sc13da106297110_12142012.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)1

Viad Corp
(Name of Issuer)

Common Stock, par value $1.50 per share
(Title of Class of Securities)

92552R406
(CUSIP Number)
 
JEFFREY C. SMITH
STARBOARD VALUE LP
830 Third Avenue, 3rd Floor
New York, New York 10022
(212) 845-7977

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)

December 14, 2012
(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. 92552R406
 
1
NAME OF REPORTING PERSON
 
STARBOARD VALUE AND OPPORTUNITY 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
 
533,541
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
533,541
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
533,541
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.6%
14
TYPE OF REPORTING PERSON
 
CO

 
2
 
CUSIP NO. 92552R406
 
1
NAME OF REPORTING PERSON
 
STARBOARD VALUE AND OPPORTUNITY S LLC
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
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
123,803
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
123,803
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
123,803
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

 
3
 
CUSIP NO. 92552R406
 
1
NAME OF REPORTING PERSON
 
STARBOARD VALUE LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
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
 
850,000
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
850,000
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
850,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.2%
14
TYPE OF REPORTING PERSON
 
PN

 
4
 
CUSIP NO. 92552R406
 
1
NAME OF REPORTING PERSON
 
STARBOARD VALUE GP LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
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
 
850,000
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
850,000
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
850,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.2%
14
TYPE OF REPORTING PERSON
 
OO

 
5
 
CUSIP NO. 92552R406
 
1
NAME OF REPORTING PERSON
 
STARBOARD PRINCIPAL CO LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
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
 
850,000
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
850,000
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
850,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.2%
14
TYPE OF REPORTING PERSON
 
PN

 
6
 
CUSIP NO. 92552R406
 
1
NAME OF REPORTING PERSON
 
STARBOARD PRINCIPAL CO GP LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
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
 
850,000
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
850,000
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
850,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.2%
14
TYPE OF REPORTING PERSON
 
OO

 
7
 
CUSIP NO. 92552R406
 
1
NAME OF REPORTING PERSON
 
JEFFREY C. SMITH
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
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
 
850,000
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
850,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
850,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.2%
14
TYPE OF REPORTING PERSON
 
IN

 
8
 
CUSIP NO. 92552R406
 
1
NAME OF REPORTING PERSON
 
MARK R. MITCHELL
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
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
 
850,000
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
850,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
850,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.2%
14
TYPE OF REPORTING PERSON
 
IN

 
9
 
CUSIP NO. 92552R406
 
1
NAME OF REPORTING PERSON
 
PETER A. FELD
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
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
 
850,000
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
850,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
850,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.2%
14
TYPE OF REPORTING PERSON
 
IN

 
10
 
CUSIP NO. 92552R406
 
The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”).  This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
Item 3 is hereby amended and restated to read as follows:
 
The Shares purchased by each of Starboard V&O Fund and Starboard LLC and held in the Starboard Value LP Account were purchased with working capital (which may, at any 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 533,541 Shares beneficially owned by Starboard V&O Fund is approximately $10,126,730, excluding brokerage commissions.  The aggregate purchase price of the 123,803 Shares beneficially owned by Starboard LLC is approximately $2,341,591, excluding brokerage commissions.  The aggregate purchase price of the 192,656 Shares held in the Starboard Value LP Account is approximately $3,656,147, excluding brokerage commissions.
 
Item 5.
Interest in Securities of the Issuer.
 
Items 5 is hereby amended and restated to read as follows:
 
The aggregate percentage of Shares reported owned by each person named herein is based upon 20,259,497 Shares outstanding, as of October 31, 2012, 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 November 8, 2012.
 
A.
Starboard V&O Fund
 
 
(a)
As of the close of business on December 18, 2012, Starboard V&O Fund beneficially owned 533,541 Shares.
 
Percentage: Approximately 2.6%
 
 
(b)
1. Sole power to vote or direct vote: 533,541
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 533,541
 
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 A and are incorporated herein by reference.
 
B.
Starboard LLC
 
 
(a)
As of the close of business on December 18, 2012, Starboard LLC beneficially owned 123,803 Shares.
 
Percentage: Less than 1%
 
 
(b)
1. Sole power to vote or direct vote: 123,803
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 123,803
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the Shares by Starboard LLC during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
 
 
11
 
CUSIP NO. 92552R406
 
C.
Starboard Value LP
 
 
(a)
As of the close of business on December 18, 2012, 192,656 Shares were held in the Starboard Value LP Account.  Starboard Value LP, as the investment manager of Starboard V&O Fund and the Manager of Starboard LLC, may be deemed the beneficial owner of the (i) 533,541 Shares owned by Starboard V&O Fund, (ii) 123,803 Shares owned by Starboard LLC and (iii) 192,656 Shares held in the Starboard Value LP Account.
 
Percentage: Approximately 4.2%
 
 
(b)
1. Sole power to vote or direct vote: 850,000
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 850,000
 
4. Shared power to dispose or direct the disposition: 0

 
(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 and Starboard LLC during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
 
D.
Starboard Value GP
 
 
(a)
Starboard Value GP, as the general partner of Starboard Value LP, may be deemed the beneficial owner of the (i) 533,541 Shares owned by Starboard V&O Fund, (ii) 123,803 Shares owned by Starboard LLC and (iii) 192,656 Shares held in the Starboard Value LP Account.
 
Percentage: Approximately 4.2%
 
 
(b)
1. Sole power to vote or direct vote: 850,000
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 850,000
 
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 LLC and through the Starboard Value LP Account during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
 
E.
Principal Co
 
 
(a)
Principal Co, as a member of Starboard Value GP, may be deemed the beneficial owner of the (i) 533,541 Shares owned by Starboard V&O Fund, (ii) 123,803 Shares owned by Starboard LLC and (iii) 192,656 Shares held in the Starboard Value LP Account.
 
Percentage: Approximately 4.2%
 
 
12
 
CUSIP NO. 92552R406
 
 
(b)
1. Sole power to vote or direct vote: 850,000
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 850,000
 
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 LLC and through the Starboard Value LP Account during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
 
F.
Principal GP
 
 
(a)
Principal GP, as the general partner of Principal Co, may be deemed the beneficial owner of the (i) 533,541 Shares owned by Starboard V&O Fund, (ii) 123,803 Shares owned by Starboard LLC and (iii) 192,656 Shares held in the Starboard Value LP Account.
 
Percentage: Approximately 4.2%
 
 
(b)
1. Sole power to vote or direct vote: 850,000
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 850,000
 
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 LLC and through the Starboard Value LP Account during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
 
G.
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) 533,541 Shares owned by Starboard V&O Fund, (ii) 123,803 Shares owned by Starboard LLC and (iii) 192,656 Shares held in the Starboard Value LP Account.
 
Percentage: Approximately 4.2%
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 850,000
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 850,000

 
(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 LLC and through the Starboard Value LP Account during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
 
 
(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)
As of December 14, 2012, the Reporting Persons ceased to be the beneficial owners of more than 5% of the Shares of the Issuer.
 
 
13
 
CUSIP NO. 92552R406
 
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:  December 18, 2012
 
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 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

 
 
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
 
 
14
 
CUSIP NO. 92552R406
 
SCHEDULE A

Transactions in the Shares During the Past Sixty Days
 
Shares of Common Stock
Purchased / (Sold)
Price Per
Share($)
Date of
Purchase /Sale

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD

506
20.4925
10/17/2012
12,716
20.5889
10/18/2012
17,620
20.5835
10/19/2012
15,168
20.6817
10/19/2012
1,264
20.5378
10/22/2012
6,446
20.4198
10/23/2012
2,402
20.4592
10/24/2012
1,138
20.4517
10/25/2012
126
20.4850
10/26/2012
5,182
21.2470
10/31/2012
635
21.0652
11/01/2012
(15,693)
22.2779
11/28/2012
(1,695)
22.4537
11/29/2012
(13,998)
22.3776
11/30/2012
(20,086)
22.6689
12/03/2012
(24,606)
22.8446
12/04/2012
(20,149)
23.1330
12/05/2012
(25,443)
23.3721
12/06/2012
(11,930)
23.5610
12/07/2012
(23,326)
23.9031
12/10/2012
(49,493)
23.8619
12/10/2012
(17,670)
24.3816
12/11/2012
(6,276)
24.4198
12/12/2012
(31,384)
26.3083
12/14/2012
(37,125)
26.9667
12/17/2012
(14,437)
26.5461
12/18/2012
(26,899)
26.6557
12/18/2012

STARBOARD VALUE AND OPPORTUNITY S LLC

113
20.4925
10/17/2012
2,857
20.5889
10/18/2012
3,959
20.5835
10/19/2012
3,408
20.6817
10/19/2012
284
20.5378
10/22/2012
1,449
20.4198
10/23/2012
539
20.4592
10/24/2012
255
20.4517
10/25/2012
29
20.4850
10/26/2012
1,165
21.2470
10/31/2012
140
21.0652
11/01/2012
(3,641)
22.2779
11/28/2012
(393)
22.4537
11/29/2012
 
 
 
 
CUSIP NO. 92552R406
 
(3,248)
22.3776
11/30/2012
(4,661)
22.6689
12/03/2012
(5,709)
22.8446
12/04/2012
(4,675)
23.1330
12/05/2012
(5,904)
23.3721
12/06/2012
(2,768)
23.5610
12/07/2012
(5,412)
23.9031
12/10/2012
(11,485)
23.8619
12/10/2012
(4,100)
24.3816
12/11/2012
(1,457)
24.4198
12/12/2012
(7,283)
26.3083
12/14/2012
(8,615)
26.9667
12/17/2012
(3,350)
26.5461
12/18/2012
(6,242)
26.6557
12/18/2012

STARBOARD VALUE LP
(Through the Starboard Value LP Account)

181
20.4925
10/17/2012
4,547
20.5889
10/18/2012
6,301
20.5835
10/19/2012
5,424
20.6817
10/19/2012
452
20.5378
10/22/2012
2,305
20.4198
10/23/2012
859
20.4592
10/24/2012
407
20.4517
10/25/2012
45
20.4850
10/26/2012
1,853
21.2470
10/31/2012
225
21.0652
11/01/2012
(5,666)
22.2779
11/28/2012
(612)
22.4537
11/29/2012
(5,054)
22.3776
11/30/2012
(7,253)
22.6689
12/03/2012
(8,885)
22.8446
12/04/2012
(7,276)
23.1330
12/05/2012
(9,187)
23.3721
12/06/2012
(4,308)
23.5610
12/07/2012
(8,422)
23.9031
12/10/2012
(17,872)
23.8619
12/10/2012
(6,380)
24.3816
12/11/2012
(2,267)
24.4198
12/12/2012
(11,333)
26.3083
12/14/2012
(13,406)
26.9667
12/17/2012
(5,213)
26.5461
12/18/2012
(9,713)
26.6557
12/18/2012