brokerage commissions.
Item 5. Interest in Securities of the Issuer.
Items 5(a)-(c) are hereby amended and restated as follows:
The aggregate percentage of Shares reported owned by each person named herein is based upon 33,691,200 Shares outstanding as of November 2, 2015, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 5, 2015.
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(a)
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As of the close of business on November 11, 2015, NT Master beneficially owned 2,654,097 Shares.
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Percentage: Approximately 7.9%
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(b)
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1. Sole power to vote or direct vote: 0
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2. Shared power to vote or direct vote: 2,654,097
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3. Sole power to dispose or direct the disposition: 0
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4. Shared power to dispose or direct the disposition: 2,654,097
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(c)
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The transactions in the Shares by NT Master during the past sixty days are set forth in Schedule A and are incorporated by reference herein.
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(a)
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As of the close of business on November 11, 2015, 254,503 Shares were held in the North Tide Account. North Tide Capital, as the investment manager of NT Master and the North Tide Account, may be deemed the beneficial owner of the (i) 2,654,097 Shares owned by NT Master and (ii) 254,503 Shares held in the North Tide Account.
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Percentage: Approximately 8.6%
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(b)
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1. Sole power to vote or direct vote: 0
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2. Shared power to vote or direct vote: 2,908,600
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3. Sole power to dispose or direct the disposition: 0
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4. Shared power to dispose or direct the disposition: 2,908,600
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(c)
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The transactions in the Shares by North Tide Capital through the North Tide Account and on behalf of NT Master during the past sixty days are set forth in Schedule A and are incorporated by reference herein.
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(a)
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Mr. Laughlin, as the Manager of NT Master and North Tide Capital, may be deemed the beneficial owner of the (i) 2,654,097 Shares owned by NT Master and (ii) 254,503 Shares held in the North Tide Account.
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Percentage: Approximately 8.6%
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(b)
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1. Sole power to vote or direct vote: 0
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2. Shared power to vote or direct vote: 2,908,600
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3. Sole power to dispose or direct the disposition: 0
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4. Shared power to dispose or direct the disposition: 2,908,600
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(c)
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Mr. Laughlin has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of NT Master and through the North Tide Account during the past sixty days are set forth in Schedule A and are incorporated by reference herein.
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Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: November 12, 2015
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North Tide Capital Master, LP
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By:
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North Tide Capital GP, LLC
its General Partner
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By:
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Conan Laughlin, Manager
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North Tide Capital, LLC
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By:
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Conan Laughlin, Manager
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Conan Laughlin, Individually
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SCHEDULE A
Transactions in the Shares During the Past Sixty (60) Days
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Shares of Common
Stock Purchased/(Sold)
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Price Per
Share($)
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Date of
Purchase/Sale
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NORTH TIDE CAPITAL MASTER, LP
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(51,465)
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39.3200
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10/26/2015
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(123,187)
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40.0900
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10/28/2015
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(33,763)
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39.8300
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10/29/2015
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(912)
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39.7483
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10/30/2015
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(102,200)
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39.6697
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10/30/2015
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(30,934)
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39.4000
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10/30/2015
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(85,611)
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40.0696
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11/02/2015
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(75,354)
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40.0426
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11/03/2015
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(123,187)
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39.8550
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11/03/2015
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(45,625)
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40.1632
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11/04/2015
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(118,717)
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40.3460
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11/04/2015
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(30,295)
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43.0128
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11/05/2015
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(91,250)
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43.8134
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11/05/2015
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(31,937)
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43.5840
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11/10/2015
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(3,103)
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42.0312
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11/11/2015
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(48,363)
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41.0002
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11/11/2015
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NORTH TIDE CAPITAL, LLC
(Through the North Tide Account)
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(4,935)
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39.3200
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10/26/2015
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(11,813)
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40.0900
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10/28/2015
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(3,237)
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39.8300
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10/29/2015
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(88)
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39.7483
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10/30/2015
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(9,800)
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39.6697
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10/30/2015
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(2,966)
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39.4000
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10/30/2015
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(8,209)
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40.0696
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11/02/2015
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(7,226)
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40.0426
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11/03/2015
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(11,813)
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39.8550
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11/03/2015
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(4,375)
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40.1632
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11/04/2015
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(11,383)
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40.3460
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11/04/2015
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(2,905)
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43.0128
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11/05/2015
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(8,750)
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43.8134
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11/05/2015
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(3,063)
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43.5840
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11/10/2015
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(297)
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42.0312
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11/11/2015
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(4,637)
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41.0002
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11/11/2015
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