The following constitutes Amendment No. 4 to the Schedule 13D filed by the undersigned (the “Schedule 13D”). This Amendment No. 4 amends the Schedule 13D as specifically set forth herein.
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:
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The Shares purchased by each of Starboard V&O Fund and Starboard LLC and held in the Starboard Value LP Accounts 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 2,412,833 Shares beneficially owned by Starboard V&O Fund is approximately $42,560,510, excluding brokerage commissions. Such aggregate purchase price includes $34,809,139, which is the purchase price of $28,571,000 principal amount of Notes (as defined below) convertible into 1,865,375 Shares. The aggregate purchase price of the 1,114,997 Shares beneficially owned by Starboard LLC is approximately $19,632,088, excluding brokerage commissions. Such aggregate purchase price includes $16,220,138 which is the purchase price of the $13,352,000 principal amount of Notes convertible into 871,740 Shares. The aggregate purchase price of the 669,945 Shares held in the Starboard Value LP Accounts is approximately $12,383,277, excluding brokerage commissions. Such aggregate purchase price includes
$9,285,458
which is the purchase price of $7,506,000 principal amount of Notes convertible into 490,060 Shares.
The 5,045 Shares owned personally by Jeffrey C. Smith were granted to Mr. Smith as compensation for his service on the Board of Directors of the Issuer (the “Board”).
Item 5.
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Interest in Securities of the Issuer.
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Items 5(a) - 5(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 57,526,940 Shares outstanding, as of October 24, 2012, 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 9, 2012, 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 December 19, 2012, Starboard V&O Fund beneficially owned 2,412,833 Shares, including 1,865,375 Shares underlying the Notes.
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Percentage: Approximately 4.1%.
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(b)
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1. Sole power to vote or direct vote: 2,412,833
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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: 2,412,833
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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 60 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 December 19, 2012, Starboard LLC beneficially owned 1,114,997 Shares, including 871,740 Shares underlying the Notes.
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Percentage: Approximately 1.9%.
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(b)
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1. Sole power to vote or direct vote: 1,114,997
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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: 1,114,997
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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 LLC during the past 60 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 December 19, 2012, 669,945 Shares were held in the Starboard Value LP Accounts, which includes 490,060 Shares underlying the Notes. Starboard Value LP, as the investment manager of Starboard V&O Fund and the Starboard Value LP Accounts and the Manager of Starboard LLC, may be deemed the beneficial owner of the (i) 2,412,833 Shares owned by Starboard V&O Fund, (ii) 1,114,997 Shares owned by Starboard LLC and (iii) 669,945 Shares held in the Starboard Value LP Accounts.
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Percentage: Approximately 6.9%.
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(b)
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1. Sole power to vote or direct vote: 4,197,775
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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: 4,197,775
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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 Accounts and on behalf of each of Starboard V&O Fund and Starboard LLC during the past 60 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) 2,412,833 Shares owned by Starboard V&O Fund, (ii) 1,114,997 Shares owned by Starboard LLC and (iii) 669,945 Shares held in the Starboard Value LP Accounts.
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Percentage: Approximately 6.9%.
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(b)
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1. Sole power to vote or direct vote: 4,197,775
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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: 4,197,775
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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 60 days. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard LLC and through the Starboard Value LP Accounts during the past 60 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) 2,412,833 Shares owned by Starboard V&O Fund, (ii) 1,114,997 Shares owned by Starboard LLC and (iii) 669,945 Shares held in the Starboard Value LP Accounts.
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Percentage: Approximately 6.9%.
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(b)
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1. Sole power to vote or direct vote: 4,197,775
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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: 4,197,775
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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 60 days. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard LLC and through the Starboard Value LP Accounts during the past 60 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) 2,412,833 Shares owned by Starboard V&O Fund, (ii) 1,114,997 Shares owned by Starboard LLC and (iii) 669,945 Shares held in the Starboard Value LP Accounts.
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Percentage: Approximately 6.9%.
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(b)
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1. Sole power to vote or direct vote: 4,197,775
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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: 4,197,775
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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 60 days. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard LLC and through the Starboard Value LP Accounts during the past 60 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 December 19, 2012, Mr. Smith beneficially owned 5,045 Shares. 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) 2,412,833 Shares owned by Starboard V&O Fund, (ii) 1,114,997 Shares owned by Starboard LLC and (iii) 669,945 Shares held in the Starboard Value LP Accounts.
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Percentage: Approximately 6.9%.
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(b)
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1. Sole power to vote or direct vote: 5,045
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2. Shared power to vote or direct vote: 4,197,775
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3. Sole power to dispose or direct the disposition: 5,045
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4. Shared power to dispose or direct the disposition: 4,197,775
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(c)
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Mr. Smith has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard LLC and through the Starboard Value LP Accounts during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
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H.
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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) 2,412,833 Shares owned by Starboard V&O Fund, (ii) 1,114,997 Shares owned by Starboard LLC and (iii) 669,945 Shares held in the Starboard Value LP Accounts.
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Percentage: Approximately 6.9%.
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(b)
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1. Sole power to vote or direct vote: 0
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2. Shared power to vote or direct vote: 4,197,775
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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: 4,197,775
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(c)
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Neither of Messrs. Mitchell or Feld has entered into any transactions in the Shares during the past 60 days. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard LLC and through the Starboard Value LP Accounts during the past 60 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: December 20, 2012
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 LP
By: Starboard Value GP LLC,
its general partner
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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
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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 Mitchell and Peter A. Feld
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SCHEDULE A
Transactions in the Shares During the Past Sixty Days
Shares of Common Stock
Purchased/(Sold)
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Price Per
Share($)
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Date of
Purchase
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STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
53,745
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16.7701
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10/26/2012
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(130,462)
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17.0100
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12/11/2012
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184,115
*
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123.0737
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12/11/2012
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(477,291)
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16.8100
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12/12/2012
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662,880
*
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123.0278
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12/12/2012
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(198,881)
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16.8400
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12/17/2012
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276,173
*
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123.1500
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12/17/2012
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(265,155)
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17.3000
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12/19/2012
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368,296
*
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125.6650
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12/19/2012
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STARBOARD VALUE AND OPPORTUNITY S LLC
(57,970)
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17.0100
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12/11/2012
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81,807
*
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123.0737
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12/11/2012
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(212,080)
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|
16.8100
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12/12/2012
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294,519
*
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123.0278
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12/12/2012
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(88,371)
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16.8400
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12/17/2012
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122,744
*
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123.1500
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12/17/2012
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(117,820)
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17.3000
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12/19/2012
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163,614
*
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125.6650
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12/19/2012
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STARBOARD VALUE LP
(
Through the Starboard Value LP Accounts
)
27,055
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16.7701
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10/26/2012
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(42,868)
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17.0100
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12/11/2012
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60,523
*
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123.0737
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12/11/2012
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(156,829)
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|
16.8100
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12/12/2012
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217,804
*
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|
123.0278
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12/12/2012
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(65,348)
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16.8400
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12/17/2012
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90,751
*
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123.1500
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12/17/2012
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(87,125)
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17.3000
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12/19/2012
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120,981
*
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125.6650
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12/19/2012
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*
Represents Shares underlying certain convertible senior notes.