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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ValueAct SmallCap Management, L.P. 435 PACIFIC AVENUE 4TH FLOOR SAN FRANCISCO, CA 94133 |
See remarks | See remarks | ||
ValueAct SmallCap Master Fund, L.P. 435 PACIFIC AVENUE 4TH FLOOR SAN FRANCISCO, CA 94133 |
See remarks | See remarks | ||
VA SmallCap Partners, LLC 435 PACIFIC AVENUE 4TH FLOOR SAN FRANCISCO, CA 94133 |
See remarks | See remarks | ||
ValueAct SmallCap Management, LLC 435 PACIFIC AVENUE 4TH FLOOR SAN FRANCISCO, CA 94133 |
See remarks | See remarks | ||
Lockwood David James 435 PACIFIC AVENUE 4TH FLOOR SAN FRANCISCO, CA 94133 |
See remarks | See remarks |
VALUEACT SMALLCAP MANAGEMENT, L.P., By: VALUEACT SMALLCAP MANAGEMENT, LLC, its General Partner, By:/s/ David Lockwood,Managing Member | 06/11/2012 | |
**Signature of Reporting Person | Date | |
VA SMALLCAP PARTNERS, LLC, By:/s/ David Lockwood, Managing Member | 06/11/2012 | |
**Signature of Reporting Person | Date | |
VALUEACT SMALLCAP MASTER FUND, L.P., By: VA SMALLCAP PARTNERS, LLC, its General Partner, By:/s/ David Lockwood, Managing Member | 06/11/2012 | |
**Signature of Reporting Person | Date | |
VALUEACT SMALLCAP MANAGEMENT, LLC, By:/s/ David Lockwood, Managing Member | 06/11/2012 | |
**Signature of Reporting Person | Date | |
By:/s/ David Lockwood | 06/11/2012 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | As of June 11, 2012, ValueAct SmallCap Master Fund, the direct owner of 6,322,187 shares of Common Stock, has undertaken to distribute in kind such shares to its investors. A total of 55,935 of these shares was held by David Lockwood for the benefit of ValueAct SmallCap Master Fund and were transferred to ValueAct SmallCap Master fund for no consideration in connection with the in kind distribution. Settlement of this in-kind distribution may occur on or after the date hereof. |
(2) | Each reporting person listed herein disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
(3) | The reported stock was owned directly by ValueAct SmallCap Master Fund, L.P. and was be deemed to be beneficially owned by (i) VA SmallCap Partners, LLC as the General Partner of ValueAct SmallCap Master Fund, L.P., (ii) ValueAct SmallCap Management, L.P. as the manager of ValueAct SmallCap Master Fund, L.P. and (iii) ValueAct SmallCap Management, LLC as the General Partner of ValueAct SmallCap Management, L.P. David Lockwood is the Managing Member of VA SmallCap Partners, LLC and ValueAct SmallCap Management, LLC. The reporting persons disclaimed beneficial ownership of the reported stock except to the extent of their pecuniary interest therein. |
Remarks: -The reporting persons herein may be deemed to be members of a "group" for purposes of the Securities Exchange Act of 1934, as amended. Each reporting person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by such reporting person. This report shall not be deemed an admission that such reporting person is a member of a group or the beneficial owner of any securities not directly owned by such reporting person. |