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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
RAMIUS CAPITAL GROUP LLC 666 THIRD AVENUE, 26TH FLOOR NEW YORK CITY, NY 10017 |
X | |||
C4S & CO LLC 666 THIRD AVENUE NEW YORK CITY, NY 10017 |
X | |||
COHEN PETER A C/O RAMIUS CAPITAL GROUP, LLC 666 THIRD AVENUE NEW YORK CITY, NY 10017 |
X | See Explanation of Responses | ||
STARK MORGAN B C/O RAMIUS CAPITAL GROUP, LLC 666 THIRD AVENUE NEW YORK CITY, NY 10017 |
X | |||
STRAUSS THOMAS W C/O RAMIUS CAPITAL GROUP, LLC 666 THIRD AVENUE NEW YORK CITY, NY 10017 |
X | |||
SOLOMON JEFFREY M C/O RAMIUS CAPITAL GROUP, LLC 666 THIRD AVENUE NEW YORK CITY, NY 10017 |
X | |||
Starboard Value & Opportunity Fund, LLC 666 THIRD AVENUE, 26TH FLOOR NEW YORK CITY, NY 10017 |
X | |||
Parche, LLC 666 THIRD AVENUE NEW YORK CITY, NY 10017 |
X | |||
Admiral Advisors, LLC 666 THIRD AVENUE NEW YORK CITY, NY 10017 |
X |
By: By: C4S & Co., L.L.C., as Managing Member; By: /s/ Jeffrey M. Solomon, authorized signatory | 04/02/2007 | |
**Signature of Reporting Person | Date | |
By: /s/ Jeffrey M. Solomon, as Managing Member | 04/02/2007 | |
**Signature of Reporting Person | Date | |
/s/ Cohen, Peter A. | 04/02/2007 | |
**Signature of Reporting Person | Date | |
By: /s/ Jeffrey M. Solomon, as Attorney in Fact for Morgan B. Stark | 04/02/2007 | |
**Signature of Reporting Person | Date | |
By: /s/ Jeffrey M. Solomon, as Attorney in Fact for Thomas W. Strauss | 04/02/2007 | |
**Signature of Reporting Person | Date | |
/s/ Solomon, Jeffrey M. | 04/02/2007 | |
**Signature of Reporting Person | Date | |
By: Admiral Advisors, LLC, its Managing Member; By: Ramius Capital Group, LLC, its sole member; By: /s/ Jeffrey M. Solomon, Authorized Signatory | 04/02/2007 | |
**Signature of Reporting Person | Date | |
By: Admiral Advisors, LLC, its Managing Member; By: Ramius Capital Group, LLC, its sole member; By: /s/ Jeffrey M. Solomon, Authorized Signatory | 04/02/2007 | |
**Signature of Reporting Person | Date | |
By: Ramius Capital Group, LLC, its sole member; By: /s/ Jeffrey M. Solomon, Authorized Signatory | 04/02/2007 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Includes Shares owned directly by Parche, LLC (Parche). As the managing member of Parche, Admiral Advisors, LLC (Admiral) may be deemed to beneficially own the Shares owned by Parche. As the sole member of Admiral, Ramius Capital Group, L.L.C. (Ramius) may be deemed to beneficially own the Shares owned by Parche. As the managing member of Ramius, C4S & Co., L.L.C. (C4S) may be deemed to beneficially own the Shares owned by Parche. As the managing members of C4S, each of Peter A. Cohen, Morgan B. Stark, Jeffrey M. Solomon and Thomas W. Strauss may be deemed to beneficially own the Shares owned by Parche. Each of Messrs. Cohen, Stark, Solomon and Strauss, Admiral, Ramius and C4S disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein. |
(2) | Includes Shares owned directly by Starboard Value & Opportunity Fund, LLC (Starboard). As the managing member of Starboard, Admiral Advisors, LLC (Admiral) may be deemed to beneficially own the Shares owned by Starboard. As the sole member of Admiral, Ramius Capital Group, L.L.C. (Ramius) may be deemed to beneficially own the Shares owned by Starboard. As the managing member of Ramius, C4S & Co., L.L.C. (C4S) may be deemed to beneficially own the Shares owned by Starboard. As the managing members of C4S, each of Peter A. Cohen, Morgan B. Stark, Jeffrey M. Solomon and Thomas W. Strauss may be deemed to beneficially own the Shares owned by Starboard. Each of Messrs. Cohen, Stark, Solomon and Strauss, Admiral, Ramius and C4S disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein. |
Remarks: Each Reporting Person may be deemed to be a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding Shares. |