SECURITIES AND EXCHANGE COMMISSION  
   
Washington, D.C. 20549  
_______________  
   
SCHEDULE 13D
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
 
Under the Securities Exchange Act of 1934
(Amendment No. )*
 

Stewart Information Services Corporation

(Name of Issuer)
 

Common Stock, par value $1.00 per share

(Title of Class of Securities)
 

860372101

(CUSIP Number)
 
JEFFREY C. SMITH
STARBOARD VALUE LP
777 Third Avenue, 18th Floor
New York, New York 10017
(212) 845-7977
 
Eleazer Klein, Esq.
Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York 10022

(212) 756-2000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 

August 2, 2016

(Date of Event which Requires
Filing of this Schedule)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [ ]

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

(Continued on following pages)

(Page 1 of 27 Pages)

 

CUSIP No. 860372101SCHEDULE 13D Page 2 of 27 Pages

--------------------------

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

CUSIP No. 860372101SCHEDULE 13D Page 3 of 27 Pages

 

1

NAME OF REPORTING PERSON

STARBOARD VALUE LP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

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

2,315,000

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

2,315,000

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,315,000

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.9%

14

TYPE OF REPORTING PERSON

PN

         

 

 

 

CUSIP No. 860372101SCHEDULE 13D Page 4 of 27 Pages

 

 

1

NAME OF REPORTING PERSON

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

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

CAYMAN ISLANDS

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

1,726,345

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

1,726,345

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,726,345

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.4%

14

TYPE OF REPORTING PERSON

CO

         

 

 

CUSIP No. 860372101SCHEDULE 13D Page 5 of 27 Pages

 

 

1

NAME OF REPORTING PERSON

STARBOARD VALUE AND OPPORTUNITY S LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

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

216,790

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

216,790

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

216,790

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

14

TYPE OF REPORTING PERSON

OO

         

 

 

CUSIP No. 860372101SCHEDULE 13D Page 6 of 27 Pages

 

 

1

NAME OF REPORTING PERSON

STARBOARD VALUE AND OPPORTUNITY C LP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

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

119,970

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

119,970

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

119,970

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

14

TYPE OF REPORTING PERSON

PN

         

 

 

CUSIP No. 860372101SCHEDULE 13D Page 7 of 27 Pages

 

 

1

NAME OF REPORTING PERSON

STARBOARD VALUE R LP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

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

119,970

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

119,970

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

119,970

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

14

TYPE OF REPORTING PERSON

PN

         

 

 

CUSIP No. 860372101SCHEDULE 13D Page 8 of 27 Pages

 

 

1

NAME OF REPORTING PERSON

STARBOARD VALUE R GP LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

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

119,970

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

119,970

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

119,970

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

14

TYPE OF REPORTING PERSON

OO

         

 

 

CUSIP No. 860372101SCHEDULE 13D Page 9 of 27 Pages

 

 

1

NAME OF REPORTING PERSON

STARBOARD VALUE GP LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

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

2,315,000

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

2,315,000

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,315,000

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.9%

14

TYPE OF REPORTING PERSON

OO

         

 

 

CUSIP No. 860372101SCHEDULE 13D Page 10 of 27 Pages

 

 

1

NAME OF REPORTING PERSON

STARBOARD VALUE PRINCIPAL CO LP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

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

2,315,000

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

2,315,000

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,315,000

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.9%

14

TYPE OF REPORTING PERSON

PN

         

 

 

CUSIP No. 860372101SCHEDULE 13D Page 11 of 27 Pages

 

 

1

NAME OF REPORTING PERSON

STARBOARD PRINCIPAL CO GP LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

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

2,315,000

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

2,315,000

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,315,000

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.9%

14

TYPE OF REPORTING PERSON

OO

         

 

 

CUSIP No. 860372101SCHEDULE 13D Page 12 of 27 Pages

 

 

1

NAME OF REPORTING PERSON

JEFFREY C. SMITH

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

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

USA

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

2,315,000

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

2,315,000

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,315,000

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.9%

14

TYPE OF REPORTING PERSON

IN

         

 

 

CUSIP No. 860372101SCHEDULE 13D Page 13 of 27 Pages

 

 

1

NAME OF REPORTING PERSON

MARK R. MITCHELL

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

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

USA

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

2,315,000

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

2,315,000

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,315,000

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.9%

14

TYPE OF REPORTING PERSON

IN

         

 

 

CUSIP No. 860372101SCHEDULE 13D Page 14 of 27 Pages

 

 

1

NAME OF REPORTING PERSON

PETER A. FELD

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

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

USA

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

2,315,000

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

2,315,000

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,315,000

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.9%

14

TYPE OF REPORTING PERSON

IN

         

 

 

CUSIP No. 860372101SCHEDULE 13D Page 15 of 27 Pages

 

The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).

 

Item 1. SECURITY AND ISSUER

 

This statement relates to the common stock, par value $1.00 share (the “Shares”), of Stewart Information Services Corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 1980 Post Oak Blvd., Houston, TX 77056.

Item 2. IDENTITY AND BACKGROUND.

 

(a) This statement is filed by:

(i)Starboard Value and Opportunity Master Fund Ltd, a Cayman Islands exempted company (“Starboard V&O Fund”), with respect to the Shares directly and beneficially owned by it;
(ii)Starboard Value and Opportunity S LLC, a Delaware limited liability company (“Starboard S LLC”), with respect to the Shares directly and beneficially owned by it;
(iii)Starboard Value and Opportunity C LP, a Delaware limited partnership (“Starboard C LP”), with respect to the Shares directly and beneficially owned by it;
(iv)Starboard Value R LP (“Starboard R LP”), as the general partner of Starboard C LP;
(v)Starboard Value R GP LLC (“Starboard R GP”), as the general partner of Starboard R LP;
(vi)Starboard Value LP (“Starboard Value LP”), as the investment manager of Starboard V&O Fund, Starboard C LP and of a certain managed account (the “Starboard Value LP Account”) and the manager of Starboard S LLC;
(vii)Starboard Value GP LLC (“Starboard Value GP”), as the general partner of Starboard Value LP;
(viii)Starboard Principal Co LP (“Principal Co”), as a member of Starboard Value GP;
(ix)Starboard Principal Co GP LLC (“Principal GP”), as the general partner of Principal Co;
(x)Jeffrey C. 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;
(xi)Mark R. Mitchell, 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; and

 

CUSIP No. 860372101SCHEDULE 13D Page 16 of 27 Pages
(xii)Peter A. 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.

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

(b) The address of the principal office of each of Starboard S LLC, Starboard C LP, Starboard R LP, Starboard R GP, Starboard Value LP, Starboard Value GP, Principal Co, Principal GP, and Messrs. Smith, Mitchell and Feld is 777 Third Avenue, 18th Floor, New York, New York 10017. The address of the principal office of Starboard V&O Fund is 89 Nexus Way, Camana Bay, PO Box 31106, Grand Cayman KY1-1205, Cayman Islands. The officers and directors of Starboard V&O Fund and their principal occupations and business addresses are set forth on Schedule A and are incorporated by reference in this Item 2.

(c) The principal business of Starboard V&O Fund is serving as a private investment fund. Starboard V&O Fund has been formed for the purpose of making equity investments and, on occasion, taking an active role in the management of portfolio companies in order to enhance shareholder value. Starboard S LLC and Starboard C LP have been formed for the purpose of investing in securities and engaging in all related activities and transactions. Starboard Value LP provides investment advisory and management services and acts as the investment manager of Starboard V&O Fund, Starboard C LP and the Starboard Value LP Account and the manager of Starboard S LLC. The principal business of Starboard Value GP is providing a full range of investment advisory, pension advisory and management services and serving as the general partner of Starboard Value LP. The principal business of Principal Co is providing investment advisory and management services. Principal Co is a member of Starboard Value GP. Principal GP serves as the general partner of Principal Co. Starboard R LP serves as the general partner of Starboard C LP. Starboard R GP serves as the general partner of Starboard R LP. Messrs. Smith, Mitchell and Feld serve as members of Principal GP and the members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP.

(d) No Reporting Person, nor any person listed on Schedule A, annexed hereto, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) No Reporting Person, nor any person listed on Schedule A, annexed hereto, has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was 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.

(f) Messrs. Smith, Mitchell and Feld are citizens of the United States of America. The citizenship of the persons listed on Schedule A is set forth therein.

 

Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

 

The Shares purchased by each of Starboard V&O Fund, Starboard S LLC and Starboard C LP, and held in the Starboard Value LP Account were purchased with working capital (which may, at any

 

CUSIP No. 860372101SCHEDULE 13D Page 17 of 27 Pages

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 B, which is incorporated by reference herein. The aggregate purchase price of the 1,726,345 Shares beneficially owned by Starboard V&O Fund is approximately $74,604,671, excluding brokerage commissions. The aggregate purchase price of the 216,790 Shares beneficially owned by Starboard S LLC is approximately $9,373,585, excluding brokerage commissions. The aggregate purchase price of the 119,970 Shares beneficially owned by Starboard C LP is approximately $5,187,099, excluding brokerage commissions.  The aggregate purchase price of the 251,895 Shares held in the Starboard Value LP Account is approximately $11,231,546, excluding brokerage commissions.

 

 

Item 4. PURPOSE OF TRANSACTION.

 

The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with management and the Board of Directors of the Issuer, engaging in discussions with stockholders of the Issuer or other third parties about the Issuer and the Reporting Persons’ investment, including potential business combinations or dispositions involving the Issuer or certain of its businesses, making recommendations or proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition), potential business combinations or dispositions involving the Issuer or certain of its businesses, or suggestions for improving the Issuer’s financial and/or operational performance, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, including swaps and other derivative instruments, or changing their intention with respect to any and all matters referred to in Item 4.

 

Item 5. INTEREST IN SECURITIES OF THE ISSUER.

 

The aggregate percentage of Shares reported owned by each person named herein is based upon 23,371,297 Shares outstanding, as of July 27, 2016, 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 July 29, 2016.

 

A. Starboard V&O Fund

 

 

CUSIP No. 860372101SCHEDULE 13D Page 18 of 27 Pages

 

  (a) As of the close of business on August 12, 2016, Starboard V&O Fund beneficially owned 1,726,345 Shares.

 

Percentage: Approximately 7.4%

 

  (b) 1. Sole power to vote or direct vote: 1,726,345

 

  2. Shared power to vote or direct vote: 0

 

  3. Sole power to dispose or direct the disposition: 1,726,345

 

  4. Shared power to dispose or direct the disposition: 0

 

  (c) The transactions in the Shares by Starboard V&O Fund during the past sixty days are set forth in Schedule B and are incorporated herein by reference.

 

 

B. Starboard S LLC

 

  (a) As of the close of business on August 12, 2016, Starboard S LLC beneficially owned 216,790 Shares.

 

Percentage: Less than 1%

 

  (b) 1. Sole power to vote or direct vote: 216,790

 

  2. Shared power to vote or direct vote: 0

 

  3. Sole power to dispose or direct the disposition: 216,790

 

  4. Shared power to dispose or direct the disposition: 0

 

  (c) The transactions in the Shares by Starboard S LLC during the past sixty days are set forth in Schedule B and are incorporated herein by reference.

 

C. Starboard C LP

 

  (a) As of the close of business on August 12, 2016, Starboard C LP beneficially owned 119,970 Shares.

 

Percentage: Less than 1%

 

  (b) 1. Sole power to vote or direct vote:  119,970

 

  2. Shared power to vote or direct vote: 0

 

  3. Sole power to dispose or direct the disposition:  119,970

 

  4. Shared power to dispose or direct the disposition: 0

 

  (c) The transactions in the Shares by Starboard C LP during the past sixty days are set forth in Schedule B and are incorporated herein by reference.

 

D. Starboard R LP

 

 

CUSIP No. 860372101SCHEDULE 13D Page 19 of 27 Pages

 

  (a) Starboard R LP, as the general partner of Starboard C LP, may be deemed the beneficial owner of the 119,970 shares owned by Starboard C LP.

 

Percentage: Less than 1%

 

  (b) 1. Sole power to vote or direct vote:  119,970

 

  2. Shared power to vote or direct vote: 0

 

  3. Sole power to dispose or direct the disposition:  119,970

 

  4. Shared power to dispose or direct the disposition: 0

 

  (c) Starboard R LP has not entered into any transactions in the Shares during the past sixty days.  The transactions in the Shares on behalf of Starboard C LP during the past sixty days are set forth in Schedule B and are incorporated herein by reference.

 

 

E. Starboard R GP

 

  (a) Starboard R GP, as the general partner of Starboard R LP, may be deemed the beneficial owner of the 119,970 shares owned by Starboard C LP.

 

Percentage: Less than 1%

 

  (b) 1. Sole power to vote or direct vote:  119,970

 

  2. Shared power to vote or direct vote: 0

 

  3. Sole power to dispose or direct the disposition:  119,970

 

  4. Shared power to dispose or direct the disposition: 0

 

  (c) Starboard R GP has not entered into any transactions in the Shares during the past sixty days.  The transactions in the Shares on behalf of Starboard C LP during the past sixty days are set forth in Schedule B and are incorporated herein by reference.

 

 

F. Starboard Value LP

 

  (a) As of the close of business on August 12, 2016, 251,895 Shares were held in the Starboard Value LP Account.  Starboard Value LP, as the investment manager of Starboard V&O Fund, Starboard C LP and the Starboard Value LP Account and the manager of Starboard S LLC, may be deemed the beneficial owner of the (i) 1,726,345 Shares owned by Starboard V&O Fund, (ii) 216,790 Shares owned by Starboard S LLC, (iii) 119,970 Shares owned by Starboard C LP, and (iv) 251,895 Shares held in the Starboard Value LP Account.

 

Percentage: Approximately 9.9%

 

  (b) 1. Sole power to vote or direct vote: 2,315,000

 

  2. Shared power to vote or direct vote: 0

 

  3. Sole power to dispose or direct the disposition: 2,315,000

 

  4. Shared power to dispose or direct the disposition: 0

 

CUSIP No. 860372101SCHEDULE 13D Page 20 of 27 Pages

 

  (c) The transactions in the Shares by Starboard Value LP through the Starboard Value LP Account and on behalf of each of Starboard V&O Fund, Starboard S LLC and Starboard C LP during the past sixty days are set forth in Schedule B and are incorporated herein by reference.

 

G. Starboard Value GP

 

  (a) Starboard Value GP, as the general partner of Starboard Value LP, may be deemed the beneficial owner of the (i) 1,726,345 Shares owned by Starboard V&O Fund, (ii) 216,790 Shares owned by Starboard S LLC, (iii) 119,970 Shares owned by Starboard C LP, and (iv) 251,895 Shares held in the Starboard Value LP Account.

 

  Percentage: Approximately 9.9%

 

  (b) 1. Sole power to vote or direct vote: 2,315,000

 

  2. Shared power to vote or direct vote: 0

 

  3. Sole power to dispose or direct the disposition: 2,315,000

 

  4. Shared power to dispose or direct the disposition: 0

 

  (c) Starboard Value GP has not entered into any transactions in the Shares during the past sixty days.  The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard Value LP Account during the past sixty days are set forth in Schedule B and are incorporated herein by reference.

 

 

 

H. Principal Co

 

  (a) Principal Co, as a member of Starboard Value GP, may be deemed the beneficial owner of the (i) 1,726,345 Shares owned by Starboard V&O Fund, (ii) 216,790 Shares owned by Starboard S LLC, (iii) 119,970 Shares owned by Starboard C LP, and (iv) 251,895 Shares held in the Starboard Value LP Account.

 

Percentage: Approximately 9.9%

 

  (b) 1. Sole power to vote or direct vote: 2,315,000

 

  2. Shared power to vote or direct vote: 0

 

  3. Sole power to dispose or direct the disposition: 2,315,000

 

  4. Shared power to dispose or direct the disposition: 0

 

  (c) Principal Co has not entered into any transactions in the Shares during the past sixty days.  The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard Value LP Account during the past sixty days are set forth in Schedule B and are incorporated herein by reference.

 

I. Principal GP

 

 

CUSIP No. 860372101SCHEDULE 13D Page 21 of 27 Pages

 

  (a) Principal GP, as the general partner of Principal Co, may be deemed the beneficial owner of the (i) 1,726,345 Shares owned by Starboard V&O Fund, (ii) 216,790 Shares owned by Starboard S LLC, (iii) 119,970 Shares owned by Starboard C LP, and (iv) 251,895 Shares held in the Starboard Value LP Account.

 

Percentage: Approximately 9.9%

 

  (b) 1. Sole power to vote or direct vote: 2,315,000

 

  2. Shared power to vote or direct vote: 0

 

  3. Sole power to dispose or direct the disposition: 2,315,000

 

  4. Shared power to dispose or direct the disposition: 0

 

  (c) Principal GP has not entered into any transactions in the Shares during the past sixty days.  The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard Value LP Account during the past sixty days are set forth in Schedule B and are incorporated herein by reference.

 

J. Messrs. Smith, Mitchell and Feld

 

  (a) Each of Messrs. Smith, 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) 1,726,345 Shares owned by Starboard V&O Fund, (ii) 216,790 Shares owned by Starboard S LLC, (iii) 119,970 Shares owned by Starboard C LP, and (iv) 251,895 Shares held in the Starboard Value LP Account.

 

Percentage: Approximately 9.9%

 

  (b) 1. Sole power to vote or direct vote: 0

 

  2. Shared power to vote or direct vote: 2,315,000

 

  3. Sole power to dispose or direct the disposition: 0

 

  4. Shared power to dispose or direct the disposition: 2,315,000

 

  (c) None of Messrs. Smith, Mitchell or Feld has entered into any transactions in the Shares during the past sixty days.  The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard Value LP Account during the past sixty days are set forth in Schedule B and are incorporated herein by reference.

 

 

Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons.  Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

 

  (d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

 

  (e) Not applicable.

 

 

 

CUSIP No. 860372101SCHEDULE 13D Page 22 of 27 Pages

 

Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

 

On August 12, 2016, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 1 and is incorporated herein by reference.

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Item 7. MATERIAL TO BE FILED AS EXHIBITS.

 

Exhibit Title
1 Joint Filing Agreement by and among Starboard Value and Opportunity Master Fund Ltd, Starboard Value and Opportunity S LLC, Starboard Value and Opportunity C LP, Starboard Value R LP, Starboard Value R GP LLC, Starboard Value LP, Starboard Value GP LLC, Starboard Principal Co LP, Starboard Principal Co GP LLC, Jeffrey C. Smith, Mark R. Mitchell and Peter A. Feld, dated August 12, 2016.
2 Power of Attorney for Jeffrey C. Smith, Mark R. Mitchell and Peter A. Feld, dated September 15, 2011.

 

CUSIP No. 860372101SCHEDULE 13D Page 23 of 27 Pages

 

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:  August 12, 2016

 

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 AND OPPORTUNITY C LP

By: Starboard Value R LP,

      its general partner

 

STARBOARD VALUE R LP

By: Starboard Value R GP LLC,

      its general partner

 

STARBOARD VALUE LP

By: Starboard Value GP LLC,

      its general partner

 

 

 

 

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

  

STARBOARD VALUE R GP LLC

 

 

 

 

  By: /s/ Jeffrey C. Smith  
    Name:  Jeffrey C. Smith  
    Title:    Authorized Signatory  

  

 

 

/s/ Jeffrey C. Smith    
JEFFREY C. SMITH    
Individually and as attorney-in-fact for Mark R. Mitchell and Peter A. Feld.    

 

 

 

CUSIP No. 860372101SCHEDULE 13D Page 24 of 27 Pages


SCHEDULE A

 

Directors and Officers of Starboard Value and Opportunity Master Fund Ltd

 

Name and Position   Principal Occupation   Principal Business Address   Citizenship
             

Patrick Agemian

Director

  Director of Global Funds Management, Ltd.  

PO Box 10034, Harbour Place

2nd Floor

103 South Church Street

Grand Cayman

Cayman Islands, KY1-1001

  Canada
             

Mark R. Mitchell

Director*

           
             

Don Seymour

Director

  Managing Director of dms Management Ltd.  

dms Management Ltd.

dms House, 20 Genesis Close

P.O. Box 31910

Grand Cayman

Cayman Islands, KY1-1208

  Cayman Islands

 

* Mr. Mitchell is a Reporting Person and, as such, the information with respect to Mr. Mitchell called for by Item 2 of Schedule 13D is set forth therein.

 

CUSIP No. 860372101SCHEDULE 13D Page 25 of 27 Pages

 

SCHEDULE B

 

Transactions in the Shares During the Past Sixty Days

 

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD

 

Nature of the Transaction

Amount of Securities

Purchased/(Sold)

Price per Share($)

Date of

Purchase/Sale

Purchase of Common Stock            48,425 42.2698 07/06/2016
Purchase of Common Stock            49,542 42.6521 07/07/2016
Purchase of Common Stock            24,958 43.5291 07/08/2016
Purchase of Common Stock              6,088 42.9056 07/19/2016
Purchase of Common Stock            66,916 42.8934 07/19/2016
Purchase of Common Stock            38,746 42.9051 07/20/2016
Purchase of Common Stock              2,012 42.8439 07/21/2016
Purchase of Common Stock            26,075 41.9245 07/21/2016
Purchase of Common Stock            48,425 42.3430 07/21/2016
Purchase of Common Stock            34,866 43.1564 07/22/2016
Purchase of Common Stock                  372 42.8840 07/22/2016
Purchase of Common Stock            18,625 42.9949 07/25/2016
Purchase of Common Stock            37,250 43.0174 07/27/2016
Purchase of Common Stock            71,070 43.4395 07/28/2016
Purchase of Common Stock            14,605 43.1100 07/29/2016
Purchase of Common Stock              1,285 43.0876 08/01/2016
Purchase of Common Stock              6,027 43.1350 08/01/2016
Purchase of Common Stock            29,888 43.2930 08/01/2016
Purchase of Common Stock              6,431 43.6215 08/02/2016
Purchase of Common Stock              7,807 43.6428 08/02/2016
Purchase of Common Stock            17,484 43.5455 08/02/2016
Purchase of Common Stock          133,171 43.5006 08/02/2016
Purchase of Common Stock                  446 43.7933 08/03/2016
Purchase of Common Stock                  818 44.1891 08/03/2016
Purchase of Common Stock            12,201 44.2480 08/03/2016
Purchase of Common Stock            12,460 43.8962 08/03/2016
Purchase of Common Stock            24,981 44.1834 08/03/2016
Purchase of Common Stock                  670 44.4006 08/04/2016
Purchase of Common Stock            32,112 44.4832 08/04/2016
Purchase of Common Stock            35,687 44.6527 08/04/2016
Purchase of Common Stock              2,043 44.4550 08/04/2016
Purchase of Common Stock            57,328 44.6307 08/05/2016
Purchase of Common Stock            15,343 44.2918 08/08/2016
Purchase of Common Stock               1,858 44.4977 08/08/2016
Purchase of Common Stock            26,040 44.6258 08/08/2016
Purchase of Common Stock               3,720 44.2850 08/08/2016
Purchase of Common Stock            25,906 44.6583 08/09/2016
Purchase of Common Stock            22,430 44.6481 08/09/2016
Purchase of Common Stock         108,277 44.8691 08/09/2016
Purchase of Common Stock            19,577 44.7489 08/09/2016
Purchase of Common Stock            26,902 46.0155 08/10/2016
Purchase of Common Stock            21,630 46.1561 08/10/2016
Purchase of Common Stock         119,040 45.2998 08/10/2016
Purchase of Common Stock                    74     45.7100 08/10/2016
Purchase of Common Stock            16,430 46.3919 08/11/2016
Purchase of Common Stock            22,843 46.4570 08/11/2016
Purchase of Common Stock            59,826 46.6418 08/11/2016
Purchase of Common Stock            22,065 46.5786 08/12/2016
Purchase of Common Stock Upon Exercise of Call Options            344,570 39.6664 08/12/2016

 

 

 

 

CUSIP No. 860372101SCHEDULE 13D Page 26 of 27 Pages

 

STARBOARD VALUE AND OPPORTUNITY S LLC

 

Nature of the Transaction

Amount of Securities

Purchased/(Sold)

Price per Share($)

Date of

Purchase/Sale

Purchase of Common Stock 6,110 42.2698 07/06/2016
Purchase of Common Stock 6,251 42.6521 07/07/2016
Purchase of Common Stock 3,149 43.5291 07/08/2016
Purchase of Common Stock 768 42.9056 07/19/2016
Purchase of Common Stock 8,443 42.8934 07/19/2016
Purchase of Common Stock 4,889 42.9051 07/20/2016
Purchase of Common Stock 254 42.8439 07/21/2016
Purchase of Common Stock 3,290 41.9245 07/21/2016
Purchase of Common Stock 6,110 42.3430 07/21/2016
Purchase of Common Stock 4,399 43.1564 07/22/2016
Purchase of Common Stock 47 42.8840 07/22/2016
Purchase of Common Stock 2,350 42.9949 07/25/2016
Purchase of Common Stock 4,700 43.0174 07/27/2016
Purchase of Common Stock 8,967 43.4395 07/28/2016
Purchase of Common Stock 1,843 43.1100 07/29/2016
Purchase of Common Stock 162 43.0876 08/01/2016
Purchase of Common Stock 762 43.1350 08/01/2016
Purchase of Common Stock 3,776 43.2930 08/01/2016
Purchase of Common Stock 813 43.6215 08/02/2016
Purchase of Common Stock 986 43.6428 08/02/2016
Purchase of Common Stock 2,209 43.5455 08/02/2016
Purchase of Common Stock 16,825 43.5006 08/02/2016
Purchase of Common Stock 57 43.7933 08/03/2016
Purchase of Common Stock 104 44.1891 08/03/2016
Purchase of Common Stock 1,542 44.2480 08/03/2016
Purchase of Common Stock 1,574 43.8962 08/03/2016
Purchase of Common Stock 3,156 44.1834 08/03/2016
Purchase of Common Stock 84 44.4006 08/04/2016
Purchase of Common Stock 4,057 44.4832 08/04/2016
Purchase of Common Stock 4,509 44.6527 08/04/2016
Purchase of Common Stock 258 44.4550 08/04/2016
Purchase of Common Stock               7,243 44.6307 08/05/2016
Purchase of Common Stock               1,938 44.2918 08/08/2016
Purchase of Common Stock                   235 44.4977 08/08/2016
Purchase of Common Stock               3,290 44.6258 08/08/2016
Purchase of Common Stock                   470 44.2850 08/08/2016
Purchase of Common Stock               3,273 44.6583 08/09/2016
Purchase of Common Stock               2,834 44.6481 08/09/2016
Purchase of Common Stock            13,680 44.8691 08/09/2016
Purchase of Common Stock               2,473 44.7489 08/09/2016
Purchase of Common Stock               3,399 46.0155 08/10/2016
Purchase of Common Stock               2,733 46.1561 08/10/2016
Purchase of Common Stock            15,040 45.2998 08/10/2016
Purchase of Common Stock                      10 45.7100 08/10/2016
Purchase of Common Stock               2,076 46.3919 08/11/2016
Purchase of Common Stock               2,886 46.4570 08/11/2016
Purchase of Common Stock               7,559 46.6418 08/11/2016
Purchase of Common Stock 2,787 46.5786 08/12/2016
Purchase of Common Stock Upon Exercise of Call Options 42,420 39.6738 08/12/2016

 

STARBOARD VALUE AND OPPORTUNITY C LP

Nature of the Transaction

Amount of Securities

Purchased/(Sold)

Price per Share($)

Date of

Purchase/Sale

Purchase of Common Stock 3,380 42.2698 07/06/2016
Purchase of Common Stock 3,458 42.6521 07/07/2016
Purchase of Common Stock 1,742 43.5291 07/08/2016
Purchase of Common Stock 425 42.9056 07/19/2016
Purchase of Common Stock 4,671 42.8934 07/19/2016
Purchase of Common Stock 2,704 42.9051 07/20/2016
Purchase of Common Stock 140 42.8439 07/21/2016
Purchase of Common Stock 1,820 41.9245 07/21/2016
Purchase of Common Stock 3,380 42.3430 07/21/2016
Purchase of Common Stock 2,434 43.1564 07/22/2016
Purchase of Common Stock 26 42.8840 07/22/2016
Purchase of Common Stock 1,300 42.9949 07/25/2016
Purchase of Common Stock 2,600 43.0174 07/27/2016
Purchase of Common Stock 4,961 43.4395 07/28/2016
Purchase of Common Stock 1,019 43.1100 07/29/2016
Purchase of Common Stock 90 43.0876 08/01/2016
Purchase of Common Stock 421 43.1350 08/01/2016
Purchase of Common Stock 2,089 43.2930 08/01/2016
Purchase of Common Stock 449 43.6215 08/02/2016
Purchase of Common Stock 546 43.6428 08/02/2016
Purchase of Common Stock 1,222 43.5455 08/02/2016
Purchase of Common Stock 9,308 43.5006 08/02/2016
Purchase of Common Stock 31 43.7933 08/03/2016
Purchase of Common Stock 57 44.1891 08/03/2016
Purchase of Common Stock 853 44.2480 08/03/2016
Purchase of Common Stock 871 43.8962 08/03/2016
Purchase of Common Stock 1,746 44.1834 08/03/2016
Purchase of Common Stock 47 44.4006 08/04/2016
Purchase of Common Stock 2,244 44.4832 08/04/2016
Purchase of Common Stock 2,494 44.6527 08/04/2016
Purchase of Common Stock 143 44.4550 08/04/2016
Purchase of Common Stock               4,007 44.6307 08/05/2016
Purchase of Common Stock               1,072 44.2918 08/08/2016
Purchase of Common Stock                   130 44.4977 08/08/2016
Purchase of Common Stock               1,820 44.6258 08/08/2016
Purchase of Common Stock                   260 44.2850 08/08/2016
Purchase of Common Stock               1,811 44.6583 08/09/2016
Purchase of Common Stock               1,568 44.6481 08/09/2016
Purchase of Common Stock               7,568 44.8691 08/09/2016
Purchase of Common Stock               1,368 44.7489 08/09/2016
Purchase of Common Stock               1,880 46.0155 08/10/2016
Purchase of Common Stock               1,512 46.1561 08/10/2016
Purchase of Common Stock               8,320 45.2998 08/10/2016
Purchase of Common Stock                         5 45.7100 08/10/2016
Purchase of Common Stock               1,148 46.3919 08/11/2016
Purchase of Common Stock               1,596 46.4570 08/11/2016
Purchase of Common Stock               4,181 46.6418 08/11/2016
Purchase of Common Stock 1,543 46.5786 08/12/2016
Purchase of Common Stock Upon Exercise of Call Options 23,510 39.6730 08/12/2016

 

 

CUSIP No. 860372101SCHEDULE 13D Page 27 of 27 Pages

 

 

STARBOARD VALUE LP

(through the Starboard Value LP Account)

Nature of the Transaction

Amount of Securities

Purchased/(Sold)

Price per Share($)

Date of

Purchase/Sale

Purchase of Common Stock 7,085 42.2698 07/06/2016
Purchase of Common Stock 7,248 42.6521 07/07/2016
Purchase of Common Stock 3,652 43.5291 07/08/2016
Purchase of Common Stock 891 42.9056 07/19/2016
Purchase of Common Stock 9,790 42.8934 07/19/2016
Purchase of Common Stock 5,669 42.9051 07/20/2016
Purchase of Common Stock 294 42.8439 07/21/2016

Purchase of Common Stock 3,815 41.9245 07/21/2016
Purchase of Common Stock 7,085 42.3430 07/21/2016
Purchase of Common Stock 5,101 43.1564 07/22/2016
Purchase of Common Stock 55 42.8840 07/22/2016
Purchase of Common Stock 2,725 42.9949 07/25/2016
Purchase of Common Stock 5,450 43.0174 07/27/2016
Purchase of Common Stock 10,398 43.4395 07/28/2016
Purchase of Common Stock 2,137 43.1100 07/29/2016
Purchase of Common Stock 190 43.0876 08/01/2016
Purchase of Common Stock 891 43.1350 08/01/2016
Purchase of Common Stock 4,419 43.2930 08/01/2016
Purchase of Common Stock 951 43.6215 08/02/2016
Purchase of Common Stock 1,154 43.6428 08/02/2016
Purchase of Common Stock 2,585 43.5455 08/02/2016
Purchase of Common Stock 19,689 43.5006 08/02/2016
Purchase of Common Stock 66 43.7933 08/03/2016
Purchase of Common Stock 121 44.1891 08/03/2016
Purchase of Common Stock 1,804 44.2480 08/03/2016
Purchase of Common Stock 1,842 43.8962 08/03/2016
Purchase of Common Stock 3,693 44.1834 08/03/2016
Purchase of Common Stock 99 44.4006 08/04/2016
Purchase of Common Stock 4,748 44.4832 08/04/2016
Purchase of Common Stock 5,277 44.6527 08/04/2016
Purchase of Common Stock 302 44.4550 08/04/2016
Purchase of Common Stock 8,476 44.6307 08/05/2016
Purchase of Common Stock 2,268 44.2918 08/08/2016
Purchase of Common Stock 275 44.4977 08/08/2016
Purchase of Common Stock 3,850 44.6258 08/08/2016
Purchase of Common Stock 550 44.2850 08/08/2016
Purchase of Common Stock 3,830 44.6583 08/09/2016
Purchase of Common Stock 3,316 44.6481 08/09/2016
Purchase of Common Stock 16,009 44.8691 08/09/2016
Purchase of Common Stock 2,895 44.7489 08/09/2016
Purchase of Common Stock 3,978 46.0155 08/10/2016
Purchase of Common Stock 3,198 46.1561 08/10/2016
Purchase of Common Stock 17,600 45.2998 08/10/2016
Purchase of Common Stock 11 45.7100 08/10/2016
Purchase of Common Stock 2,429 46.3919 08/11/2016
Purchase of Common Stock 3,377 46.4570 08/11/2016
Purchase of Common Stock 8,845 46.6418 08/11/2016
Purchase of Common Stock 48,500 46.5969 08/11/2016
Purchase of Common Stock 3,262 46.5786 08/12/2016