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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 | ||||||||
| Total Return Swap | $ 28.9435 | 10/18/2011 | J/K | 1 | (7) | 11/16/2012 | Common Stock | 105,000 | (7) | 1 | I | See Notes (1) (2) (4) (5) (6) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| SCOUT CAPITAL MANAGEMENT LLC 640 FIFTH AVENUE 22ND FLOOR NEW YORK, NY 10019 |
X | |||
| Scout Capital LLC 640 FIFTH AVENUE 22ND FLOOR NEW YORK, NY 10019 |
X | |||
| Scout Capital Management, L.L.C., By: Adam Weiss, Managing Member | 10/20/2011 | |
| **Signature of Reporting Person | Date | |
| Scout Capital, L.L.C., By: Adam Weiss, Managing Member | 10/20/2011 | |
| **Signature of Reporting Person | Date | |
| By: Adam Weiss | 10/20/2011 | |
| **Signature of Reporting Person | Date | |
| By: James Crichton | 10/20/2011 | |
| **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) | The Reporting Persons became a 10% owner as a result of the Issuer's buyback program. |
| (2) | In addition to Scout Capital Management, L.L.C., a Delaware limited liability company ("Scout Capital Management"), this Form 4 is being filed jointly by Scout Capital, L.L.C., a Delaware limited liability company ("Scout Capital"), Adam Weiss, a citizen of the United States of America and James Crichton, a citizen of the United States of America (collectively, the "Reporting Persons"), each may be deemed to have a pecuniary interest in the securities owned by it. The address of the business office of Scout Capital Management and Mr Crichton is 640 Fifth Avenue, 22nd Floor, New York, NY 10019. The address of the business office of Mr. Weiss is 160 Forest Avenue, Palo Alto, CA 94301. |
| (3) | Scout Capital Management serves as the investment manager to Scout Capital Partners II, L.P., a Delaware limited partnership, Scout Capital Long Term, L.P., a Delaware limited partnership, Scout Capital Master Fund, Ltd., a Cayman Islands exempted company, and Scout Capital Long Term Master, Ltd., a Cayman Islands exempted company (collectively, the "Funds"), with respect to the shares of Common Stock directly owned by the Funds. |
| (4) | The Reporting Persons may be deemed to be the beneficial owner of the securities set forth above for purposes of Rule 16a-1(a) of the Securities Exchange Act of 1934. |
| (5) | The Reporting Persons disclaim any beneficial ownership of any of the securities set forth above, except to the extent of any pecuniary interest therein. |
| (6) | The total return swaps set forth on Table II do not give any of the Funds or the Reporting Persons direct or indirect voting, investment or dispositive control over any securities of the issuer and do not require the counterparty thereto to acquire, hold, vote or dispose of any securities of the issuer. |
| (7) | Under the terms of the cash-settled total return swaps (i) If the Final Price is less than the reference price referred to in column 2 of the table above, the Funds will be obligated to pay to the counterparty the difference multiplied by the number of shares of Common Stock subject to the swap on settlement date, and (ii) If the Final Price is greater than the reference price referred to in column 2 of the table above, the Counterparty will be obligated to pay to the Funds the difference multiplied by the number of shares of Common Stock subject to the swap on settlement date. In either case, the Funds will be obligated to pay interest to the counterparty on a monthly basis at the rates set forth in the applicable contracts. Any dividends notionally paid on the number of shares subject to the swap during the term of the swap will be paid to the Funds. All balances will be cash settled. |