Amended Statement of Beneficial Ownership (sc 13d/a)
20 Januar 2023 - 11:26PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 6)1
Pediatrix Medical Group, Inc.
(Name
of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
58502B106
(CUSIP Number)
JEFFREY C. SMITH
STARBOARD VALUE LP
777 Third Avenue, 18th Floor
New York, New York 10017
(212) 845-7977
STEVE WOLOSKY, ESQ.
ANDREW FREEDMAN, ESQ.
OLSHAN FROME WOLOSKY LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
January 18, 2023
(Date of Event Which Requires
Filing of This Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box ¨.
Note: Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
§ 240.13d-7 for other parties to whom copies are to be sent.
1
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.
The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
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1 |
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NAME OF REPORTING PERSON |
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STARBOARD VALUE LP |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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DELAWARE |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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3,348,578 |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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- 0 - |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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3,348,578 |
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10 |
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SHARED DISPOSITIVE POWER |
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- 0 - |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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3,348,578 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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4.0% |
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14 |
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TYPE OF REPORTING PERSON |
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PN |
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1 |
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NAME OF REPORTING PERSON |
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STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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WC |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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CAYMAN ISLANDS |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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1,834,014 |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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- 0 - |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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1,834,014 |
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10 |
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SHARED DISPOSITIVE POWER |
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- 0 - |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,834,014 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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2.2% |
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TYPE OF REPORTING PERSON |
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CO |
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1 |
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NAME OF REPORTING PERSON |
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STARBOARD VALUE AND OPPORTUNITY S LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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WC |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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DELAWARE |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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325,702 |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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- 0 - |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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325,702 |
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10 |
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SHARED DISPOSITIVE POWER |
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- 0 - |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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325,702 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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Less than 1% |
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14 |
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TYPE OF REPORTING PERSON |
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OO |
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1 |
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NAME OF REPORTING PERSON |
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STARBOARD VALUE AND OPPORTUNITY C LP |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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WC |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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DELAWARE |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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189,302 |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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- 0 - |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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189,302 |
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10 |
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SHARED DISPOSITIVE POWER |
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- 0 - |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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189,302 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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Less than 1% |
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14 |
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TYPE OF REPORTING PERSON |
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PN |
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1 |
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NAME OF REPORTING PERSON |
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STARBOARD VALUE R LP |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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DELAWARE |
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NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
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SHARES |
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|
BENEFICIALLY |
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|
189,302 |
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OWNED BY |
|
8 |
|
SHARED VOTING POWER |
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EACH |
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REPORTING |
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- 0 - |
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PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
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|
189,302 |
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|
10 |
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SHARED DISPOSITIVE POWER |
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|
- 0 - |
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|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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|
189,302 |
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|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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Less than 1% |
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14 |
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TYPE OF REPORTING PERSON |
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PN |
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1 |
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NAME OF REPORTING PERSON |
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STARBOARD VALUE R GP LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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DELAWARE |
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NUMBER OF |
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7 |
|
SOLE VOTING POWER |
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SHARES |
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|
BENEFICIALLY |
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366,986 |
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OWNED BY |
|
8 |
|
SHARED VOTING POWER |
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EACH |
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REPORTING |
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- 0 - |
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PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
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366,986 |
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10 |
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SHARED DISPOSITIVE POWER |
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- 0 - |
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|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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|
366,986 |
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|
12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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Less than 1% |
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14 |
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TYPE OF REPORTING PERSON |
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OO |
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1 |
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NAME OF REPORTING PERSON |
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STARBOARD VALUE AND OPPORTUNITY MASTER FUND L LP |
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2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
|
SOURCE OF FUNDS |
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|
WC |
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|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
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|
CAYMAN ISLANDS |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
177,684 |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
- 0 - |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
177,684 |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
177,684 |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
Less than 1% |
|
|
14 |
|
TYPE OF REPORTING PERSON |
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|
PN |
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|
|
1 |
|
NAME OF REPORTING PERSON |
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|
STARBOARD VALUE L LP |
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
|
|
|
|
(b) ☐ |
|
|
|
|
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS |
|
|
|
|
|
|
|
|
|
|
OO |
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
|
|
|
|
|
DELAWARE |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
177,684 |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
- 0 - |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
177,684 |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
177,684 |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
Less than 1% |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
PN |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
STARBOARD X MASTER FUND LTD |
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
|
|
|
|
(b) ☐ |
|
|
|
|
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS |
|
|
|
|
|
|
|
|
|
|
WC |
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
|
|
|
|
|
CAYMAN ISLANDS |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
258,878 |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
- 0 - |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
258,878 |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
258,878 |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
Less than 1% |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
CO |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
STARBOARD VALUE GP LLC |
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
|
|
|
|
(b) ☐ |
|
|
|
|
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS |
|
|
|
|
|
|
|
|
|
|
OO |
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
|
|
|
|
|
DELAWARE |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
3,348,578 |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
- 0 - |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
3,348,578 |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
3,348,578 |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
4.0% |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
OO |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
STARBOARD PRINCIPAL CO LP |
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
|
|
|
|
(b) ☐ |
|
|
|
|
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS |
|
|
|
|
|
|
|
|
|
|
OO |
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
|
|
|
|
|
DELAWARE |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
3,348,578 |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
- 0 - |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
3,348,578 |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
3,348,578 |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
4.0% |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
PN |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
STARBOARD PRINCIPAL CO GP LLC |
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
|
|
|
|
(b) ☐ |
|
|
|
|
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS |
|
|
|
|
|
|
|
|
|
|
OO |
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
|
|
|
|
|
DELAWARE |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
3,348,578 |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
- 0 - |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
3,348,578 |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
3,348,578 |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
4.0% |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
OO |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
JEFFREY C. SMITH |
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
|
|
|
|
(b) ☐ |
|
|
|
|
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS |
|
|
|
|
|
|
|
|
|
|
OO |
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
|
|
|
|
|
USA |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
- 0 - |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
3,348,578 |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
3,348,578 |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
3,348,578 |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
4.0% |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
IN |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
PETER A. FELD |
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
|
|
|
|
(b) ☐ |
|
|
|
|
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS |
|
|
|
|
|
|
|
|
|
|
OO |
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
|
|
|
|
|
USA |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
- 0 - |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
3,348,578 |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
3,348,578 |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
3,348,578 |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
4.0% |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
IN |
|
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.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended
and restated to read as follows:
The Shares purchased by each
of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master 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, which is incorporated by reference herein.
The aggregate purchase price
of the 1,834,014 Shares beneficially owned by Starboard V&O Fund is approximately $33,313,826, excluding brokerage commissions. The
aggregate purchase price of the 325,702 Shares beneficially owned by Starboard S LLC is approximately $6,719,093, excluding brokerage
commissions. The aggregate purchase price of the 189,302 Shares beneficially owned by Starboard C LP is approximately $3,897,519, excluding
brokerage commissions. The aggregate purchase price of the 177,684 Shares beneficially owned by Starboard L Master is approximately $3,403,057,
excluding brokerage commissions. The aggregate purchase price of the 258,878 Shares beneficially owned by Starboard X Master is approximately
$4,290,688, excluding brokerage commissions. The aggregate purchase price of the 562,998 Shares held in the Starboard Value LP Account
is approximately $11,306,901, excluding brokerage commissions.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 is hereby amended
and restated to read as follows:
The aggregate percentage
of Shares reported owned by each person named herein is based upon 83,069,757 Shares outstanding, as of October 28, 2022, 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 3, 2022.
| (a) | As of the close of business on January 20, 2023, Starboard V&O Fund beneficially owned 1,834,014 Shares. |
Percentage: Approximately
2.2%
| (b) | 1. Sole power to vote or direct vote: 1,834,014
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,834,014
4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by Starboard V&O Fund since the filing of Amendment No. 5 to the Schedule
13D are set forth in Schedule A and are incorporated herein by reference. |
| (a) | As of the close of business on January 20, 2023, Starboard S LLC beneficially owned 325,702 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 325,702
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 325,702
4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by Starboard S LLC since the filing of Amendment No. 5 to the Schedule
13D are set forth in Schedule A and are incorporated herein by reference. |
| (a) | As of the close of business on January 20, 2023, Starboard C LP beneficially owned 189,302 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 189,302
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 189,302
4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by Starboard C LP since the filing of Amendment No. 5 to the Schedule 13D
are set forth in Schedule A and are incorporated herein by reference. |
| (a) | Starboard R LP, as the general partner of Starboard C LP, may be deemed the beneficial owner of the 189,302
Shares owned by Starboard C LP. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 189,302
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 189,302
4. Shared power to dispose or direct the disposition: 0 |
| (c) | Starboard R LP has not entered into any transactions in the Shares since the filing of Amendment No. 5
to the Schedule 13D. The transactions in the Shares on behalf of Starboard C LP since the filing of Amendment No. 5 to the Schedule 13D
are set forth in Schedule A and are incorporated herein by reference. |
| (a) | Starboard R GP, as the general partner of Starboard R LP and Starboard L GP, may be deemed the beneficial
owner of the (i) 189,302 Shares owned by Starboard C LP and (ii) 177,684 Shares owned by Starboard L Master. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 366,986
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 366,986
4. Shared power to dispose or direct the disposition: 0 |
| (c) | Starboard R GP has not entered into any transactions in the Shares since the filing of Amendment No. 5
to the Schedule 13D. The transactions in the Shares on behalf of each of Starboard C LP and Starboard L Master since the filing of Amendment
No. 5 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| (a) | As of the close of business on January 20, 2023, Starboard L Master beneficially owned 177,684 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 177,684
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 177,684
4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by Starboard L Master since the filing of Amendment No. 5 to the Schedule
13D are set forth in Schedule A and are incorporated herein by reference. |
| (a) | Starboard L GP, as the general partner of Starboard L Master, may be deemed the beneficial owner of the
177,684 Shares owned by Starboard L Master. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 177,684
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 177,684
4. Shared power to dispose or direct the disposition: 0 |
| (c) | Starboard L GP has not entered into any transactions in the Shares since the filing of Amendment No. 5
to the Schedule 13D. The transactions in the Shares on behalf of Starboard L Master since the filing of Amendment No. 5 to the Schedule
13D are set forth in Schedule A and are incorporated herein by reference. |
| (a) | As of the close of business on January 20, 2023, Starboard X Master beneficially owned 258,878 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 258,878
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 258,878
4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by Starboard X Master since the filing of Amendment No. 5 to the Schedule
13D are set forth in Schedule A and are incorporated herein by reference. |
| (a) | As of the close of business on January 20, 2023, 562,998 Shares were held
in the Starboard Value LP Account. Starboard Value LP, as the investment manager of Starboard V&O Fund, Starboard C LP, Starboard
L Master, Starboard X Master and the Starboard Value LP Account and the manager of Starboard S LLC, may be deemed the beneficial owner
of the (i) 1,834,014 Shares owned by Starboard V&O Fund, (ii) 325,702 Shares owned by Starboard S LLC, (iii) 189,302 Shares owned
by Starboard C LP, (iv) 177,684 Shares owned by Starboard L Master, (v) 258,878 Shares owned by Starboard X Master and (vi) 562,998 Shares
held in the Starboard Value LP Account. |
Percentage: Approximately
4.0%
| (b) | 1. Sole power to vote or direct vote: 3,348,578
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 3,348,578
4. Shared power to dispose or direct the disposition: 0 |
| (c) | 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, Starboard C LP, Starboard L Master and Starboard X Master since the filing of Amendment
No. 5 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| (a) | Starboard Value GP, as the general partner of Starboard Value LP, may be
deemed the beneficial owner of the (i) 1,834,014 Shares owned by Starboard V&O Fund, (ii) 325,702 Shares owned by Starboard S LLC,
(iii) 189,302 Shares owned by Starboard C LP, (iv) 177,684 Shares owned by Starboard L Master, (v) 258,878 Shares owned by Starboard X
Master and (vi) 562,998 Shares held in the Starboard Value LP Account. |
Percentage: Approximately
4.0%
| (b) | 1. Sole power to vote or direct vote: 3,348,578
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 3,348,578
4. Shared power to dispose or direct the disposition: 0 |
| (c) | Starboard Value GP has not entered into any transactions in the Shares since the filing of Amendment No.
5 to the Schedule 13D. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard
L Master, Starboard X Master and through the Starboard Value LP Account since the filing of Amendment No. 5 to the Schedule 13D are set
forth in Schedule A and are incorporated herein by reference. |
| (a) | Principal Co, as a member of Starboard Value GP, may be deemed the beneficial
owner of the (i) 1,834,014 Shares owned by Starboard V&O Fund, (ii) 325,702 Shares owned by Starboard S LLC, (iii) 189,302 Shares
owned by Starboard C LP, (iv) 177,684 Shares owned by Starboard L Master, (v) 258,878 Shares owned by Starboard X Master and (vi) 562,998
Shares held in the Starboard Value LP Account. |
Percentage: Approximately
4.0%
| (b) | 1. Sole power to vote or direct vote: 3,348,578
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 3,348,578
4. Shared power to dispose or direct the disposition: 0 |
| (c) | Principal Co has not entered into any transactions in the Shares since the filing of Amendment No. 5 to
the Schedule 13D. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard
L Master, Starboard X Master and through the Starboard Value LP Account since the filing of Amendment No. 5 to the Schedule 13D are set
forth in Schedule A and are incorporated herein by reference. |
| (a) | Principal GP, as the general partner of Principal Co, may be deemed the
beneficial owner of the (i) 1,834,014 Shares owned by Starboard V&O Fund, (ii) 325,702 Shares owned by Starboard S LLC, (iii) 189,302
Shares owned by Starboard C LP, (iv) 177,684 Shares owned by Starboard L Master, (v) 258,878 Shares owned by Starboard X Master and (vi)
562,998 Shares held in the Starboard Value LP Account. |
Percentage: Approximately
4.0%
| (b) | 1. Sole power to vote or direct vote: 3,348,578
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 3,348,578
4. Shared power to dispose or direct the disposition: 0 |
| (c) | Principal GP has not entered into any transactions in the Shares since the filing of Amendment No. 5 to
the Schedule 13D. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard
L Master, Starboard X Master and through the Starboard Value LP Account since the filing of Amendment No. 5 to the Schedule 13D are set
forth in Schedule A and are incorporated herein by reference. |
| (a) | Each of Messrs. Smith 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) 1,834,014 Shares owned by Starboard V&O Fund, (ii) 325,702 Shares owned by Starboard S LLC, (iii) 189,302 Shares owned
by Starboard C LP, (iv) 177,684 Shares owned by Starboard L Master, (v) 258,878 Shares owned by Starboard X Master and (vi) 562,998 Shares
held in the Starboard Value LP Account. |
Percentage: Approximately
4.0%
| (b) | 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 3,348,578
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 3,348,578 |
| (c) | None of Messrs. Smith or Feld has entered into any transactions in the Shares since the filing of Amendment
No. 5 to the Schedule 13D. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP,
Starboard L Master, Starboard X Master and through the Starboard Value LP Account since the filing of Amendment No. 5 to the Schedule
13D are set forth in Schedule A and are incorporated herein by reference. |
The filing of this Schedule
13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934,
as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically
disclaims beneficial ownership of the securities reported herein that he or it does not directly own.
| (d) | No person other than the Reporting Persons is known to have the right to receive, or the power to direct
the receipt of dividends from, or proceeds from the sale of, the Shares. |
| (e) | As of January 19, 2023, the Reporting Persons ceased to beneficially own more than 5% of the outstanding
Shares of the Issuer. |
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 20, 2023
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 X MASTER FUND LTD
By: Starboard Value LP,
its investment 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
STARBOARD VALUE AND OPPORTUNITY MASTER FUND L LP
By: Starboard Value L LP,
its general partner |
|
STARBOARD VALUE L LP
By: Starboard Value R GP LLC,
its general partner
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 |
|
|
By: |
/s/ Jeffrey C. Smith |
|
Name: |
Jeffrey C. Smith |
|
Title: |
Authorized Signatory |
|
|
/s/ Jeffrey C. Smith |
JEFFREY C. SMITH |
Individually and as attorney-in-fact for Peter A. Feld |
SCHEDULE A
Transactions in the Shares Since the Filing
of Amendment No. 5 to the Schedule 13D
Nature of the Transaction |
Amount of Securities
(Sold) |
Price ($) |
Date of
Sale |
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
Sale of Common Stock |
(12,542) |
15.8950 |
12/09/2022 |
Sale of Common Stock |
(55) |
15.8950 |
12/09/2022 |
Sale of Common Stock |
(3,885) |
15.6833 |
12/09/2022 |
Sale of Common Stock |
(1,314) |
15.5381 |
12/12/2022 |
Sale of Common Stock |
(12,489) |
15.3850 |
12/12/2022 |
Sale of Common Stock |
(16,206) |
15.7185 |
12/13/2022 |
Sale of Common Stock |
(46,342) |
15.7047 |
12/13/2022 |
Sale of Common Stock |
(43,816) |
15.6334 |
12/13/2022 |
Sale of Common Stock |
(19,512) |
15.5682 |
12/13/2022 |
Sale of Common Stock |
(16,613) |
15.5841 |
12/14/2022 |
Sale of Common Stock |
(274) |
15.0300 |
12/20/2022 |
Sale of Common Stock |
(39,517) |
15.1590 |
12/21/2022 |
Sale of Common Stock |
(23,200) |
15.2333 |
12/22/2022 |
Sale of Common Stock |
(3,311) |
15.1912 |
12/23/2022 |
Sale of Common Stock |
(55) |
15.0000 |
12/28/2022 |
Sale of Common Stock |
(2,420) |
15.0000 |
12/29/2022 |
Sale of Common Stock |
(10,954) |
15.1093 |
01/03/2023 |
Sale of Common Stock |
(24,647) |
15.3776 |
01/04/2023 |
Sale of Common Stock |
(3,867) |
15.1538 |
01/05/2023 |
Sale of Common Stock |
(21,046) |
15.0101 |
01/05/2023 |
Sale of Common Stock |
(36,581) |
15.0065 |
01/06/2023 |
Sale of Common Stock |
(8,304) |
15.0873 |
01/09/2023 |
Sale of Common Stock |
(41,078) |
15.2220 |
01/10/2023 |
Sale of Common Stock |
(49,293) |
15.3493 |
01/11/2023 |
Sale of Common Stock |
(839) |
15.2850 |
01/11/2023 |
Sale of Common Stock |
(273,850) |
16.1661 |
01/18/2023 |
Sale of Common Stock |
(20,037) |
15.7090 |
01/18/2023 |
Sale of Common Stock |
(50,762) |
15.5500 |
01/19/2023 |
Sale of Common Stock |
(17,605) |
15.5154 |
01/19/2023 |
Sale of Common Stock |
(164,310) |
15.5050 |
01/19/2023 |
Sale of Common Stock |
(28,808) |
15.5042 |
01/19/2023 |
Sale of Common Stock |
(23,806) |
15.5099 |
01/20/2023 |
Sale of Common Stock |
(50,205) |
15.5018 |
01/20/2023 |
Sale of Common Stock |
(338,086) |
15.3597 |
01/20/2023 |
STARBOARD VALUE AND OPPORTUNITY C LP
Sale of Common Stock |
(1,295) |
15.8950 |
12/09/2022 |
Sale of Common Stock |
(5) |
15.8950 |
12/09/2022 |
Sale of Common Stock |
(401) |
15.6833 |
12/09/2022 |
Sale of Common Stock |
(136) |
15.5381 |
12/12/2022 |
Sale of Common Stock |
(1,289) |
15.3850 |
12/12/2022 |
Sale of Common Stock |
(1,673) |
15.7185 |
12/13/2022 |
Sale of Common Stock |
(4,783) |
15.7047 |
12/13/2022 |
Sale of Common Stock |
(4,523) |
15.6334 |
12/13/2022 |
Sale of Common Stock |
(2,014) |
15.5682 |
12/13/2022 |
Sale of Common Stock |
(1,715) |
15.5841 |
12/14/2022 |
Sale of Common Stock |
(28) |
15.0300 |
12/20/2022 |
Sale of Common Stock |
(4,079) |
15.1590 |
12/21/2022 |
Sale of Common Stock |
(2,395) |
15.2333 |
12/22/2022 |
Sale of Common Stock |
(342) |
15.1912 |
12/23/2022 |
Sale of Common Stock |
(5) |
15.0000 |
12/28/2022 |
Sale of Common Stock |
(250) |
15.0000 |
12/29/2022 |
Sale of Common Stock |
(1,131) |
15.1093 |
01/03/2023 |
Sale of Common Stock |
(2,544) |
15.3776 |
01/04/2023 |
Sale of Common Stock |
(399) |
15.1538 |
01/05/2023 |
Sale of Common Stock |
(2,172) |
15.0101 |
01/05/2023 |
Sale of Common Stock |
(3,776) |
15.0065 |
01/06/2023 |
Sale of Common Stock |
(857) |
15.0873 |
01/09/2023 |
Sale of Common Stock |
(4,240) |
15.2220 |
01/10/2023 |
Sale of Common Stock |
(5,087) |
15.3493 |
01/11/2023 |
Sale of Common Stock |
(87) |
15.2850 |
01/11/2023 |
Sale of Common Stock |
(28,266) |
16.1661 |
01/18/2023 |
Sale of Common Stock |
(2,068) |
15.7090 |
01/18/2023 |
Sale of Common Stock |
(5,240) |
15.5500 |
01/19/2023 |
Sale of Common Stock |
(1,817) |
15.5154 |
01/19/2023 |
Sale of Common Stock |
(16,960) |
15.5050 |
01/19/2023 |
Sale of Common Stock |
(2,974) |
15.5042 |
01/19/2023 |
Sale of Common Stock |
(2,457) |
15.5099 |
01/20/2023 |
Sale of Common Stock |
(5,182) |
15.5018 |
01/20/2023 |
Sale of Common Stock |
(34,896) |
15.3597 |
01/20/2023 |
STARBOARD VALUE AND OPPORTUNITY S LLC
Sale of Common Stock |
(2,227) |
15.8950 |
12/09/2022 |
Sale of Common Stock |
(10) |
15.8950 |
12/09/2022 |
Sale of Common Stock |
(690) |
15.6833 |
12/09/2022 |
Sale of Common Stock |
(233) |
15.5381 |
12/12/2022 |
Sale of Common Stock |
(2,218) |
15.3850 |
12/12/2022 |
Sale of Common Stock |
(2,878) |
15.7185 |
12/13/2022 |
Sale of Common Stock |
(8,230) |
15.7047 |
12/13/2022 |
Sale of Common Stock |
(7,781) |
15.6334 |
12/13/2022 |
Sale of Common Stock |
(3,465) |
15.5682 |
12/13/2022 |
Sale of Common Stock |
(2,950) |
15.5841 |
12/14/2022 |
Sale of Common Stock |
(49) |
15.0300 |
12/20/2022 |
Sale of Common Stock |
(7,018) |
15.1590 |
12/21/2022 |
Sale of Common Stock |
(4,120) |
15.2333 |
12/22/2022 |
Sale of Common Stock |
(588) |
15.1912 |
12/23/2022 |
Sale of Common Stock |
(10) |
15.0000 |
12/28/2022 |
Sale of Common Stock |
(430) |
15.0000 |
12/29/2022 |
Sale of Common Stock |
(1,945) |
15.1093 |
01/03/2023 |
Sale of Common Stock |
(4,377) |
15.3776 |
01/04/2023 |
Sale of Common Stock |
(687) |
15.1538 |
01/05/2023 |
Sale of Common Stock |
(3,738) |
15.0101 |
01/05/2023 |
Sale of Common Stock |
(6,496) |
15.0065 |
01/06/2023 |
Sale of Common Stock |
(1,475) |
15.0873 |
01/09/2023 |
Sale of Common Stock |
(7,294) |
15.2220 |
01/10/2023 |
Sale of Common Stock |
(8,754) |
15.3493 |
01/11/2023 |
Sale of Common Stock |
(149) |
15.2850 |
01/11/2023 |
Sale of Common Stock |
(48,633) |
16.1661 |
01/18/2023 |
Sale of Common Stock |
(3,559) |
15.7090 |
01/18/2023 |
Sale of Common Stock |
(9,015) |
15.5500 |
01/19/2023 |
Sale of Common Stock |
(3,126) |
15.5154 |
01/19/2023 |
Sale of Common Stock |
(29,179) |
15.5050 |
01/19/2023 |
Sale of Common Stock |
(5,116) |
15.5042 |
01/19/2023 |
Sale of Common Stock |
(4,228) |
15.5099 |
01/20/2023 |
Sale of Common Stock |
(8,916) |
15.5018 |
01/20/2023 |
Sale of Common Stock |
(60,041) |
15.3597 |
01/20/2023 |
STARBOARD VALUE AND OPPORTUNITY MASTER FUND L
LP
Sale of Common Stock |
(1,215) |
15.8950 |
12/09/2022 |
Sale of Common Stock |
(5) |
15.8950 |
12/09/2022 |
Sale of Common Stock |
(376) |
15.6833 |
12/09/2022 |
Sale of Common Stock |
(127) |
15.5381 |
12/12/2022 |
Sale of Common Stock |
(1,210) |
15.3850 |
12/12/2022 |
Sale of Common Stock |
(1,570) |
15.7185 |
12/13/2022 |
Sale of Common Stock |
(4,490) |
15.7047 |
12/13/2022 |
Sale of Common Stock |
(4,245) |
15.6334 |
12/13/2022 |
Sale of Common Stock |
(1,890) |
15.5682 |
12/13/2022 |
Sale of Common Stock |
(1,610) |
15.5841 |
12/14/2022 |
Sale of Common Stock |
(26) |
15.0300 |
12/20/2022 |
Sale of Common Stock |
(3,828) |
15.1590 |
12/21/2022 |
Sale of Common Stock |
(2,248) |
15.2333 |
12/22/2022 |
Sale of Common Stock |
(321) |
15.1912 |
12/23/2022 |
Sale of Common Stock |
(5) |
15.0000 |
12/28/2022 |
Sale of Common Stock |
(234) |
15.0000 |
12/29/2022 |
Sale of Common Stock |
(1,061) |
15.1093 |
01/03/2023 |
Sale of Common Stock |
(2,388) |
15.3776 |
01/04/2023 |
Sale of Common Stock |
(374) |
15.1538 |
01/05/2023 |
Sale of Common Stock |
(2,039) |
15.0101 |
01/05/2023 |
Sale of Common Stock |
(3,545) |
15.0065 |
01/06/2023 |
Sale of Common Stock |
(805) |
15.0873 |
01/09/2023 |
Sale of Common Stock |
(3,980) |
15.2220 |
01/10/2023 |
Sale of Common Stock |
(4,777) |
15.3493 |
01/11/2023 |
Sale of Common Stock |
(81) |
15.2850 |
01/11/2023 |
Sale of Common Stock |
(26,531) |
16.1661 |
01/18/2023 |
Sale of Common Stock |
(1,941) |
15.7090 |
01/18/2023 |
Sale of Common Stock |
(4,918) |
15.5500 |
01/19/2023 |
Sale of Common Stock |
(1,706) |
15.5154 |
01/19/2023 |
Sale of Common Stock |
(15,919) |
15.5050 |
01/19/2023 |
Sale of Common Stock |
(2,791) |
15.5042 |
01/19/2023 |
Sale of Common Stock |
(2,306) |
15.5099 |
01/20/2023 |
Sale of Common Stock |
(4,864) |
15.5018 |
01/20/2023 |
Sale of Common Stock |
(32,754) |
15.3597 |
01/20/2023 |
STARBOARD X MASTER FUND LTD
Sale of Common Stock |
(1,771) |
15.8950 |
12/09/2022 |
Sale of Common Stock |
(8) |
15.8950 |
12/09/2022 |
Sale of Common Stock |
(549) |
15.6833 |
12/09/2022 |
Sale of Common Stock |
(186) |
15.5381 |
12/12/2022 |
Sale of Common Stock |
(1,763) |
15.3850 |
12/12/2022 |
Sale of Common Stock |
(2,287) |
15.7185 |
12/13/2022 |
Sale of Common Stock |
(6,541) |
15.7047 |
12/13/2022 |
Sale of Common Stock |
(6,185) |
15.6334 |
12/13/2022 |
Sale of Common Stock |
(2,754) |
15.5682 |
12/13/2022 |
Sale of Common Stock |
(2,345) |
15.5841 |
12/14/2022 |
Sale of Common Stock |
(39) |
15.0300 |
12/20/2022 |
Sale of Common Stock |
(5,578) |
15.1590 |
12/21/2022 |
Sale of Common Stock |
(3,274) |
15.2333 |
12/22/2022 |
Sale of Common Stock |
(467) |
15.1912 |
12/23/2022 |
Sale of Common Stock |
(8) |
15.0000 |
12/28/2022 |
Sale of Common Stock |
(341) |
15.0000 |
12/29/2022 |
Sale of Common Stock |
(1,546) |
15.1093 |
01/03/2023 |
Sale of Common Stock |
(3,479) |
15.3776 |
01/04/2023 |
Sale of Common Stock |
(546) |
15.1538 |
01/05/2023 |
Sale of Common Stock |
(2,971) |
15.0101 |
01/05/2023 |
Sale of Common Stock |
(5,164) |
15.0065 |
01/06/2023 |
Sale of Common Stock |
(1,172) |
15.0873 |
01/09/2023 |
Sale of Common Stock |
(5,798) |
15.2220 |
01/10/2023 |
Sale of Common Stock |
(6,958) |
15.3493 |
01/11/2023 |
Sale of Common Stock |
(118) |
15.2850 |
01/11/2023 |
Sale of Common Stock |
(38,655) |
16.1661 |
01/18/2023 |
Sale of Common Stock |
(2,828) |
15.7090 |
01/18/2023 |
Sale of Common Stock |
(7,165) |
15.5500 |
01/19/2023 |
Sale of Common Stock |
(2,485) |
15.5154 |
01/19/2023 |
Sale of Common Stock |
(23,193) |
15.5050 |
01/19/2023 |
Sale of Common Stock |
(4,066) |
15.5042 |
01/19/2023 |
Sale of Common Stock |
(3,360) |
15.5099 |
01/20/2023 |
Sale of Common Stock |
(7,086) |
15.5018 |
01/20/2023 |
Sale of Common Stock |
(47,722) |
15.3597 |
01/20/2023 |
STARBOARD VALUE LP
(Through the Starboard Value LP Account)
Sale of Common Stock |
(3,850) |
15.8950 |
12/09/2022 |
Sale of Common Stock |
(17) |
15.8950 |
12/09/2022 |
Sale of Common Stock |
(1,193) |
15.6833 |
12/09/2022 |
Sale of Common Stock |
(404) |
15.5381 |
12/12/2022 |
Sale of Common Stock |
(3,834) |
15.3850 |
12/12/2022 |
Sale of Common Stock |
(4,975) |
15.7185 |
12/13/2022 |
Sale of Common Stock |
(14,226) |
15.7047 |
12/13/2022 |
Sale of Common Stock |
(13,450) |
15.6334 |
12/13/2022 |
Sale of Common Stock |
(5,990) |
15.5682 |
12/13/2022 |
Sale of Common Stock |
(5,100) |
15.5841 |
12/14/2022 |
Sale of Common Stock |
(84) |
15.0300 |
12/20/2022 |
Sale of Common Stock |
(12,130) |
15.1590 |
12/21/2022 |
Sale of Common Stock |
(7,122) |
15.2333 |
12/22/2022 |
Sale of Common Stock |
(1,017) |
15.1912 |
12/23/2022 |
Sale of Common Stock |
(17) |
15.0000 |
12/28/2022 |
Sale of Common Stock |
(743) |
15.0000 |
12/29/2022 |
Sale of Common Stock |
(3,363) |
15.1093 |
01/03/2023 |
Sale of Common Stock |
(7,565) |
15.3776 |
01/04/2023 |
Sale of Common Stock |
(1,187) |
15.1538 |
01/05/2023 |
Sale of Common Stock |
(6,460) |
15.0101 |
01/05/2023 |
Sale of Common Stock |
(11,229) |
15.0065 |
01/06/2023 |
Sale of Common Stock |
(2,549) |
15.0873 |
01/09/2023 |
Sale of Common Stock |
(12,610) |
15.2220 |
01/10/2023 |
Sale of Common Stock |
(15,131) |
15.3493 |
01/11/2023 |
Sale of Common Stock |
(258) |
15.2850 |
01/11/2023 |
Sale of Common Stock |
(84,065) |
16.1661 |
01/18/2023 |
Sale of Common Stock |
(6,151) |
15.7090 |
01/18/2023 |
Sale of Common Stock |
(15,583) |
15.5500 |
01/19/2023 |
Sale of Common Stock |
(5,404) |
15.5154 |
01/19/2023 |
Sale of Common Stock |
(50,439) |
15.5050 |
01/19/2023 |
Sale of Common Stock |
(8,843) |
15.5042 |
01/19/2023 |
Sale of Common Stock |
(7,308) |
15.5099 |
01/20/2023 |
Sale of Common Stock |
(15,412) |
15.5018 |
01/20/2023 |
Sale of Common Stock |
(103,785) |
15.3597 |
01/20/2023 |
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