The following constitutes Amendment No. 6 to the Schedule 13D filed by the undersigned (“Amendment No. 6”). This Amendment No. 6 amends the Schedule 13D as specifically set forth herein.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 3 is hereby amended and restated to read as follows:
The Shares purchased by each of Starboard V&O Fund, Starboard S LLC and Starboard C LP and held in the Starboard Value LP Account 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, except as otherwise noted, as set forth in Schedule A to the Schedule 13D, which is incorporated by reference herein. The aggregate purchase price of the 25,564,402 Shares beneficially owned by Starboard V&O Fund is approximately $37,313,571, excluding brokerage commissions. Such aggregate purchase price includes $22,151,750, which is the purchase price of $22,715,000 principal amount of the Notes convertible into 13,791,742 Shares. The aggregate purchase price of the 5,489,484 Shares beneficially owned by Starboard S LLC is approximately $8,081,952, excluding brokerage commissions. Such aggregate purchase price includes $4,629,750, which is the purchase price of $4,695,000 principal amount of the Notes convertible into 2,850,637 Shares. The aggregate purchase price of the 2,637,166 Shares beneficially owned by Starboard C LP is approximately $3,424,773, excluding brokerage commissions. Such aggregate purchase price includes $774,038, which is the purchase price of $795,000 principal amount of the Notes convertible into 482,696 Shares. The aggregate purchase price of the 8,588,646 Shares held in the Starboard Value LP Account is approximately $12,663,416, excluding brokerage commissions. Such aggregate purchase price includes $7,260,250, which is the purchase price of $7,345,000 principal amount of the Notes convertible into 4,459,623 Shares.
The 137,565 Shares beneficially owned by Mr. Smith represent restricted stock units (“RSUs”) that have vested, which were granted to Mr. Smith as compensation for his service on the Board of Directors of the Issuer.
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Item 5.
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Interest in Securities of the Issuer.
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Items 5(a)-(c) are hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by each person named herein is calculated using as the numerator the respective Shares held by each Reporting Person, including Shares issuable upon conversion of the Notes, and as the denominator 263,919,475 Shares outstanding, as of October 30, 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 6, 2015, plus the number of Shares issuable upon conversion of the Notes held by such Reporting Person.
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(a)
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As of the close of business on January 26, 2016, Starboard V&O Fund beneficially owned 25,564,402 Shares, including 13,791,742 Shares underlying the Notes.
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Percentage: Approximately 9.2%
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(b)
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1. Sole power to vote or direct vote: 25,564,402
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 25,564,402
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4. Shared power to dispose or direct the disposition: 0
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(c)
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The transactions in the Shares by Starboard V&O Fund during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
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(a)
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As of the close of business on January 26, 2016, Starboard S LLC beneficially owned 5,489,484 Shares, including 2,850,637 Shares underlying the Notes.
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Percentage: Approximately 2.1%
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(b)
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1. Sole power to vote or direct vote: 5,489,484
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 5,489,484
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4. Shared power to dispose or direct the disposition: 0
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(c)
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The transactions in the Shares by Starboard S LLC during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
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(a)
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As of the close of business on January 26, 2016, Starboard C LP beneficially owned 2,637,166 Shares, including 482,696 Shares underlying the Notes.
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Percentage: Less than 1%
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(b)
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1. Sole power to vote or direct vote: 2,637,166
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 2,637,166
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4. Shared power to dispose or direct the disposition: 0
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(c)
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The transactions in the Shares by Starboard C LP during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
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(a)
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Starboard R LP, as the general partner of Starboard C LP, may be deemed the beneficial owner of the 2,637,166 shares owned by Starboard C LP.
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Percentage: Less than 1%
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(b)
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1. Sole power to vote or direct vote: 2,637,166
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 2,637,166
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4. Shared power to dispose or direct the disposition: 0
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(c)
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Starboard R LP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of Starboard C LP during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
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E. Starboard R GP
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(a)
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Starboard R GP, as the general partner of Starboard R LP, may be deemed the beneficial owner of the 2,637,166 shares owned by Starboard C LP.
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Percentage: Less than 1%
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(b)
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1. Sole power to vote or direct vote: 2,637,166
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 2,637,166
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4. Shared power to dispose or direct the disposition: 0
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(c)
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Starboard R GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of Starboard C LP during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
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(a)
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As of the close of business on January 26, 2016, 8,588,646 Shares were held in the Starboard Value LP Account, including 4,459,623 Shares underlying the Notes. Starboard Value LP, as the investment manager of Starboard V&O Fund, Starboard C LP and the Starboard Value Account and the manager of Starboard S LLC, may be deemed the beneficial owner of the (i) 25,564,402 Shares owned by Starboard V&O Fund, (ii) 5,489,484 Shares owned by Starboard S LLC, (iii) 2,637,166 Shares owned by Starboard C LP and (iv) 8,588,646 Shares held in the Starboard Value LP Account.
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Percentage: Approximately 14.8%
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(b)
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1. Sole power to vote or direct vote: 42,279,698
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 42,279,698
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4. Shared power to dispose or direct the disposition: 0
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(c)
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The transactions in the Shares by Starboard Value LP through the Starboard Value LP Account and on behalf of each of Starboard V&O Fund, Starboard S LLC and Starboard C LP during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
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(a)
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Starboard Value GP, as the general partner of Starboard Value LP, may be deemed the beneficial owner of the (i) 25,564,402 Shares owned by Starboard V&O Fund, (ii) 5,489,484 Shares owned by Starboard S LLC, (iii) 2,637,166 Shares owned by Starboard C LP and (iv) 8,588,646 Shares held in the Starboard Value LP Account.
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Percentage: Approximately 14.8%
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(b)
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1. Sole power to vote or direct vote: 42,279,698
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 42,279,698
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4. Shared power to dispose or direct the disposition: 0
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(c)
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Starboard Value GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard Value LP Account during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
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(a)
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Principal Co, as a member of Starboard Value GP, may be deemed the beneficial owner of the (i) 25,564,402 Shares owned by Starboard V&O Fund, (ii) 5,489,484 Shares owned by Starboard S LLC, (iii) 2,637,166 Shares owned by Starboard C LP and (iv) 8,588,646 Shares held in the Starboard Value LP Account.
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Percentage: Approximately 14.8%
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(b)
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1. Sole power to vote or direct vote: 42,279,698
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 42,279,698
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4. Shared power to dispose or direct the disposition: 0
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(c)
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Principal Co has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard Value LP Account during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
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(a)
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Principal GP, as the general partner of Principal Co, may be deemed the beneficial owner of the (i) 25,564,402 Shares owned by Starboard V&O Fund, (ii) 5,489,484 Shares owned by Starboard S LLC, (iii) 2,637,166 Shares owned by Starboard C LP and (iv) 8,588,646 Shares held in the Starboard Value LP Account.
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Percentage: Approximately 14.8%
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(b)
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1. Sole power to vote or direct vote: 42,279,698
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 42,279,698
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4. Shared power to dispose or direct the disposition: 0
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(c)
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Principal GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard Value LP Account during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
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J.
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Messrs. Mitchell and Feld
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(a)
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Each of Messrs. Mitchell and Feld, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed the beneficial owner of the (i) 25,564,402 Shares owned by Starboard V&O Fund, (ii) 5,489,484 Shares owned by Starboard S LLC, (iii) 2,637,166 Shares owned by Starboard C LP and (iv) 8,588,646 Shares held in the Starboard Value LP Account.
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Percentage: Approximately 14.8%
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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: 42,279,698
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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: 42,279,698
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(c)
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None of Messrs. Mitchell or Feld has entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard Value LP Account during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
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(a)
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As of the close of business on January 26, 2016, Mr. Smith beneficially owned 137,565 Shares representing RSUs that have vested. Mr. Smith, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed the beneficial owner of the (i) 25,564,402 Shares owned by Starboard V&O Fund, (ii) 5,489,484 Shares owned by Starboard S LLC, (iii) 2,637,166 Shares owned by Starboard C LP and (iv) 8,588,646 Shares held in the Starboard Value LP Account.
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Percentage: Approximately 14.9%
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(b)
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1. Sole power to vote or direct vote: 137,565
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2. Shared power to vote or direct vote: 42,279,698
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3. Sole power to dispose or direct the disposition: 137,565
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4. Shared power to dispose or direct the disposition: 42,279,698
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(c)
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Mr. Smith has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard Value LP Account during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
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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: January 26, 2016
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STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
By: Starboard Value LP,
its investment manager
STARBOARD VALUE AND OPPORTUNITY S LLC
By: Starboard Value LP,
its manager
STARBOARD VALUE AND OPPORTUNITY C LP
By: Starboard Value R LP,
its general partner
STARBOARD VALUE R LP
By: Starboard Value R GP LLC,
its general partner
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STARBOARD VALUE LP
By: Starboard Value GP LLC,
its general partner
STARBOARD VALUE GP LLC
By: Starboard Principal Co LP,
its member
STARBOARD PRINCIPAL CO LP
By: Starboard Principal Co GP LLC,
its general partner
STARBOARD PRINCIPAL CO GP LLC
STARBOARD VALUE R GP LLC
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By:
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Name:
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Jeffrey C. Smith
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Title:
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Authorized Signatory
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JEFFREY C. SMITH
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Individually and as attorney-in-fact for Mark R. Mitchell and Peter A. Feld
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SCHEDULE A
Transactions in the Shares During the Past Sixty 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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STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
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(1,137,730)
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0.7252
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01/22/2016
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(1,706,594)
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0.7000
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01/25/2016
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STARBOARD VALUE AND OPPORTUNITY S LLC
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(255,022)
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0.7252
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01/22/2016
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(382,534)
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0.7000
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01/25/2016
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STARBOARD VALUE AND OPPORTUNITY C LP
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(208,212)
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0.7252
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01/22/2016
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(312,318)
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0.7000
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01/25/2016
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STARBOARD VALUE LP
(Through the Starboard Value LP Account)
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(399,036)
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0.7252
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01/22/2016
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(598,554)
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0.7000
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01/25/2016
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