FURX (MM)

SCHEDULE 13D

  Item 1.            Security and the Issuer

This statement on Schedule 13D relates to the shares of Common Stock, par value $0.001 per share (the “Common Shares”) of Furiex Pharmaceuticals, Inc. (the “Issuer”). The principal executive offices of the Issuer are located at 3900 Paramount Parkway, Suite 150, Morrisville, North Carolina 27560.

Item 2.             Identity and Background

(a), (f) This statement is filed on behalf of D. E. Shaw Valence Portfolios, L.L.C., a Delaware limited liability company (“Valence”), D. E. Shaw & Co., L.P., a Delaware limited partnership (“DESCO LP”), and David E. Shaw, a citizen of the United States of America (“David E. Shaw,” and together with Valence and DESCO LP, collectively, the “Reporting Persons”). The Reporting Persons are filing jointly, and the agreement among the Reporting Persons to file jointly is attached hereto as Exhibit 2 and incorporated herein by reference.

(b) The business address and principal office, as applicable, of all Reporting Persons is 1166 Avenue of the Americas, 9th Floor, New York, NY 10036.

(c) The principal business of Valence is that of a limited liability company focusing primarily on equity and equity-linked securities related investment strategies. The principal business of DESCO LP is to act as an investment adviser to certain funds, including, without limitation, Valence. DESCO LP is the managing member of Valence. D. E. Shaw & Co., Inc., a Delaware corporation (“DESCO Inc.”), is the general partner of DESCO LP. David E. Shaw is the President and sole shareholder of DESCO Inc.

(d) During the last five years, neither any Reporting Person nor, to the best knowledge of any Reporting Person, any person named in this Item 2, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) On September 16, 2013, DESCO LP entered into a settled administrative proceeding (the “Settlement”) with the U.S. Securities and Exchange Commission (the “SEC”) relating to inadvertent violations of Rule 105 (“Rule 105”) of Regulation M under the Securities Exchange Act of 1934.  Rule 105 prohibits buying an equity security made available through a public offering, conducted on a firm basis, from an underwriter or broker or dealer participating in the offering after having sold short the same security during the restricted period as defined in the rule.  Rule 105 applies irrespective of the short seller’s intent in effecting the short sale.  Pursuant to the Settlement, DESCO LP paid $447,794 in disgorgement, $18,192.37 in pre-judgment interest, and a civil penalty of $201,506.  The Settlement also requires that DESCO LP “cease and desist from committing or causing any violations and any future violations of Rule 105.”  The SEC order implementing the Settlement notes that in determining to accept DESCO LP’s offer to enter into the Settlement, the SEC considered “remedial acts promptly undertaken” by DESCO LP and “cooperation afforded to [SEC] staff” by DESCO LP.  Except with respect to the matter described above, no Reporting Person has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding has been or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.             Source and Amount of Funds or Other Consideration

In acquiring 736,632 Common Shares, Valence expended approximately $76,858,044 (excluding commissions) of its working capital.

Item 4.             Purpose of Transaction

Valence made purchases of the Common Shares for investment purposes, as well as for purposes of participating in the Merger Consideration referred to in the Form 8-K filed on April 28, 2014 relating to the merger by Forest Laboratories, Inc. On June 13, 2014, Valence held 6.8% of the Common Shares.

Valence will review its investment in the Common Shares from time to time and subject to applicable law and regulation and depending upon certain factors, including, without limitation, the financial performance of the Issuer, the availability and price of the Common Shares or other securities related to the Issuer, and other general market and investment conditions, Valence may determine to: 

•             acquire additional Common Shares through open market purchases or otherwise; or

•             sell, trade, engage in short selling of, hedge, or enter into any similar transactions with respect to the Common Shares through the open market or otherwise. 

Such transactions may take place at any time and without prior notice.  There can be no assurance, however, that any Reporting Person will take any such actions.

Item 5. Interest in Securities of the Issuer

(a), (b) Based upon the Issuer’s Form DEFM14A, filed with the SEC on June 4, 2014, there were 10,816,005 Common Shares issued and outstanding as of May 29, 2014.  The 736,632 Common Shares beneficially owned by Valence (the “Valence Shares”) represent approximately 6.8% of the Common Shares issued and outstanding. Common Shares are also beneficially owned by D. E. Shaw Oculus Portfolios, L.L.C. (“Oculus”), under the management of D. E. Shaw Investment Management, L.L.C. (“DESIM”), and beneficially owned by D. E. Shaw Asymptote Portfolios, L.L.C. (“Asymptote”).  The 10,592 Common Shares beneficially owned by Oculus (the “Oculus Shares”) represent approximately 0.1% of the Common Shares issued and outstanding. The 100 Common Shares under the management of DESIM (the “DESIM Shares”) represent approximately 0.0% of the Common Shares issued and outstanding. The 33 Common Shares beneficially owned by Asymptote (the “Asymptote Shares”) represent approximately 0.0% of the Common Shares issued and outstanding. The 747,357 Common Shares beneficially owned by DESCO LP (the “Subject Shares”) represent approximately 6.9% of the Common Shares issued and outstanding.  The Subject Shares are composed of (i) the Valence Shares, (ii) the Oculus Shares, (iii) the DESIM Shares, and (iv) the Asymptote Shares. DESCO LP may be deemed to have the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the Subject Shares. On June 13, 2014, the Reporting Persons beneficially owned 6.9% of the outstanding shares. DESCO LP does not own any Common Shares directly and disclaims beneficial ownership of the Subject Shares.

David E. Shaw does not own any shares directly.  By virtue of David E. Shaw’s position as President and sole shareholder of D. E. Shaw & Co., Inc., which is the general partner of DESCO LP, which in turn is the manager and investment adviser of Valence, the investment adviser of Oculus, and the managing member of (i) DESIM and (ii) D. E. Shaw Adviser, L.L.C., which in turn is the investment adviser of Asymptote, and by virtue of David E. Shaw’s position as President and sole shareholder of D. E. Shaw & Co. II, Inc., which is the managing member of D. E. Shaw & Co., L.L.C., which in turn is the manager of Oculus and the managing member of D. E. Shaw Manager, L.L.C., which in turn is the manager Asymptote, David E. Shaw may be deemed to have the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, the Subject Shares as described above. Therefore, David E. Shaw may be deemed to be the beneficial owner of such shares.  David E. Shaw disclaims beneficial ownership of the Subject Shares.

As of June 13, 2014, neither any Reporting Person nor, to the best knowledge of any Reporting Person, any of the persons set forth in Item 2, owned any Common Shares other than those set forth in Item 5.

(c) The trading dates, number of Common Shares purchased or sold, and the price per share for all transactions by the Reporting Persons in the Common Shares from April 15, 2014 through June 13, 2014, which were all brokered transactions, are set forth below:

¹ Where weighted average price is used for the reported transactions, the reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission, full information regarding the number of shares purchased or sold at each separate price.

² A weighted average price based on prices ranging from $76.63 to $77.39.

³ A weighted average price based on prices ranging from $77.93 to $78.91.

⁴ A weighted average price based on prices ranging from $75.67 to $76.59.

⁵ A weighted average price based on prices ranging from $76.70 to $77.49.

⁶ A weighted average price based on prices ranging from $77.99 to $78.89.

⁷ A weighted average price based on prices ranging from $76.65 to $77.56.

⁸ A weighted average price based on prices ranging from $77.70 to $78.25.

⁹ A weighted average price based on prices ranging from $78.75 to $79.67.

¹⁰ A weighted average price based on prices ranging from $76.16 to $77.12.

¹¹ A weighted average price based on prices ranging from $78.27 to $78.83.

¹² A weighted average price based on prices ranging from $78.73 to $79.60.

¹³ A weighted average price based on prices ranging from $76.50 to $77.09.

¹⁴ A weighted average price based on prices ranging from $77.70 to $78.68.

¹⁵ A weighted average price based on prices ranging from $78.74 to $79.09.

¹⁶ A weighted average price based on prices ranging from $75.29 to $76.16.

¹⁷ A weighted average price based on prices ranging from $76.30 to $77.29.

¹⁸ A weighted average price based on prices ranging from $77.30 to $78.19.

¹⁹ A weighted average price based on prices ranging from $78.31 to $79.30.

²⁰ A weighted average price based on prices ranging from $76.19 to $77.10.

²¹ A weighted average price based on prices ranging from $76.18 to $77.00.

²² A weighted average price based on prices ranging from $79.24 to $79.35.

²³ A weighted average price based on prices ranging from $76.48 to $77.00.

²⁴ A weighted average price based on prices ranging from $78.73 to $79.60.

²⁵ A weighted average price based on prices ranging from $76.03 to $77.00.

²⁶ A weighted average price based on prices ranging from $77.03 to $77.74.

²⁷ A weighted average price based on prices ranging from $78.36 to $79.24.

²⁸ A weighted average price based on prices ranging from $74.83 to $75.57.

²⁹ A weighted average price based on prices ranging from $76.07 to $77.01.

³⁰ A weighted average price based on prices ranging from $77.11 to $77.12.

³¹ A weighted average price based on prices ranging from $74.51 to $75.48.

³² A weighted average price based on prices ranging from $75.81 to $76.75.

³³ A weighted average price based on prices ranging from $76.81 to $77.78.

³⁴ A weighted average price based on prices ranging from $76.02 to $76.77.

³⁵ A weighted average price based on prices ranging from $74.59 to $75.00.

³⁶ These shares were sold as a result of the expiry of listed call options with a strike price of $45.

³⁷ A weighted average price based on prices ranging from $74.77 to $75.66.

³⁸ A weighted average price based on prices ranging from $76.02 to $77.01.

³⁹ A weighted average price based on prices ranging from $77.08 to $77.94.

⁴⁰ A weighted average price based on prices ranging from $75.49 to $76.38.

⁴¹ A weighted average price based on prices ranging from $77.38 to $77.52.

⁴² A weighted average price based on prices ranging from $75.01 to $75.89.

⁴³ A weighted average price based on prices ranging from $77.25 to $77.65.

⁴⁴ A weighted average price based on prices ranging from $74.01 to $74.28.

⁴⁵ A weighted average price based on prices ranging from $73.87 to $74.31.

⁴⁶ A weighted average price based on prices ranging from $74.89 to $75.00.

⁴⁷ A weighted average price based on prices ranging from $73.94 to $74.82.

⁴⁸ A weighted average price based on prices ranging from $74.96 to $75.93.

⁴⁹ A weighted average price based on prices ranging from $76.24 to $77.01.

⁵⁰ A weighted average price based on prices ranging from $77.24 to $77.69.

⁵¹ A weighted average price based on prices ranging from $80.37 to $80.64.

⁵² A weighted average price based on prices ranging from $80.48 to $80.78.

⁵³ A weighted average price based on prices ranging from $80.33 to $80.85.

⁵⁴ A weighted average price based on prices ranging from $80.47 to $80.49.

⁵⁵ A weighted average price based on prices ranging from $78.50 to $79.49.

⁵⁶ A weighted average price based on prices ranging from $79.54 to $80.52.

⁵⁷ A weighted average price based on prices ranging from $80.55 to $80.97.

⁵⁸ A weighted average price based on prices ranging from $81.57 to $82.56.

⁵⁹ A weighted average price based on prices ranging from $82.63 to $82.75.

⁶⁰ A weighted average price based on prices ranging from $81.00 to $81.35.

⁶¹ A weighted average price based on prices ranging from $82.11 to $83.02.

⁶² A weighted average price based on prices ranging from $80.76 to $81.73.

⁶³ A weighted average price based on prices ranging from $82.40 to $83.09.

⁶⁴ A weighted average price based on prices ranging from $81.03 to $81.69.

⁶⁵ A weighted average price based on prices ranging from $80.87 to $81.75.

⁶⁶ A weighted average price based on prices ranging from $81.93 to $82.83.

⁶⁷ A weighted average price based on prices ranging from $81.50 to $82.23.

⁶⁸ A weighted average price based on prices ranging from $82.67 to $83.64.

⁶⁹ A weighted average price based on prices ranging from $78.00 to $78.23.

⁷⁰ A weighted average price based on prices ranging from $82.87 to $83.24.

⁷¹ A weighted average price based on prices ranging from $83.38 to $83.74.

⁷² A weighted average price based on prices ranging from $78.00 to $78.99.

⁷³ A weighted average price based on prices ranging from $82.15 to $82.82.

⁷⁴ A weighted average price based on prices ranging from $83.48 to $83.76.

⁷⁵ A weighted average price based on prices ranging from $81.96 to $82.72.

⁷⁶ A weighted average price based on prices ranging from $83.03 to $83.21.

⁷⁷ A weighted average price based on prices ranging from $77.84 to $78.64.

⁷⁸ A weighted average price based on prices ranging from $78.94 to $79.14.

⁷⁹ A weighted average price based on prices ranging from $81.34 to $81.50.

⁸⁰ A weighted average price based on prices ranging from $82.74 to $83.65.

⁸¹ A weighted average price based on prices ranging from $83.93 to $83.97.

⁸² A weighted average price based on prices ranging from $80.16 to $80.17.

⁸³ A weighted average price based on prices ranging from $80.15 to $80.18.

⁸⁴ A weighted average price based on prices ranging from $81.20 to $82.18.

⁸⁵ A weighted average price based on prices ranging from $80.18 to $81.11.

⁸⁶ A weighted average price based on prices ranging from $81.33 to $82.20.

⁸⁷ A weighted average price based on prices ranging from $82.33 to $83.01.

⁸⁸ A weighted average price based on prices ranging from $102.50 to $103.49.

⁸⁹ A weighted average price based on prices ranging from $103.50 to $104.25.

⁹⁰ A weighted average price based on prices ranging from $102.41 to $103.40.

⁹¹ A weighted average price based on prices ranging from $103.42 to $104.25.

⁹² A weighted average price based on prices ranging from $104.49 to $104.55.

⁹³ A weighted average price based on prices ranging from $102.90 to $103.88.

⁹⁴ A weighted average price based on prices ranging from $103.92 to $104.34.

⁹⁵ A weighted average price based on prices ranging from $102.50 to $103.30.

⁹⁶ A weighted average price based on prices ranging from $103.52 to $104.04.

⁹⁷ A weighted average price based on prices ranging from $102.50 to $103.24.

⁹⁸ A weighted average price based on prices ranging from $102.48 to $103.45.

⁹⁹ A weighted average price based on prices ranging from $103.48 to $104.44.

¹⁰⁰ A weighted average price based on prices ranging from $103.01 to $103.50.

¹⁰¹ A weighted average price based on prices ranging from $103.00 to $103.64.

¹⁰² A weighted average price based on prices ranging from $103.00 to $103.65.

¹⁰³ A weighted average price based on prices ranging from $103.00 to $103.49.

¹⁰⁴ A weighted average price based on prices ranging from $103.00 to $103.98.

¹⁰⁵ A weighted average price based on prices ranging from $103.01 to $103.99.

¹⁰⁶ A weighted average price based on prices ranging from $104.02 to $104.05.

¹⁰⁷ A weighted average price based on prices ranging from $103.02 to $103.87.

¹⁰⁸ A weighted average price based on prices ranging from $103.27 to $103.37.

¹⁰⁹ A weighted average price based on prices ranging from $103.01 to $103.90.

¹¹⁰ A weighted average price based on prices ranging from $103.15 to $103.89.

¹¹¹ A weighted average price based on prices ranging from $103.13 to $104.08.

¹¹² A weighted average price based on prices ranging from $103.15 to $103.87.

¹¹³ A weighted average price based on prices ranging from $103.19 to $103.86.

¹¹⁴ A weighted average price based on prices ranging from $103.08 to $103.34.

¹¹⁵ A weighted average price based on prices ranging from $103.09 to $103.66.

¹¹⁶ A weighted average price based on prices ranging from $103.08 to $103.29.

¹¹⁷ A weighted average price based on prices ranging from $103.11 to $103.29.

¹¹⁸ A weighted average price based on prices ranging from $103.08 to $104.03.

¹¹⁹ A weighted average price based on prices ranging from $103.10 to $104.07.

¹²⁰ A weighted average price based on prices ranging from $103.08 to $103.90.

¹²¹ A weighted average price based on prices ranging from $103.15 to $103.43.

¹²² A weighted average price based on prices ranging from $103.37 to $103.78.

¹²³ A weighted average price based on prices ranging from $103.15 to $104.00.

¹²⁴ A weighted average price based on prices ranging from $104.02 to $104.25.

¹²⁵ A weighted average price based on prices ranging from $103.48 to $103.92.

¹²⁶ A weighted average price based on prices ranging from $103.42 to $104.00.

¹²⁷ A weighted average price based on prices ranging from $103.51 to $103.70.

¹²⁸ A weighted average price based on prices ranging from $103.69 to $103.80.

¹²⁹ A weighted average price based on prices ranging from $103.48 to $103.90.

¹³⁰ A weighted average price based on prices ranging from $103.59 to $104.15.

¹³¹ A weighted average price based on prices ranging from $103.50 to $104.13.

¹³² A weighted average price based on prices ranging from $103.56 to $103.78.

¹³³ A weighted average price based on prices ranging from $103.71 to $103.76.

¹³⁴ A weighted average price based on prices ranging from $103.68 to $104.19.

¹³⁵ A weighted average price based on prices ranging from $103.50 to $104.49.

¹³⁶ A weighted average price based on prices ranging from $104.50 to $104.75.

¹³⁷ A weighted average price based on prices ranging from $103.35 to $104.34.

¹³⁸ A weighted average price based on prices ranging from $104.35 to $104.92.

¹³⁹ A weighted average price based on prices ranging from $103.67 to $104.36.

¹⁴⁰ A weighted average price based on prices ranging from $104.70 to $104.71.

¹⁴¹ A weighted average price based on prices ranging from $104.04 to $104.65.

¹⁴² A weighted average price based on prices ranging from $103.65 to $104.25.

¹⁴³ A weighted average price based on prices ranging from $103.31 to $104.30.

¹⁴⁴ A weighted average price based on prices ranging from $104.34 to $105.30.

¹⁴⁵ A weighted average price based on prices ranging from $103.52 to $104.46.

¹⁴⁶ A weighted average price based on prices ranging from $103.50 to $104.29.

¹⁴⁷ A weighted average price based on prices ranging from $103.56 to $104.26.

¹⁴⁸ A weighted average price based on prices ranging from $103.56 to $104.24.

¹⁴⁹ A weighted average price based on prices ranging from $103.59 to $104.35.

¹⁵⁰ A weighted average price based on prices ranging from $104.00 to $104.18.

¹⁵¹ A weighted average price based on prices ranging from $103.72 to $104.61.

¹⁵² A weighted average price based on prices ranging from $103.63 to $104.33.

¹⁵³ A weighted average price based on prices ranging from $104.18 to $104.32.

¹⁵⁴ A weighted average price based on prices ranging from $103.72 to $104.03.

¹⁵⁵ A weighted average price based on prices ranging from $103.50 to $104.07.

¹⁵⁶ A weighted average price based on prices ranging from $103.60 to $104.22.

¹⁵⁷ A weighted average price based on prices ranging from $103.65 to $103.87.

¹⁵⁸ A weighted average price based on prices ranging from $103.65 to $104.28.

¹⁵⁹ A weighted average price based on prices ranging from $103.61 to $104.27.

¹⁶⁰ A weighted average price based on prices ranging from $103.68 to $104.47.

¹⁶¹ A weighted average price based on prices ranging from $103.70 to $104.36.

¹⁶² A weighted average price based on prices ranging from $104.25 to $104.33.

¹⁶³ A weighted average price based on prices ranging from $103.95 to $104.17.

¹⁶⁴ A weighted average price based on prices ranging from $103.66 to $104.25.

¹⁶⁵ A weighted average price based on prices ranging from $103.61 to $104.23.

¹⁶⁶ A weighted average price based on prices ranging from $103.80 to $104.18.

¹⁶⁷ A weighted average price based on prices ranging from $103.91 to $104.20.

¹⁶⁸ A weighted average price based on prices ranging from $103.75 to $104.25.

¹⁶⁹ A weighted average price based on prices ranging from $103.80 to $104.21.

¹⁷⁰ A weighted average price based on prices ranging from $103.81 to $104.25.

¹⁷¹ A weighted average price based on prices ranging from $103.90 to $104.18.

¹⁷² A weighted average price based on prices ranging from $104.08 to $104.11.

¹⁷³ A weighted average price based on prices ranging from $103.80 to $104.00.

¹⁷⁴ A weighted average price based on prices ranging from $103.63 to $104.22.

¹⁷⁵ A weighted average price based on prices ranging from $103.83 to $104.35.

¹⁷⁶ A weighted average price based on prices ranging from $103.76 to $104.35.

¹⁷⁷ A weighted average price based on prices ranging from $103.90 to $104.34.

¹⁷⁸ A weighted average price based on prices ranging from $104.10 to $104.53.

¹⁷⁹ A weighted average price based on prices ranging from $103.75 to $104.53.

¹⁸⁰ A weighted average price based on prices ranging from $104.04 to $104.34.

¹⁸¹ A weighted average price based on prices ranging from $104.08 to $104.41.

¹⁸² A weighted average price based on prices ranging from $103.94 to $104.30.

¹⁸³ A weighted average price based on prices ranging from $104.09 to $104.33.

¹⁸⁴ A weighted average price based on prices ranging from $103.72 to $104.36.

¹⁸⁵ A weighted average price based on prices ranging from $104.12 to $104.41.

¹⁸⁶ A weighted average price based on prices ranging from $104.19 to $104.48.

¹⁸⁷ A weighted average price based on prices ranging from $104.23 to $104.35.

¹⁸⁸ A weighted average price based on prices ranging from $104.22 to $104.34.

¹⁸⁹ A weighted average price based on prices ranging from $104.37 to $105.34.

¹⁹⁰ A weighted average price based on prices ranging from $105.47 to $105.64.

¹⁹¹ A weighted average price based on prices ranging from $104.36 to $105.00.

¹⁹² A weighted average price based on prices ranging from $105.39 to $105.65.

¹⁹³ A weighted average price based on prices ranging from $104.33 to $105.31.

¹⁹⁴ A weighted average price based on prices ranging from $105.48 to $105.55.

¹⁹⁵ A weighted average price based on prices ranging from $104.30 to $105.00.

¹⁹⁶ A weighted average price based on prices ranging from $105.41 to $105.64.

¹⁹⁷ A weighted average price based on prices ranging from $104.30 to $104.62.

¹⁹⁸ A weighted average price based on prices ranging from $105.55 to $105.76.

¹⁹⁹ A weighted average price based on prices ranging from $104.07 to $104.49.

²⁰⁰ A weighted average price based on prices ranging from $104.00 to $104.43.

²⁰¹ A weighted average price based on prices ranging from $104.01 to $104.41.

²⁰² A weighted average price based on prices ranging from $104.00 to $104.38.

²⁰³ A weighted average price based on prices ranging from $103.99 to $104.46.

²⁰⁴ A weighted average price based on prices ranging from $103.89 to $104.44.

²⁰⁵ A weighted average price based on prices ranging from $103.90 to $104.52.

²⁰⁶ A weighted average price based on prices ranging from $103.98 to $104.61.

²⁰⁷ A weighted average price based on prices ranging from $104.18 to $104.54.

²⁰⁸ A weighted average price based on prices ranging from $103.99 to $104.49.

²⁰⁹ A weighted average price based on prices ranging from $103.60 to $103.99.

²¹⁰ A weighted average price based on prices ranging from $103.65 to $104.17.

²¹¹ A weighted average price based on prices ranging from $103.62 to $104.11.

²¹² A weighted average price based on prices ranging from $103.65 to $104.10.

²¹³ A weighted average price based on prices ranging from $103.55 to $103.99.

²¹⁴ A weighted average price based on prices ranging from $103.66 to $104.20.

²¹⁵ A weighted average price based on prices ranging from $103.43 to $103.80.

²¹⁶ A weighted average price based on prices ranging from $103.50 to $103.90.

²¹⁷ A weighted average price based on prices ranging from $103.40 to $103.82.

²¹⁸ A weighted average price based on prices ranging from $103.48 to $103.84.

²¹⁹ A weighted average price based on prices ranging from $103.38 to $103.88.

²²⁰ A weighted average price based on prices ranging from $103.33 to $103.89.

²²¹ A weighted average price based on prices ranging from $103.25 to $103.99.

²²² A weighted average price based on prices ranging from $104.25 to $104.32.

²²³ A weighted average price based on prices ranging from $103.22 to $103.99.

²²⁴ A weighted average price based on prices ranging from $104.25 to $104.99.

²²⁵ A weighted average price based on prices ranging from $103.52 to $104.50.

²²⁶ A weighted average price based on prices ranging from $103.52 to $104.46.

²²⁷ A weighted average price based on prices ranging from $103.90 to $104.22.

²²⁸ A weighted average price based on prices ranging from $103.49 to $104.39.

²²⁹ A weighted average price based on prices ranging from $104.45 to $104.69.

²³⁰ A weighted average price based on prices ranging from $104.14 to $104.27.

²³¹ A weighted average price based on prices ranging from $104.09 to $104.29.

²³² A weighted average price based on prices ranging from $104.01 to $104.25.

²³³ A weighted average price based on prices ranging from $103.85 to $104.25.

²³⁴ A weighted average price based on prices ranging from $103.68 to $104.31.

²³⁵ A weighted average price based on prices ranging from $103.88 to $104.10.

²³⁶ A weighted average price based on prices ranging from $103.84 to $104.15.

²³⁷ A weighted average price based on prices ranging from $103.94 to $104.15.

²³⁸ A weighted average price based on prices ranging from $103.97 to $104.19.

²³⁹ A weighted average price based on prices ranging from $103.95 to $104.15.

²⁴⁰ A weighted average price based on prices ranging from $103.81 to $104.15.

²⁴¹ A weighted average price based on prices ranging from $103.78 to $103.79.

²⁴² A weighted average price based on prices ranging from $103.75 to $104.13.

²⁴³ A weighted average price based on prices ranging from $103.76 to $104.05.

²⁴⁴ A weighted average price based on prices ranging from $103.75 to $104.15.

²⁴⁵ A weighted average price based on prices ranging from $103.96 to $104.54.

²⁴⁶ A weighted average price based on prices ranging from $103.91 to $104.02.

²⁴⁷ A weighted average price based on prices ranging from $104.25 to $104.50.

²⁴⁸ A weighted average price based on prices ranging from $105.17 to $105.31.

²⁴⁹ A weighted average price based on prices ranging from $104.95 to $105.37.

²⁵⁰ A weighted average price based on prices ranging from $105.19 to $105.40.

²⁵¹ A weighted average price based on prices ranging from $104.99 to $105.66.

²⁵² A weighted average price based on prices ranging from $105.03 to $105.95.

²⁵³ A weighted average price based on prices ranging from $104.94 to $105.25.

²⁵⁴ A weighted average price based on prices ranging from $104.64 to $104.96.

²⁵⁵ A weighted average price based on prices ranging from $104.64 to $105.02.

²⁵⁶ A weighted average price based on prices ranging from $104.99 to $105.00.

²⁵⁷ A weighted average price based on prices ranging from $104.83 to $105.03.

²⁵⁸ A weighted average price based on prices ranging from $104.96 to $105.60.

²⁵⁹ A weighted average price based on prices ranging from $104.55 to $105.00.

(d) No person other than the Reporting Persons or any of the persons set forth in Item 2 has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Subject Shares.

Clause (e) of Item 5 of Schedule 13D is not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Valence has sold listed put option contracts based upon the value of the Common Shares. In addition to the Common Shares that it beneficially owns without reference to these contracts, Valence currently has long economic exposure to 10,000 Common Shares through such contracts. Valence has sold listed call option contracts based upon the value of the Common Shares, which contracts relate to 20,000 underlying Common Shares. Accounts managed by DESIM maintain open short positions on 7,995 Common Shares.

These contracts do not give the Reporting Persons direct or indirect voting, investment or dispositive control over any securities of the Issuer. Accordingly, the Reporting Persons disclaim any beneficial ownership in any securities that may be referenced in such contracts.

Except for the matters described herein, neither the Reporting Persons nor, to the best knowledge of any Reporting Person, any of the person listed in Item 2 has any contract, arrangement, understanding or relationship with any person with respect to any securities of the Issuer.

Item 7. Material to be filed as Exhibits

²⁶⁰ A weighted average price based on prices ranging from $104.67 to $105.34.

²⁶¹ A weighted average price based on prices ranging from $104.72 to $104.97.

²⁶² A weighted average price based on prices ranging from $104.98 to $105.00.

²⁶³ A weighted average price based on prices ranging from $104.28 to $104.68.

²⁶⁴ A weighted average price based on prices ranging from $104.46 to $104.50.

SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete and correct. A Power of Attorney, dated June 22, 2012, granted by David E. Shaw in favor of Nathan Thomas, is attached hereto as Exhibit 1 and incorporated herein by reference.

Dated: June 16, 2014