1
|
NAME OF REPORTING PERSON
SCOPIA PX LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
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
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
622,794
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
622,794
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
622,794
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
SCOPIA PARTNERS LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
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
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
17,110
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
17,110
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,110
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
SCOPIA HEALTH CARE LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
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
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
46,729
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
46,729
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,729
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
SCOPIA WINDMILL FUND LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
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
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
433,862
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
433,862
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
433,862
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
SCOPIA INTERNATIONAL MASTER FUND LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
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
BERMUDA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
108,059
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
108,059
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
108,059
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
SCOPIA PX INTERNATIONAL MASTER FUND LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
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
BERMUDA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
780,046
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
780,046
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
780,046
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.8%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
SCOPIA HEALTH CARE INTERNATIONAL MASTER FUND LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
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
BERMUDA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
340,075
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
340,075
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
340,075
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
SCOPIA CAPITAL GP LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
2,348,675
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
2,348,675
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,348,675
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.5%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
SCOPIA CAPITAL MANAGEMENT LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF, 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
2,380,264
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
2,380,264
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,380,264
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.6%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
SCOPIA MANAGEMENT, INC.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
2,380,264
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
2,380,264
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,380,264
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.6%
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
1
|
NAME OF REPORTING PERSON
MATTHEW SIROVICH
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
2,380,264
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
2,380,264
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,380,264
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.6%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
JEREMY MINDICH
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
2,380,264
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
2,380,264
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,380,264
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.6%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 5.
|
Interest in Securities of the Issuer.
|
A.
|
Scopia PX
|
|
(a)
|
As of the close of business on March 29, 2016, Scopia PX beneficially owned 622,794 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 622,794
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 622,794
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the securities of the Issuer by Scopia PX since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
B.
|
Scopia Partners
|
|
(a)
|
As of the close of business on March 29, 2016, Scopia Partners beneficially owned 17,110 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 17,110
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 17,110
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the securities of the Issuer by Scopia Partners since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
C.
|
Scopia Health
|
|
(a)
|
As of the close of business on March 29, 2016, Scopia Health beneficially owned 46,729 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 46,729
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 46,729
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the securities of the Issuer by Scopia Health since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
D.
|
Scopia Windmill
|
|
(a)
|
As of the close of business on March 29, 2016, Scopia Windmill beneficially owned 433,862 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 433,862
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 433,862
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the securities of the Issuer by Scopia Windmill since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
E.
|
Scopia International
|
|
(a)
|
As of the close of business on March 29, 2016, Scopia International beneficially owned 108,059 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 108,059
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 108,059
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the securities of the Issuer by Scopia International since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
F.
|
Scopia PX International
|
|
(a)
|
As of the close of business on March 29, 2016, Scopia PX International beneficially owned 780,046 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 780,046
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 780,046
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the securities of the Issuer by Scopia PX International since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on March 29, 2016, Scopia Health International beneficially owned 340,075 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 340,075
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 340,075
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the securities of the Issuer by Scopia Health International since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
H.
|
Scopia Capital
|
|
(a)
|
Scopia Capital, as the Managing Member of each of Scopia PX, Scopia Partners and Scopia Health, and the general partner of each of Scopia Windmill, Scopia International, Scopia PX International and Scopia Health International, may be deemed the beneficial owner of the: (i) 622,794 Shares owned by Scopia PX; (ii) 17,110 Shares owned by Scopia Partners; (iii) 46,729 Shares owned by Scopia Health; (iv) 433,862 Shares owned by Scopia Windmill; (v) 108,059 Shares owned by Scopia International; (vi) 780,046 Shares owned by Scopia PX International; and (vii) 340,075 Shares owned by Scopia Health International.
|
|
(b)
|
1. Sole power to vote or direct vote: 2,348,675
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 2,348,675
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Scopia Capital has not entered into any transactions in the securities of the Issuer since the filing of Amendment No. 2 to the Schedule 13D. The transactions in the securities of the Issuer on behalf of each of Scopia PX, Scopia Partners, Scopia Health, Scopia Windmill, Scopia International, Scopia PX International and Scopia Health International since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
I.
|
Scopia Management
|
|
(a)
|
As of the close of business on March 29, 2016, 31,589 Shares were held in the Managed Account. Scopia Management, as the Investment Manager of each of Scopia PX, Scopia Partners, Scopia Health, Scopia Windmill, Scopia International, Scopia PX International, Scopia Health International and the Managed Account, may be deemed the beneficial owner of the: (i) 622,794 Shares owned by Scopia PX; (ii) 17,110 Shares owned by Scopia Partners; (iii) 46,729 Shares owned by Scopia Health; (iv) 433,862 Shares owned by Scopia Windmill; (v) 108,059 Shares owned by Scopia International; (vi) 780,046 Shares owned by Scopia PX International; (vii) 340,075 Shares owned by Scopia Health International; and (viii) 31,589 Shares held in the Managed Account.
|
|
(b)
|
1. Sole power to vote or direct vote: 2,380,264
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 2,380,264
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the securities of the Issuer by Scopia Management through the Managed Account and on behalf of each of Scopia PX, Scopia Partners, Scopia Health, Scopia Windmill, Scopia International, Scopia PX International and Scopia Health International since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
J.
|
Scopia Inc.
|
|
(a)
|
Scopia Inc., as the general partner of Scopia Management, may be deemed the beneficial owner of the: (i) 622,794 Shares owned by Scopia PX; (ii) 17,110 Shares owned by Scopia Partners; (iii) 46,729 Shares owned by Scopia Health; (iv) 433,862 Shares owned by Scopia Windmill; (v) 108,059 Shares owned by Scopia International; (vi) 780,046 Shares owned by Scopia PX International; (vii) 340,075 Shares owned by Scopia Health International; and (viii) 31,589 Shares held in the Managed Account.
|
|
(b)
|
1. Sole power to vote or direct vote: 2,380,264
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 2,380,264
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Scopia Inc. has not entered into any transactions in the securities of the Issuer since the filing of Amendment No. 2 to the Schedule 13D. The transactions in the securities of the Issuer on behalf of each of Scopia PX, Scopia Partners, Scopia Health, Scopia Windmill, Scopia International, Scopia PX International, Scopia Health International and through the Managed Account since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
K.
|
Mr. Sirovich
|
|
(a)
|
Mr. Sirovich, as a Managing Member of Scopia Capital and Managing Director of Scopia Inc., may be deemed the beneficial owner of the: (i) 622,794 Shares owned by Scopia PX; (ii) 17,110 Shares owned by Scopia Partners; (iii) 46,729 Shares owned by Scopia Health; (iv) 433,862 Shares owned by Scopia Windmill; (v) 108,059 Shares owned by Scopia International; (vi) 780,046 Shares owned by Scopia PX International; (vii) 340,075 Shares owned by Scopia Health International; and (viii) 31,589 Shares held in the Managed Account.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 2,380,264
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 2,380,264
|
|
(c)
|
Mr. Sirovich has not entered into any transactions in the securities of the Issuer since the filing of Amendment No. 2 to the Schedule 13D. The transactions in the securities of the Issuer on behalf of each of Scopia PX, Scopia Partners, Scopia Health, Scopia Windmill, Scopia International, Scopia PX International, Scopia Health International and through the Managed Account since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
L.
|
Mr. Mindich
|
|
(a)
|
Mr. Mindich, as a Managing Member of Scopia Capital and Managing Director of Scopia Inc., may be deemed the beneficial owner of the: (i) 622,794 Shares owned by Scopia PX; (ii) 17,110 Shares owned by Scopia Partners; (iii) 46,729 Shares owned by Scopia Health; (iv) 433,862 Shares owned by Scopia Windmill; (v) 108,059 Shares owned by Scopia International; (vi) 780,046 Shares owned by Scopia PX International; (vii) 340,075 Shares owned by Scopia Health International; and (viii) 31,589 Shares held in the Managed Account.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 2,380,264
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 2,380,264
|
|
(c)
|
Mr. Mindich has not entered into any transactions in the securities of the Issuer since the filing of Amendment No. 2 to the Schedule 13D. The transactions in the securities of the Issuer on behalf of each of Scopia PX, Scopia Partners, Scopia Health, Scopia Windmill, Scopia International, Scopia PX International, Scopia Health International and through the Managed Account since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
SCOPIA PX LLC
SCOPIA PARTNERS LLC
SCOPIA HEALTH CARE LLC
SCOPIA WINDMILL FUND LP
|
SCOPIA INTERNATIONAL MASTER FUND LP
SCOPIA PX INTERNATIONAL MASTER FUND LP
SCOPIA HEALTH CARE INTERNATIONAL MASTER FUND LP
|
By: Scopia Capital Management LP
|
||
Investment Manager
|
||
By: Scopia Management, Inc.
|
||
General Partner
|
||
By:
|
/s/ Matthew Sirovich
|
|
Name:
|
Matthew Sirovich
|
|
Title:
|
Managing Director
|
SCOPIA CAPITAL MANAGEMENT LP
|
|||
By:
|
Scopia Management, Inc.
General Partner
|
||
By:
|
/s/ Matthew Sirovich
|
||
Name:
|
Matthew Sirovich
|
||
Title:
|
Managing Director
|
SCOPIA CAPITAL GP LLC
|
SCOPIA MANAGEMENT, INC.
|
|||||
By:
|
/s/ Matthew Sirovich
|
By:
|
/s/ Matthew Sirovich
|
|||
Name:
|
Matthew Sirovich
|
Name:
|
Matthew Sirovich
|
|||
Title:
|
Managing Member
|
Title:
|
Managing Director
|
/s/ Matthew Sirovich
|
|
MATTHEW SIROVICH
|
/s/ Jeremy Mindich
|
|
JEREMY MINDICH
|
Nature of the Transaction
|
Amount of Securities
Purchased/(Sold)
|
Price Per Share ($)
|
Date of
Purchase/Sale
|
Purchase of Common Stock
|
11,029
|
40.6518
|
03/09/2016
|
Purchase of Common Stock
|
2,841
|
40.7372
|
03/09/2016
|
Purchase of Common Stock
|
2,799
|
41.1900
|
03/09/2016
|
Purchase of Common Stock
|
3,487
|
40.6359
|
03/10/2016
|
Purchase of Common Stock
|
2,883
|
41.2958
|
03/11/2016
|
Purchase of Common Stock
|
3,799
|
41.6766
|
03/14/2016
|
Purchase of Common Stock
|
4,199
|
40.5882
|
03/15/2016
|
Purchase of Common Stock
|
6,322
|
39.7052
|
03/16/2016
|
Purchase of Common Stock
|
6,998
|
38.8450
|
03/17/2016
|
Purchase of Common Stock
|
9,293
|
38.8904
|
03/17/2016
|
Purchase of Common Stock
|
2,799
|
40.2135
|
03/18/2016
|
Purchase of Common Stock
|
4,325
|
40.5039
|
03/21/2016
|
Purchase of Common Stock
|
4,199
|
40.1828
|
03/22/2016
|
Purchase of Common Stock
|
5,598
|
39.8033
|
03/23/2016
|
Purchase of Common Stock
|
4,198
|
38.7856
|
03/24/2016
|
Purchase of Common Stock
|
2,799
|
39.4783
|
03/28/2016
|
Purchase of Common Stock
|
2,799
|
40.7104
|
03/29/2016
|
Purchase of Common Stock
|
276
|
40.6518
|
03/09/2016
|
Purchase of Common Stock
|
71
|
40.7372
|
03/09/2016
|
Purchase of Common Stock
|
70
|
41.1900
|
03/09/2016
|
Purchase of Common Stock
|
87
|
40.6359
|
03/10/2016
|
Purchase of Common Stock
|
72
|
41.2958
|
03/11/2016
|
Purchase of Common Stock
|
95
|
41.6766
|
03/14/2016
|
Purchase of Common Stock
|
105
|
40.5882
|
03/15/2016
|
Purchase of Common Stock
|
158
|
39.7052
|
03/16/2016
|
Purchase of Common Stock
|
175
|
38.8450
|
03/17/2016
|
Purchase of Common Stock
|
233
|
38.8904
|
03/17/2016
|
Purchase of Common Stock
|
70
|
40.2135
|
03/18/2016
|
Purchase of Common Stock
|
108
|
40.5039
|
03/21/2016
|
Purchase of Common Stock
|
105
|
40.1828
|
03/22/2016
|
Purchase of Common Stock
|
140
|
39.8033
|
03/23/2016
|
Purchase of Common Stock
|
105
|
38.7856
|
03/24/2016
|
Purchase of Common Stock
|
71
|
39.4783
|
03/28/2016
|
Purchase of Common Stock
|
70
|
40.7104
|
03/29/2016
|
Purchase of Common Stock
|
739
|
40.6518
|
03/09/2016
|
Purchase of Common Stock
|
190
|
40.7372
|
03/09/2016
|
Purchase of Common Stock
|
188
|
41.1900
|
03/09/2016
|
Purchase of Common Stock
|
234
|
40.6359
|
03/10/2016
|
Purchase of Common Stock
|
193
|
41.2958
|
03/11/2016
|
Purchase of Common Stock
|
255
|
41.6766
|
03/14/2016
|
Purchase of Common Stock
|
281
|
40.5882
|
03/15/2016
|
Purchase of Common Stock
|
424
|
39.7052
|
03/16/2016
|
Purchase of Common Stock
|
469
|
38.8450
|
03/17/2016
|
Purchase of Common Stock
|
623
|
38.8904
|
03/17/2016
|
Purchase of Common Stock
|
188
|
40.2135
|
03/18/2016
|
Purchase of Common Stock
|
290
|
40.5039
|
03/21/2016
|
Purchase of Common Stock
|
281
|
40.1828
|
03/22/2016
|
Purchase of Common Stock
|
375
|
39.8033
|
03/23/2016
|
Purchase of Common Stock
|
282
|
38.7856
|
03/24/2016
|
Purchase of Common Stock
|
188
|
39.4783
|
03/28/2016
|
Purchase of Common Stock
|
187
|
40.7104
|
03/29/2016
|
Purchase of Common Stock
|
7,112
|
40.6518
|
03/09/2016
|
Purchase of Common Stock
|
1,832
|
40.7372
|
03/09/2016
|
Purchase of Common Stock
|
1,805
|
41.1900
|
03/09/2016
|
Purchase of Common Stock
|
2,249
|
40.6359
|
03/10/2016
|
Purchase of Common Stock
|
1,859
|
41.2958
|
03/11/2016
|
Purchase of Common Stock
|
2,450
|
41.6766
|
03/14/2016
|
Purchase of Common Stock
|
2,708
|
40.5882
|
03/15/2016
|
Purchase of Common Stock
|
4,077
|
39.7052
|
03/16/2016
|
Purchase of Common Stock
|
4,512
|
38.8450
|
03/17/2016
|
Purchase of Common Stock
|
5,993
|
38.8904
|
03/17/2016
|
Purchase of Common Stock
|
1,805
|
40.2135
|
03/18/2016
|
Purchase of Common Stock
|
2,789
|
40.5039
|
03/21/2016
|
Purchase of Common Stock
|
2,708
|
40.1828
|
03/22/2016
|
Purchase of Common Stock
|
3,610
|
39.8033
|
03/23/2016
|
Purchase of Common Stock
|
2,707
|
38.7856
|
03/24/2016
|
Purchase of Common Stock
|
1,805
|
39.4783
|
03/28/2016
|
Purchase of Common Stock
|
1,805
|
40.7104
|
03/29/2016
|
Purchase of Common Stock
|
1,747
|
40.6518
|
03/09/2016
|
Purchase of Common Stock
|
450
|
40.7372
|
03/09/2016
|
Purchase of Common Stock
|
443
|
41.1900
|
03/09/2016
|
Purchase of Common Stock
|
552
|
40.6359
|
03/10/2016
|
Purchase of Common Stock
|
457
|
41.2958
|
03/11/2016
|
Purchase of Common Stock
|
602
|
41.6766
|
03/14/2016
|
Purchase of Common Stock
|
665
|
40.5882
|
03/15/2016
|
Purchase of Common Stock
|
1,001
|
39.7052
|
03/16/2016
|
Purchase of Common Stock
|
1,108
|
38.8450
|
03/17/2016
|
Purchase of Common Stock
|
1,472
|
38.8904
|
03/17/2016
|
Purchase of Common Stock
|
443
|
40.2135
|
03/18/2016
|
Purchase of Common Stock
|
685
|
40.5039
|
03/21/2016
|
Purchase of Common Stock
|
665
|
40.1828
|
03/22/2016
|
Purchase of Common Stock
|
887
|
39.8033
|
03/23/2016
|
Purchase of Common Stock
|
665
|
38.7856
|
03/24/2016
|
Purchase of Common Stock
|
443
|
39.4783
|
03/28/2016
|
Purchase of Common Stock
|
443
|
40.7104
|
03/29/2016
|
Purchase of Common Stock
|
12,611
|
40.6518
|
03/09/2016
|
Purchase of Common Stock
|
3,248
|
40.7372
|
03/09/2016
|
Purchase of Common Stock
|
3,201
|
41.1900
|
03/09/2016
|
Purchase of Common Stock
|
3,987
|
40.6359
|
03/10/2016
|
Purchase of Common Stock
|
3,298
|
41.2958
|
03/11/2016
|
Purchase of Common Stock
|
4,345
|
41.6766
|
03/14/2016
|
Purchase of Common Stock
|
4,801
|
40.5882
|
03/15/2016
|
Purchase of Common Stock
|
7,229
|
39.7052
|
03/16/2016
|
Purchase of Common Stock
|
8,003
|
38.8450
|
03/17/2016
|
Purchase of Common Stock
|
10,626
|
38.8904
|
03/17/2016
|
Purchase of Common Stock
|
3,201
|
40.2135
|
03/18/2016
|
Purchase of Common Stock
|
4,946
|
40.5039
|
03/21/2016
|
Purchase of Common Stock
|
4,800
|
40.1828
|
03/22/2016
|
Purchase of Common Stock
|
6,402
|
39.8033
|
03/23/2016
|
Purchase of Common Stock
|
4,802
|
38.7856
|
03/24/2016
|
Purchase of Common Stock
|
3,199
|
39.4783
|
03/28/2016
|
Purchase of Common Stock
|
3,203
|
40.7104
|
03/29/2016
|
Purchase of Common Stock
|
5,376
|
40.6518
|
03/09/2016
|
Purchase of Common Stock
|
1,385
|
40.7372
|
03/09/2016
|
Purchase of Common Stock
|
1,364
|
41.1900
|
03/09/2016
|
Purchase of Common Stock
|
1,700
|
40.6359
|
03/10/2016
|
Purchase of Common Stock
|
1,405
|
41.2958
|
03/11/2016
|
Purchase of Common Stock
|
1,852
|
41.6766
|
03/14/2016
|
Purchase of Common Stock
|
2,047
|
40.5882
|
03/15/2016
|
Purchase of Common Stock
|
3,082
|
39.7052
|
03/16/2016
|
Purchase of Common Stock
|
3,411
|
38.8450
|
03/17/2016
|
Purchase of Common Stock
|
4,530
|
38.8904
|
03/17/2016
|
Purchase of Common Stock
|
1,364
|
40.2135
|
03/18/2016
|
Purchase of Common Stock
|
2,108
|
40.5039
|
03/21/2016
|
Purchase of Common Stock
|
2,047
|
40.1828
|
03/22/2016
|
Purchase of Common Stock
|
2,729
|
39.8033
|
03/23/2016
|
Purchase of Common Stock
|
2,046
|
38.7856
|
03/24/2016
|
Purchase of Common Stock
|
1,365
|
39.4783
|
03/28/2016
|
Purchase of Common Stock
|
1,364
|
40.7104
|
03/29/2016
|
Purchase of Common Stock
|
510
|
40.6518
|
03/09/2016
|
Purchase of Common Stock
|
131
|
40.7372
|
03/09/2016
|
Purchase of Common Stock
|
130
|
41.1900
|
03/09/2016
|
Purchase of Common Stock
|
161
|
40.6359
|
03/10/2016
|
Purchase of Common Stock
|
133
|
41.2958
|
03/11/2016
|
Purchase of Common Stock
|
176
|
41.6766
|
03/14/2016
|
Purchase of Common Stock
|
194
|
40.5882
|
03/15/2016
|
Purchase of Common Stock
|
293
|
39.7052
|
03/16/2016
|
Purchase of Common Stock
|
324
|
38.8450
|
03/17/2016
|
Purchase of Common Stock
|
430
|
38.8904
|
03/17/2016
|
Purchase of Common Stock
|
130
|
40.2135
|
03/18/2016
|
Purchase of Common Stock
|
200
|
40.5039
|
03/21/2016
|
Purchase of Common Stock
|
195
|
40.1828
|
03/22/2016
|
Purchase of Common Stock
|
259
|
39.8033
|
03/23/2016
|
Purchase of Common Stock
|
195
|
38.7856
|
03/24/2016
|
Purchase of Common Stock
|
130
|
39.4783
|
03/28/2016
|
Purchase of Common Stock
|
129
|
40.7104
|
03/29/2016
|