1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Notional Principal Amount Derivative Agreement
(1)
|
Â
(3)
|
03/30/2016 |
Common Stock, $.001 par value
|
1,468,580
|
$
(3)
|
D
(2)
|
Â
|
Notional Principal Amount Derivative Agreement
(1)
|
Â
(3)
|
06/01/2016 |
Common Stock, $.001 par value
|
2,794,400
|
$
(3)
|
D
(2)
|
Â
|
* |
If the form is filed by more than one reporting person, see Instruction 5(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) |
This Form 3 is filed jointly by Elliott International, L.P. ("Elliott International") and Elliott International Capital Advisors Inc. ("EICA" and, together with Elliott International, the "Reporting Persons"). EICA, as the investment manager of Elliott International, may be deemed to beneficially own the securities owned by directly by Elliott International. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Persons may be deemed to be directors by deputization by virtue of their right to appoint a director to the board of directors of the Issuer. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. |
(2) |
Securities owned directly by Elliott International. EICA, as the investment manager of Elliott International, may be deemed to beneficially own the securities owned by directly by Elliott International. |
(3) |
Notional principal amount derivative agreement (the "Derivative Agreement") in the form of cash settled swaps entered into by Elliott International at strike prices ranging from 63.3103 to 69.7100. The Derivative Agreement provides Elliott International with economic results that are comparable to the economic results of ownership payable on each settlement date applicable to the expiration or earlier termination of such Derivative Agreement, but do not provide it with the power to vote or direct the voting or dispose of or direct the disposition of the shares of Common Stock that are the subject of the Derivative Agreements (such shares, the "Subject Shares"). Each of the Elliott International and EICA disclaim beneficial ownership in the Subject Shares. The counterparties to the Derivative Agreements are unaffiliated third party financial institutions. |