The following constitutes Amendment No. 8 to the Schedule 13D filed by the undersigned (“Amendment No. 8”). This Amendment No. 8 amends the Schedule 13D as specifically set forth herein.
Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 3 is hereby amended and restated to read as follows:
The aggregate purchase price of the 2,424,695 Ordinary Shares owned directly by Raging Master is approximately $43,054,909, including brokerage commissions. Such Ordinary Shares were acquired with the working capital of Raging Master.
Raging Master effects purchases of securities primarily through margin accounts maintained for it with prime brokers, which may extend margin credit to it as and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules and the prime brokers’ credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts.
The aggregate purchase price of the 4,000 Ordinary Shares owned directly by Paul K. McWilliams is approximately $77,147, including brokerage commissions. Such Ordinary Shares were acquired with personal funds.
The aggregate purchase price of the 10,000 Ordinary Shares owned directly by Kenneth H. Traub is approximately $243,297, including brokerage commissions. Such Ordinary Shares were acquired with personal funds.
Item 5.
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Interest in Securities of the Issuer.
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Items 5(a) and (c) are hereby amended and restated to read as follows:
(a) The aggregate percentage of Ordinary Shares reported owned by each person named herein is based upon 30,271,371 Ordinary Shares outstanding as of December 18, 2015, which is the total number of Ordinary Shares outstanding as reported in Exhibit 99.2 to the Issuer’s Form 6-K filed with the Securities and Exchange Commission on December 21, 2015.
As of the close of business on the date hereof, Raging Master directly owned 2,424,695 Ordinary Shares, constituting approximately 8.0% of the Ordinary Shares outstanding. By virtue of their relationships with Raging Master discussed in further detail in Item 2, each of Raging Capital and William C. Martin may be deemed to beneficially own the Ordinary Shares directly owned by Raging Master.
As of the close of business on the date hereof, Paul K. McWilliams directly owned 4,000 Ordinary Shares, constituting less than 1% of the Ordinary Shares outstanding.
As of the close of business on the date hereof, Kenneth H. Traub directly owned 10,000 Ordinary Shares, constituting less than 1% of the Ordinary 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 of the Issuer reported herein that he or it does not directly own.
(c) Schedule B annexed hereto lists all transactions in the securities of the Issuer by the Reporting Persons since the filing of Amendment No. 7 to the Schedule 13D. All of such transactions were effected in the open market.
Item 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
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Item 6 is hereby amended to add the following:
Since the filing of Amendment No. 7 to the Schedule 13D on December 18, 2015, Raging Master has sold all of its remaining exchange-listed put options with an exercise price of $25.00 per Ordinary Share expiring on January 15, 2016 referencing an aggregate of 362,800 Ordinary Shares. As a result, Raging Master’s current ownership of derivative securities of the Issuer is as follows: Raging Master is short exchange-listed put options referencing an aggregate of 914,600 Ordinary Shares, which have an exercise price of $20.00 per Ordinary Share and expire on January 15, 2016.
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 6, 2016
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Raging Capital Master Fund, Ltd.
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By:
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Raging Capital Management, LLC
Investment Manager
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By:
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/s/ Frederick C. Wasch
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Name:
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Frederick C. Wasch
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Title:
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Chief Financial Officer
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Raging Capital Management, LLC
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By:
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/s/ Frederick C. Wasch
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Name:
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Frederick C. Wasch
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Title:
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Chief Financial Officer
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/s/ Frederick C. Wasch
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Frederick C. Wasch as attorney-in-fact for William C. Martin
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/s/ Paul K. McWilliams
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Paul K. McWilliams
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/s/ Kenneth H. Traub
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Kenneth H. Traub
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SCHEDULE B
Transactions in the Securities of the Issuer Since the Filing of Amendment No. 7 to the Schedule 13D
Class of
Security
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Securities
Purchased / (Sold)
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Price ($)
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Date of
Purchase / Sale
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RAGING CAPITAL MASTER FUND, LTD.
January 2016 Put Option
($25 Strike Price)
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(63)
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0.5444
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12/21/2015
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January 2016 Put Option
($25 Strike Price)
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(390)
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0.2909
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12/23/2015
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January 2016 Put Option
($25 Strike Price)
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(638)
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0.1975
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12/28/2015
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January 2016 Put Option
($25 Strike Price)
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(500)
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0.2000
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12/29/2015
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January 2016 Put Option
($25 Strike Price)
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(176)
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0.2500
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12/30/2015
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January 2016 Put Option
($25 Strike Price)
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(500)
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0.2100
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12/30/2015
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January 2016 Put Option
($25 Strike Price)
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(113)
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0.2500
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12/31/2015
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January 2016 Put Option
($25 Strike Price)
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(1,000)
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0.3250
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01/04/2016
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January 2016 Put Option
($25 Strike Price)
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(248)
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0.3101
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01/05/2016
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Ordinary Shares
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6,000
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24.4780
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01/06/2016
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