sc13d08016008_01022015.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No.  )1

OM Group, Inc.
(Name of Issuer)

Common Stock, $0.01 par value per share
(Title of Class of Securities)

670872100
(CUSIP Number)
 
DAVID A. LORBER
FRONTFOUR CAPITAL GROUP LLC
35 Mason Street, 4th Floor
Greenwich, Connecticut 06830
(203) 274-9050
 
STEVE WOLOSKY, ESQ.
OLSHAN FROME WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

January 2, 2015
(Date of Event Which Requires Filing of This Statement)

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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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 § 240.13d-7 for other parties to whom copies are to be sent.


_______________
1              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. 670872100
 
1
NAME OF REPORTING PERSON
 
FRONTFOUR CAPITAL GROUP 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
 
- 0 -
8
SHARED VOTING POWER
 
1,698,471
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
1,698,471
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,698,471
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.5%
14
TYPE OF REPORTING PERSON
 
IA

 
2
 
CUSIP NO. 670872100
 
1
NAME OF REPORTING PERSON
 
FRONTFOUR MASTER FUND, LTD.
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
 
CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
1,089,746
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
1,089,746
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,089,746
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.5%
14
TYPE OF REPORTING PERSON
 
CO

 
3
 
CUSIP NO. 670872100
 
1
NAME OF REPORTING PERSON
 
FRONTFOUR OPPORTUNITY FUND
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
 
BRITISH COLUMBIA, CANADA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
95,635
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
95,635
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
95,635
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

 
4
 
CUSIP NO. 670872100
 
1
NAME OF REPORTING PERSON
 
FRONTFOUR CAPITAL CORP.
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
 
BRITISH COLUMBIA, CANADA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
95,635
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
95,635
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
95,635
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
 
CO

 
5
 
CUSIP NO. 670872100
 
1
NAME OF REPORTING PERSON
 
STEPHEN LOUKAS
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
 
1,794,106
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
1,794,106
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,794,106
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.8%
14
TYPE OF REPORTING PERSON
 
IN

 
6
 
CUSIP NO. 670872100
 
1
NAME OF REPORTING PERSON
 
DAVID A. LORBER
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
 
1,794,106
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
1,794,106
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,794,106
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.8%
14
TYPE OF REPORTING PERSON
 
IN

 
7
 
CUSIP NO. 670872100
 
1
NAME OF REPORTING PERSON
 
ZACHARY GEORGE
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
 
1,794,106
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
1,794,106
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,794,106
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.8%
14
TYPE OF REPORTING PERSON
 
IN

 
8
 
CUSIP NO. 670872100
 
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, $0.01 par value per share (the “Shares”), of OM Group, Inc., a Delaware corporation (the “Issuer”).  The address of the principal executive offices of the Issuer is Flats East Bank Building, 950 Main Avenue, Suite 1300, Cleveland, Ohio 44113.
 
Item 2.
Identity and Background.
 
(a)           This statement is filed by:
 
 
(i)
FrontFour Capital Group LLC, a limited liability company formed under the laws of the State of Delaware (“FrontFour Capital”);
 
 
(ii)
FrontFour Master Fund, Ltd., an exempted company formed under the laws of the Cayman Islands (the “Master Fund”);
 
 
(iii)
FrontFour Opportunity Fund, a mutual fund trust formed under the laws of British Columbia, Canada (the “Canadian Fund”);
 
 
(iv)
FrontFour Capital Corp., a corporation formed under the laws of British Columbia, Canada (“FrontFour Corp.”);
 
 
(v)
Stephen Loukas (“Mr. Loukas”);
 
 
(vi)
David A. Lorber (“Mr. Lorber”); and
 
 
(vii)
Zachary George (“Mr. George”).
 
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 principal business address of each of FrontFour Capital and Messrs. Loukas, Lorber and George is 35 Mason Street, 4th Floor, Greenwich, Connecticut 06830. The principal business address of the Master Fund is c/o Ogier Fiduciary Services (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman KY1-9007, Cayman Islands. The principal business address of each of FrontFour Corp. and the Canadian Fund is 140 Yonge Street, Suite 305, Toronto, ON M5C 1X6. The directors, executive officers and principals of each of FrontFour Capital, the Master Fund, the Canadian Fund and FrontFour Corp. and their principal occupations and business addresses are set forth on Schedule A attached hereto and are incorporated by reference in this Item 2. To the best of the Reporting Persons’ knowledge, except as otherwise set forth herein, none of the persons listed on Schedule A beneficially owns any securities of the Issuer or is a party to any contract, agreement or understanding required to be disclosed herein.
 
(c)           The principal business of each of the Master Fund and the Canadian Fund is investing in securities. The principal business of FrontFour Capital is serving as the investment manager of the Master Fund and of accounts it separately manages (the “Separately Managed Accounts”).  The principal occupation of each of Messrs. Loukas, Lorber and George is serving as a managing member and principal owner of FrontFour Capital. By virtue of these relationships, each of FrontFour Capital and Messrs. Loukas, Lorber and George may be deemed to beneficially own the Shares directly owned by the Master Fund and the Separately Managed Accounts.
 
 
9
 
CUSIP NO. 670872100
 
The principal business of FrontFour Corp. is serving as the investment manager of the Canadian Fund.  Messrs. Loukas, Lorber and George are the principal owners and the directors of FrontFour Corp.  By virtue of these relationships, each of FrontFour Corp. and Messrs. Loukas, Lorber and George may be deemed to beneficially own the Shares directly owned by the Canadian Fund.
 
(d)           No Reporting Person, nor any person listed on Schedule A, 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, 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. Loukas, Lorber and George 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 and call options purchased by each of the Master Fund and the Canadian Fund, and the Shares and call options held in the Separately Managed 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). The aggregate purchase price of the 972,446 Shares owned directly by the Master Fund is approximately $26,378,181, including brokerage commissions.  The aggregate purchase price of the call options exercisable into 117,300 Shares owned directly by the Master Fund is approximately $78,932, including brokerage commissions.  The aggregate purchase price of the 85,235 Shares owned directly by the Canadian Fund is approximately $2,314,421, including brokerage commissions.  The aggregate purchase price of the call options exercisable into 10,400 Shares owned directly by the Canadian Fund is approximately $6,998, including brokerage commissions.  The aggregate purchase price of the 543,425 Shares held in the Separately Managed Accounts is approximately $14,881,224, including brokerage commissions.  The aggregate purchase price of the call options exercisable into 65,300 Shares held in the Separately Managed Accounts is approximately $44,287, including brokerage commissions.
 
Item 4.
Purpose of Transaction.
 
The Reporting Persons purchased the securities of the Issuer reported herein based on their belief that such securities, when purchased, were undervalued and represented an attractive investment opportunity. The Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of securities of the Issuer on the open market or in private transactions or otherwise. 

On January 9, 2015, FrontFour Capital delivered a letter to Joseph M. Scaminace, the Issuer’s Chairman of the Board and CEO, expressing serious concerns with the Issuer’s performance and destruction of shareholder value.  FrontFour Capital discussed in the letter the clear trend of missed financial targets by the Issuer as evidenced by the material downward revision of EBITDA guidance twice during 2014 along with the reduction in long term revenue growth expectations.  The Issuer has generated poor returns on capital while unfortunately continuing to pursue an M&A strategy that has destroyed significant value.  Additionally, the Issuer has a bloated cost structure, and is significantly overcapitalized given the Issuer’s net cash position and the excess cash trapped within working capital.  FrontFour Capital also believes these cumulative factors have caused the Issuer’s Shares to significantly underperform both the broader equity markets and its peer group over a sustained period of time.
 
 
10
 
CUSIP NO. 670872100
 
FrontFour Capital believes the Issuer is deeply undervalued and a clear path to value creation exists through a cost-cutting opportunity of at least $50 million, the release of $30 million in working capital and a $250 million stock buyback.  Given management’s track record to date, FrontFour Capital believes meaningful change in the form of oversight, accountability and a fresh perspective is necessary to realize this value.  FrontFour Capital stated in the letter that if it cannot reach an agreement with the Issuer on Board composition and implementation of these necessary changes, including an immediate moratorium on future acquisitions, it is prepared to nominate 3 individuals for election to the Board at the upcoming 2015 annual meeting of shareholders of the Issuer.  FrontFour Capital has been successful in effectuating significant operational improvements in a number of companies within the industry, and looks forward to maintaining a constructive dialogue with the Board during this transition process. A copy of this letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference.  FrontFour Capital also issued a press release publicly disclosing the letter, a copy of which is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
 
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 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 the Issuer, engaging in discussions with stockholders of the Issuer and others (including investment banks and other members of the investment community) about the Issuer and the Reporting Persons’ investment, making proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including the addition or removal of directors) or changing their intention with respect to any and all matters referred to in Item 4.
 
Item 5.
Interest in Securities of the Issuer.
 
(a)           The aggregate percentage of Shares reported owned by each person named herein is based upon 30,817,045 Shares outstanding as of October 28, 2014, 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 October 29, 2014.
 
As of the close of business on January 8, 2015, the Master Fund beneficially owned directly 1,089,746 Shares (including 117,300 Shares underlying certain call options exercisable within 60 days of the date hereof), the Canadian Fund beneficially owned directly 95,635 Shares (including 10,400 Shares underlying certain call options exercisable within 60 days of the date hereof), and 608,725 Shares (including 65,300 Shares underlying certain call options exercisable within 60 days of the date hereof) were held in the Separately Managed Accounts, constituting approximately 3.5%, less than 1%, and approximately 2.0%, respectively, of the Shares outstanding.
 
FrontFour Capital, as the investment manager of the Master Fund and the Separately Managed Accounts, may be deemed to beneficially own the 1,698,471 Shares directly beneficially owned in the aggregate by the Master Fund and held in the Separately Managed Accounts, constituting approximately 5.5% of the Shares outstanding.
 
FrontFour Corp., as the investment manager of the Canadian Fund, may be deemed to beneficially own the 95,635 Shares directly beneficially owned by the Canadian Fund, constituting less than 1% of the Shares outstanding.
 
Each of Messrs. Loukas, Lorber and George, as a managing member and principal owner of FrontFour Capital and a principal owner of FrontFour Corp., may be deemed to beneficially own the 1,794,106 Shares directly beneficially owned in the aggregate by the Master Fund and the Canadian Fund and held in the Separately Managed Accounts, constituting approximately 5.8% of the Shares outstanding.
 
Each of the Reporting Persons, as a member of a “group” with the other Reporting Persons for purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), may be deemed to beneficially own the securities of the Issuer owned by the other Reporting Persons.  The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities of the Issuer he or it does not directly own.  Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.
 
 
11
 
CUSIP NO. 670872100
 
(b)           Each of the Master Fund, FrontFour Capital and Messrs. Loukas, Lorber and George have shared power to vote or direct the vote of, and to dispose or direct the disposition of, the Shares owned directly by the Master Fund.
 
Each of FrontFour Capital and Messrs. Loukas, Lorber and George have shared power to vote or direct the vote of, and to dispose or direct the disposition of, the Shares held in the Separately Managed Accounts.
 
Each of the Canadian Fund, FrontFour Corp. and Messrs. Loukas, Lorber and George have shared power to vote or direct the vote of, and to dispose or direct the disposition of, the Shares owned directly by the Canadian Fund.
 
(c)           The transactions in the securities of the Issuer effected by the Reporting Persons during the past 60 days are set forth on Schedule B attached hereto. All of such transactions were effected in the open market except as otherwise set forth 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.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
On January 9, 2015, 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 securities of the Issuer, to the extent required by applicable law.  A copy of this agreement is attached hereto as Exhibit 99.3 and is incorporated herein by reference.
 
The Master Fund, the Canadian Fund and the Separately Managed Accounts have purchased exchange-listed call options referencing an aggregate of 38,000 Shares, which have an exercise price of $30.00 per Share and expire on January 17, 2015.
 
The Master Fund, the Canadian Fund and the Separately Managed Accounts have purchased exchange-listed call options referencing an aggregate of 155,000 Shares, which have an exercise price of $35.00 per Share and expire on June 19, 2015.
 
Except as described above in this Item 6, none of the Reporting Persons has any contracts, arrangements, understandings or relationships with respect to the securities of the Issuer.
 
Item 7.
Material to be Filed as Exhibits.
 
 
Exhibit No.
Description
 
 
99.1
Letter to OM Group, Inc., dated January 9, 2015.

 
99.2
Press Release, issued January 9, 2015.

 
99.3
Joint Filing Agreement, dated January 9, 2015.
 
 
12
 
CUSIP NO. 670872100
 
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:  January 9, 2015
FrontFour Master Fund, Ltd.
   
 
By:
FrontFour Capital Group LLC
as Investment Manager
   
 
By:
/s/ David A. Lorber
   
Name:
David A. Lorber
   
Title:
Managing Member


 
FrontFour Capital Group LLC
   
 
By:
/s/ David A. Lorber
   
Name:
David A. Lorber
   
Title:
Managing Member


 
FrontFour Opportunity Fund
     
 
By:
FrontFour Capital Corp.
as Investment Manager
   
 
By:
/s/ David A. Lorber
   
Name:
David A. Lorber
   
Title:
Authorized Signatory


 
FrontFour Capital Corp.
   
 
By:
/s/ David A. Lorber
   
Name:
David A. Lorber
   
Title:
Authorized Signatory


 
/s/ Stephen Loukas
 
Stephen Loukas


 
/s/ David A. Lorber
 
David A. Lorber


 
/s/ Zachary George
 
Zachary George
 
 
13
 
CUSIP NO. 670872100
 
SCHEDULE A
 
Directors, Executive Officers and Principals of Certain Reporting Persons
 
FrontFour Capital Group LLC
 
Name and Position
  
Principal Occupation
  
Principal Business Address
  
Citizenship
             
Justin Hirsch,
Chief Financial Officer and Chief Compliance Officer
 
  
Chief Financial Officer and Chief Compliance Officer of FrontFour Capital Group LLC
 
  
35 Mason Street, 4th Floor
Greenwich, Connecticut 06830
  
USA

 
FrontFour Master Fund, Ltd.
 
Name and Position
  
Principal Occupation
  
Principal Business Address
  
Citizenship
             
David A. Lorber,
Director
 
  
Managing Member and principal owner of FrontFour Capital Group LLC
  
35 Mason Street, 4th Floor
Greenwich, Connecticut 06830
  
USA
             
John Ackerley,
Director
  
Director at Carne Global Financial Services (Cayman) Limited
  
Grand Pavilion Commercial Centre
802 West Bay Road
PO Box 30872
Grand Cayman, KY1-1204
Cayman Islands
  
United Kingdom
             
Jonathan Morgan,
Director
  
Principal owner of Sound Fund Advisors LLC
  
30 Old Kings Highway South
Darien, Connecticut 06820
 
  
USA
             
Justin Hirsch,
Chief Financial Officer and Chief Compliance Officer
 
  
Chief Financial Officer and Chief Compliance Officer of FrontFour Capital Group LLC
 
  
35 Mason Street, 4th Floor
Greenwich, Connecticut 06830
  
USA

 
 
 
CUSIP NO. 670872100
 
FrontFour Capital Corp.
 
Name and Position
  
Principal Occupation
  
Principal Business Address
  
Citizenship
             
Stephen Loukas,
Director
 
  
Managing Member and principal owner of FrontFour Capital Group LLC
  
35 Mason Street, 4th Floor
Greenwich, Connecticut 06830
  
USA
             
David A. Lorber,
Director
  
Managing Member and principal owner of FrontFour Capital Group LLC
  
35 Mason Street, 4th Floor
Greenwich, Connecticut 06830
  
USA
             
Zachary George,
Director
  
Managing Member and principal owner of FrontFour Capital Group LLC
  
35 Mason Street, 4th Floor
Greenwich, Connecticut 06830
  
USA
             
Justin Hirsch,
Chief Financial Officer and Chief Compliance Officer
 
  
Chief Financial Officer and Chief Compliance Officer of FrontFour Capital Group LLC
 
  
35 Mason Street, 4th Floor
Greenwich, Connecticut 06830
  
USA


FrontFour Opportunity Fund
 
Name and Position
  
Principal Occupation
  
Principal Business Address
  
Citizenship
             
Stephen Loukas,
Principal
 
  
Managing Member and principal owner of FrontFour Capital Group LLC
  
35 Mason Street, 4th Floor
Greenwich, Connecticut 06830
  
USA
             
David A. Lorber,
Principal
  
Managing Member and principal owner of FrontFour Capital Group LLC
  
35 Mason Street, 4th Floor
Greenwich, Connecticut 06830
  
USA
             
Zachary George,
Principal
  
Managing Member and principal owner of FrontFour Capital Group LLC
  
35 Mason Street, 4th Floor
Greenwich, Connecticut 06830
  
USA
             
Justin Hirsch,
Chief Financial Officer and Chief Compliance Officer
 
  
Chief Financial Officer and Chief Compliance Officer of FrontFour Capital Group LLC
 
  
35 Mason Street, 4th Floor
Greenwich, Connecticut 06830
  
USA

 
 
 
CUSIP NO. 670872100
 
SCHEDULE B
 
Transactions in the Securities of the Issuer During the Past Sixty Days
 

Class of Security
Amount of Securities
Purchased/(Sold)
Price ($)
Date of
Purchase/Sale

FRONTFOUR MASTER FUND, LTD.

Common Stock
6,918
  
26.3122
11/03/2014
Common Stock
8,418
  
25.5885
11/04/2014
Common Stock
7,927
  
26.3013
11/05/2014
Common Stock
3,090
  
26.6921
11/07/2014
Common Stock
6,111
  
26.9944
11/11/2014
Common Stock
5,770
  
27.1848
11/12/2014
Common Stock
6,724
  
27.0607
11/13/2014
Common Stock
3,524
  
27.0468
11/14/2014
Common Stock
17,989
  
26.9907
11/17/2014
Common Stock
6,705
  
26.9505
11/18/2014
Common Stock
10,563
  
26.6279
11/19/2014
Common Stock
6,657
  
26.6671
11/20/2014
Common Stock
13,140
  
27.3469
11/21/2014
Common Stock
19,359
  
27.2392
11/24/2014
Common Stock
16,646
  
27.2865
11/25/2014
Common Stock
20,106
  
27.2649
11/26/2014
Common Stock
38,536
  
27.3463
11/28/2014
Common Stock
16,528
  
26.8397
12/01/2014
Common Stock
9,731
  
26.8897
12/02/2014
Common Stock
9,044
  
27.1168
12/02/2014
Common Stock
23,451
  
27.0060
12/02/2014
Common Stock
663
  
27.6909
12/04/2014
Common Stock
11,857
  
28.0044
12/05/2014
Common Stock
22,305
  
28.3935
12/05/2014
Common Stock
3,015
  
28.1612
12/08/2014
Common Stock
21,680
  
28.2098
12/08/2014
Common Stock
1,734
  
28.0628
12/09/2014
Common Stock
13,789
  
27.4813
12/10/2014
Common Stock
5,119
  
27.5764
12/11/2014
Common Stock
7,357
  
27.5162
12/11/2014
Common Stock
17,377
  
27.2546
12/12/2014
Common Stock
13,858
  
26.8576
12/15/2014
Common Stock
31,735
  
26.9898
12/16/2014
Common Stock
15,415
  
27.4151
12/17/2014
Common Stock
40,090
  
28.3910
12/18/2014
Common Stock
36,293
  
29.1629
12/19/2014
Common Stock
12,533
  
29.9063
12/19/2014
Common Stock
26,287
  
29.9448
12/22/2014
Common Stock
21,721
  
30.5191
12/26/2014
 
 
 
CUSIP NO. 670872100
 
Common Stock
6,097
  
30.2733
12/29/2014
Common Stock
12,191
  
30.2562
12/30/2014
Common Stock
7,203
  
29.9896
12/31/2014
Common Stock
3,998
  
29.8169
01/02/2015
Common Stock
12,976
  
28.8344
01/05/2015
Common Stock
1,809
  
27.5130
01/06/2015
Common Stock
6,186
  
26.8490
01/06/2015
Common Stock
11,589
  
26.8841
01/07/2015
Common Stock
29,203
  
27.4746
01/08/2015
         
January 2015 Call Option
($30 Strike Price)
183
  
0.4347
12/19/2014
January 2015 Call Option
($30 Strike Price)
49
  
0.5988
12/19/2014
June 2015 Call Option
($35 Strike Price)
180
  
0.7268
01/05/2015
June 2015 Call Option
($35 Strike Price)
181
  
0.7500
01/05/2015
June 2015 Call Option
($35 Strike Price)
180
  
0.7500
01/05/2015
June 2015 Call Option
($35 Strike Price)
180
  
0.7000
01/05/2015
June 2015 Call Option
($35 Strike Price)
148
  
0.6746
01/05/2015
June 2015 Call Option
($35 Strike Price)
72
  
0.6000
01/06/2015

 
FRONTFOUR OPPORTUNITY FUND

Common Stock
459
  
26.3122
11/03/2014
Common Stock
635
  
25.5885
11/04/2014
Common Stock
739
  
26.3013
11/05/2014
Common Stock
483
  
26.6921
11/07/2014
Common Stock
551
  
26.9944
11/11/2014
Common Stock
588
  
27.1848
11/12/2014
Common Stock
483
  
27.0607
11/13/2014
Common Stock
581
  
27.0468
11/14/2014
Common Stock
1,572
  
26.9907
11/17/2014
Common Stock
651
  
26.9505
11/18/2014
Common Stock
817
  
26.6279
11/19/2014
Common Stock
728
  
26.6671
11/20/2014
Common Stock
1,487
  
27.3469
11/21/2014
Common Stock
1,640
  
27.2392
11/24/2014
Common Stock
1,613
  
27.2865
11/25/2014
Common Stock
1,983
  
27.2649
11/26/2014
Common Stock
2,388
  
27.3463
11/28/2014
Common Stock
1,837
  
26.8397
12/01/2014
Common Stock
577
  
26.8897
12/02/2014
Common Stock
824
  
27.1168
12/02/2014
Common Stock
2,135
  
27.0060
12/02/2014
Common Stock
223
  
27.6909
12/04/2014
Common Stock
715
  
28.0044
12/05/2014
Common Stock
1,994
  
28.3935
12/05/2014
Common Stock
273
  
28.1612
12/08/2014
Common Stock
1,805
  
28.2098
12/08/2014
Common Stock
177
  
28.0628
12/09/2014
Common Stock
1,775
  
27.4813
12/10/2014
Common Stock
(173)
  
27.5478
12/11/2014
Common Stock
222
  
27.5162
12/11/2014
Common Stock
1,266
  
27.2546
12/12/2014
Common Stock
708
  
26.8576
12/15/2014
 
 
 
CUSIP NO. 670872100
 
Common Stock
2,809
  
26.9898
12/16/2014
Common Stock
1,362
  
27.4151
12/17/2014
Common Stock
3,564
  
28.3910
12/18/2014
Common Stock
3,644
  
29.1629
12/19/2014
Common Stock
1,115
  
29.9063
12/19/2014
Common Stock
2,330
  
29.9448
12/22/2014
Common Stock
1,929
  
30.5191
12/26/2014
Common Stock
542
  
30.2733
12/29/2014
Common Stock
1,086
  
30.2562
12/30/2014
Common Stock
646
  
29.9896
12/31/2014
Common Stock
1,191
  
28.8344
01/05/2015
Common Stock
961
  
26.8841
01/07/2015
Common Stock
2,418
  
27.4746
01/08/2015
         
January 2015 Call Option
($30 Strike Price)
16
  
0.4347
12/19/2014
January 2015 Call Option
($30 Strike Price)
5
  
0.5988
12/19/2014
June 2015 Call Option
($35 Strike Price)
16
  
0.7268
01/05/2015
June 2015 Call Option
($35 Strike Price)
16
  
0.7500
01/05/2015
June 2015 Call Option
($35 Strike Price)
16
  
0.7500
01/05/2015
June 2015 Call Option
($35 Strike Price)
16
  
0.7000
01/05/2015
June 2015 Call Option
($35 Strike Price)
13
  
0.6746
01/05/2015
June 2015 Call Option
($35 Strike Price)
6
  
0.6000
01/06/2015

 
FRONTFOUR CAPITAL GROUP LLC
(Through Separately Managed Accounts)

Common Stock
2,623
  
26.3122
11/03/2014
Common Stock
3,447
  
25.5885
11/04/2014
Common Stock
3,834
  
26.3013
11/05/2014
Common Stock
1,427
  
26.6921
11/07/2014
Common Stock
3,338
  
26.9944
11/11/2014
Common Stock
2,322
  
27.1848
11/12/2014
Common Stock
2,793
  
27.0607
11/13/2014
Common Stock
1,265
  
27.0468
11/14/2014
Common Stock
7,439
  
26.9907
11/17/2014
Common Stock
2,644
  
26.9505
11/18/2014
Common Stock
3,620
  
26.6279
11/19/2014
Common Stock
2,615
  
26.6671
11/20/2014
Common Stock
5,373
  
27.3469
11/21/2014
Common Stock
7,947
  
27.2392
11/24/2014
Common Stock
6,604
  
27.2865
11/25/2014
Common Stock
8,099
  
27.2649
11/26/2014
Common Stock
15,175
  
27.3463
11/28/2014
Common Stock
6,635
  
26.8397
12/01/2014
Common Stock
3,267
  
26.8897
12/02/2014
Common Stock
3,632
  
27.1168
12/02/2014
Common Stock
9,414
  
27.0060
12/02/2014
Common Stock
69,335
  
27.3479
12/03/2014
Common Stock
28,133
  
27.6909
12/04/2014
Common Stock
6,816
  
28.0044
12/05/2014
Common Stock
12,701
  
28.3935
12/05/2014
Common Stock
1,712
  
28.1612
12/08/2014
Common Stock
11,515
  
28.2098
12/08/2014
 
 
 
CUSIP NO. 670872100
 
Common Stock
2,089
  
28.0628
12/09/2014
Common Stock
4,436
  
27.4813
12/10/2014
Common Stock
(5,327)
  
27.5478
12/11/2014
Common Stock
381
  
27.5764
12/11/2014
Common Stock
2,421
  
27.5162
12/11/2014
Common Stock
31,357
  
27.2546
12/12/2014
Common Stock
5,434
  
26.8576
12/15/2014
Common Stock
17,456
  
26.9898
12/16/2014
Common Stock
8,490
  
27.4151
12/17/2014
Common Stock
22,069
  
28.3910
12/18/2014
Common Stock
13,860
  
29.1629
12/19/2014
Common Stock
4,772
  
29.9063
12/19/2014
Common Stock
14,486
  
29.9448
12/22/2014
Common Stock
3,207
  
30.2275
12/24/2014
Common Stock
11,976
  
30.5191
12/26/2014
Common Stock
3,361
  
30.2733
12/29/2014
Common Stock
6,723
  
30.2562
12/30/2014
Common Stock
4,151
  
29.9896
12/31/2014
Common Stock
21,002
  
29.8169
01/02/2015
Common Stock
4,833
  
28.8344
01/05/2015
Common Stock
191
  
27.5130
01/06/2015
Common Stock
814
  
26.8490
01/06/2015
Common Stock
(7,000)
  
26.8057
01/06/2015
Common Stock
1,450
  
26.8841
01/07/2015
Common Stock
8,379
  
27.4746
01/08/2015
         
January 2015 Call Option
($30 Strike Price)
101
  
0.4347
12/19/2014
January 2015 Call Option
($30 Strike Price)
26
  
0.5988
12/19/2014
June 2015 Call Option
($35 Strike Price)
104
  
0.7268
01/05/2015
June 2015 Call Option
($35 Strike Price)
103
  
0.7500
01/05/2015
June 2015 Call Option
($35 Strike Price)
104
  
0.7500
01/05/2015
June 2015 Call Option
($35 Strike Price)
104
  
0.7000
01/05/2015
June 2015 Call Option
($35 Strike Price)
85
  
0.6746
01/05/2015
June 2015 Call Option
($35 Strike Price)
26
  
0.6000
01/06/2015