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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Cpi Corp. Common Stock | NYSE:CPY | NYSE | Ordinary Share |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 1.19 | 0.00 | 01:00:00 |
1
|
NAME OF REPORTING PERSON
Ramius Enterprise Master Fund Ltd
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(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
160,389
|
|
8
|
SHARED VOTING POWER
0
|
||
9
|
SOLE DISPOSITIVE POWER
160,389
|
||
10
|
SHARED DISPOSITIVE POWER
0
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
160,389
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.3%
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
1
|
NAME OF REPORTING PERSON
Starboard Value & Opportunity Fund, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(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
3,059
|
|
8
|
SHARED VOTING POWER
0
|
||
9
|
SOLE DISPOSITIVE POWER
3,059
|
||
10
|
SHARED DISPOSITIVE POWER
0
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,059
|
||
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
|
1
|
NAME OF REPORTING PERSON
Ramius Merger Arbitrage Master Fund Ltd
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(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
175,552
|
|
8
|
SHARED VOTING POWER
0
|
||
9
|
SOLE DISPOSITIVE POWER
175,552
|
||
10
|
SHARED DISPOSITIVE POWER
0
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
175,552
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5%
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
1
|
NAME OF REPORTING PERSON
Ramius Multi-Strategy Master Fund Ltd
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(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
142,615
|
|
8
|
SHARED VOTING POWER
0
|
||
9
|
SOLE DISPOSITIVE POWER
142,615
|
||
10
|
SHARED DISPOSITIVE POWER
0
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
142,615
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0%
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
1
|
NAME OF REPORTING PERSON
Ramius Value and Opportunity Master Fund Ltd
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(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
797,988
|
|
8
|
SHARED VOTING POWER
0
|
||
9
|
SOLE DISPOSITIVE POWER
797,988
|
||
10
|
SHARED DISPOSITIVE POWER
0
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
797,988
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.4%
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
1
|
NAME OF REPORTING PERSON
Ramius Advisors, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(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
478,556
|
|
8
|
SHARED VOTING POWER
0
|
||
9
|
SOLE DISPOSITIVE POWER
478,556
|
||
10
|
SHARED DISPOSITIVE POWER
0
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
478,556
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.8%
|
||
14
|
TYPE OF REPORTING PERSON
IA, OO
|
1
|
NAME OF REPORTING PERSON
RCG Starboard Advisors, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(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
801,047
|
|
8
|
SHARED VOTING POWER
0
|
||
9
|
SOLE DISPOSITIVE POWER
801,047
|
||
10
|
SHARED DISPOSITIVE POWER
0
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
801,047
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.4%
|
||
14
|
TYPE OF REPORTING PERSON
IA, OO
|
1
|
NAME OF REPORTING PERSON
Ramius LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(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
1,279,603
|
|
8
|
SHARED VOTING POWER
0
|
||
9
|
SOLE DISPOSITIVE POWER
1,279,603
|
||
10
|
SHARED DISPOSITIVE POWER
0
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,279,603
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.3%
|
||
14
|
TYPE OF REPORTING PERSON
IA, OO
|
1
|
NAME OF REPORTING PERSON
C4S & Co., L.L.C.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(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
1,279,603
|
|
8
|
SHARED VOTING POWER
0
|
||
9
|
SOLE DISPOSITIVE POWER
1,279,603
|
||
10
|
SHARED DISPOSITIVE POWER
0
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,279,603
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.3%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
Peter A. Cohen
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(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
1,279,603
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
1,279,603
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,279,603
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.3%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
Morgan B. Stark
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(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
1,279,603
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
1,279,603
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,279,603
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.3%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
Thomas W. Strauss
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(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
1,279,603
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
1,279,603
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,279,603
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.3%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
Jeffrey M. Solomon
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(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
1,279,603
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
1,279,603
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,279,603
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.3%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
Item 3.
|
Source and Amount of Funds or Other Consideration
.
|
Item 5.
|
Interest in Securities of the Issuer
.
|
|
(a)
|
As of the close of business on September 23, 2009, Value and Opportunity Master Fund beneficially owned 797,988 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 797,988
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 797,988
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Value and Opportunity Master Fund has not entered into any transactions in the Shares since the filing of Amendment No. 18.
|
B.
|
Starboard Value & Opportunity Fund
|
|
(a)
|
As of the close of business on September 23, 2009, Starboard Value & Opportunity Fund beneficially owned 3,059 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 3,059
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 3,059
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by Starboard Value & Opportunity Fund since the filing of Amendment No. 18 are set forth in Schedule A and are incorporated by reference.
|
C.
|
Merger Arbitrage Master Fund
|
|
(a)
|
As of the close of business on September 23, 2009, Merger Arbitrage Master Fund beneficially owned 175,552 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 175,552
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 175,552
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by Merger Arbitrage Master Fund since the filing of Amendment No. 18 are set forth in Schedule A and are incorporated by reference.
|
D.
|
Multi-Strategy Master Fund
|
|
(a)
|
As of the close of business on September 23, 2009, Multi-Strategy Master Fund beneficially owned 142,615 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 142,615
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 142,615
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by Multi-Strategy Master Fund since the filing of Amendment No. 18 are set forth in Schedule A and are incorporated by reference.
|
E.
|
Enterprise Master Fund
|
|
(a)
|
As of the close of business on September 23, 2009, Enterprise Master Fund beneficially owned 160,389 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 160,389
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 160,389
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by Enterprise Master Fund since the filing of Amendment No. 18 are set forth in Schedule A and are incorporated by reference.
|
F.
|
RCG Starboard Advisors
|
|
(a)
|
As the investment manager of Value and Opportunity Master Fund and the managing member of Starboard Value & Opportunity Fund, RCG Starboard Advisors may be deemed the beneficial owner of (i) 797,988 Shares owned by Value and Opportunity Master Fund and (ii) 3,059 Shares owned by Starboard Value & Opportunity Fund.
|
|
(b)
|
1. Sole power to vote or direct vote: 801,047
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 801,047
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
RCG Starboard Advisors did not enter into any transactions in the Shares since the filing of Amendment No. 18. The transactions in the Shares since the filing of Amendment No. 18 on behalf of Starboard Value & Opportunity Fund are set forth in Schedule A and are incorporated by reference.
|
G.
|
Ramius Advisors
|
|
(a)
|
As the investment advisor of Multi-Strategy Master Fund, Merger Arbitrage Master Fund and Enterprise Master Fund, Ramius Advisors may be deemed the beneficial owner of (i) 142,615 Shares owned by Multi-Strategy Master Fund, (ii) 175,552 Shares owned by Merger Arbitrage Master Fund and (iii) 160,389 Shares owned by Enterprise Master Fund.
|
|
(b)
|
1. Sole power to vote or direct vote: 478,556
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 478,556
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Ramius Advisors did not enter into any transactions in the Shares since the filing of Amendment No. 18. The transactions in the Shares since the filing of Amendment No. 18 on behalf of Multi-Strategy Master Fund, Merger Arbitrage Master Fund and Enterprise Master Fund are set forth in Schedule A and are incorporated by reference.
|
H.
|
Ramius
|
|
(a)
|
As the sole member of RCG Starboard Advisors and Ramius Advisors, Ramius may be deemed the beneficial owner of (i) 797,988 Shares owned by Value and Opportunity Master Fund, (ii) 3,059 Shares owned by Starboard Value & Opportunity Fund, (iii) 142,615 Shares owned by Multi-Strategy Master Fund, (iv) 175,552 Shares owned by Merger Arbitrage Master Fund and (v) 160,389 Shares owned by Enterprise Master Fund.
|
|
(b)
|
1. Sole power to vote or direct vote: 1,279,603
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 1,279,603
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Ramius did not enter into any transactions in the Shares since the filing of Amendment No. 18. The transactions in the Shares since the filing of Amendment No. 18 on behalf of Starboard Value & Opportunity Fund, Multi-Strategy Master Fund, Merger Arbitrage Master Fund and Enterprise Master Fund are set forth in Schedule A and are incorporated by reference.
|
I.
|
C4S
|
|
(a)
|
As the managing member of Ramius, C4S may be deemed the beneficial owner of (i) 797,988 Shares owned by Value and Opportunity Master Fund, (ii) 3,059 Shares owned by Starboard Value & Opportunity Fund, (iii) 142,615 Shares owned by Multi-Strategy Master Fund, (iv) 175,552 Shares owned by Merger Arbitrage Master Fund and (v) 160,389 Shares owned by Enterprise Master Fund.
|
|
(b)
|
1. Sole power to vote or direct vote: 1,279,603
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 1,279,603
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
C4S did not enter into any transactions in the Shares since the filing of Amendment No. 18. The transactions in the Shares since the filing of Amendment No. 18 on behalf of Starboard Value & Opportunity Fund, Multi-Strategy Master Fund, Merger Arbitrage Master Fund and Enterprise Master Fund are set forth in Schedule A and are incorporated by reference.
|
J.
|
Mr. Cohen, Mr. Stark, Mr. Strauss and Mr. Solomon
|
|
(a)
|
As the managing members of C4S, each of Mr. Cohen, Mr. Stark, Mr. Strauss and Mr. Solomon may be deemed the beneficial owner of (i) 797,988 Shares owned by Value and Opportunity Master Fund, (ii) 3,059 Shares owned by Starboard Value & Opportunity Fund, (iii) 142,615 Shares owned by Multi-Strategy Master Fund, (iv) 175,552 Shares owned by Merger Arbitrage Master Fund and (v) 160,389 Shares owned by Enterprise
Master Fund. Each of Messrs. Cohen, Stark, Solomon and Strauss share voting and dispositive power with respect to the Shares owned by Value and Opportunity Master Fund, Starboard Value & Opportunity Fund, Merger Arbitrage Master Fund, Multi-Strategy Master Fund and Enterprise Master Fund by virtue of their shared authority to vote and dispose of such Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 1,279,603
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 1,279,603
|
|
(c)
|
None of Mr. Cohen, Mr. Stark, Mr. Strauss or Mr. Solomon entered into any transactions in the Shares since the filing of Amendment No. 18. The transactions in the Shares since the filing of Amendment No. 18 on behalf of Starboard Value & Opportunity Fund, Multi-Strategy Master Fund, Merger Arbitrage Master Fund and Enterprise Master Fund are set forth in Schedule A and are incorporated 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, such shares of the Common Stock.
|
|
(e)
|
Not applicable.
|
STARBOARD VALUE & OPPORTUNITY FUND, LLC
|
RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD
|
|||
By:
|
RGC Starboard Advisors, LLC,
|
By:
|
RGC Starboard Advisors, LLC,
|
|
its managing member
|
its investment manager
|
|||
By:
|
Ramius LLC,
|
By:
|
Ramius LLC,
|
|
its sole member
|
its sole member
|
|||
By:
|
C4S & Co., L.L.C.,
|
By:
|
C4S & Co., L.L.C.,
|
|
its managing member
|
its managing member
|
RAMIUS MULTI-STRATEGY MASTER FUND LTD
|
RCG STARBOARD ADVISORS, LLC
|
|||
By:
|
Ramius Advisors, L.L.C.,
|
By:
|
Ramius LLC,
|
|
its investment advisor
|
its sole member
|
|||
By:
|
Ramius LLC,
|
By:
|
C4S & Co., L.L.C.,
|
|
its sole member
|
its managing member
|
|||
By:
|
C4S & Co., L.L.C.,
|
|||
its managing member
|
||||
RAMIUS MERGER ARBITRAGE MASTER FUND LTD
|
RAMIUS LLC
|
|||
By:
|
Ramius Advisors, L.L.C.,
|
By:
|
C4S & Co., L.L.C.,
|
|
its investment advisor
|
as managing member
|
|||
By:
|
Ramius LLC,
|
|||
its sole member
|
||||
By:
|
C4S & Co., L.L.C.,
|
|||
its managing member
|
RAMIUS ENTERPRISE MASTER FUND LTD
|
||||
By:
|
Ramius Advisors, L.L.C.,
|
|||
its investment advisor
|
||||
By:
|
Ramius LLC,
|
|||
its sole member
|
||||
By:
|
C4S & Co., L.L.C.,
|
|||
its managing member
|
RAMIUS ADVISORS, L.L.C.
|
C4S & CO., L.L.C.
|
|||
By:
|
Ramius LLC,
|
|||
its sole member
|
||||
By:
|
C4S & Co., L.L.C.,
|
|||
its managing member
|
By:
|
/s/ Jeffrey M. Solomon
|
|
Name:
|
Jeffrey M. Solomon
|
|
Title:
|
Authorized Signatory
|
/s/ Jeffrey M. Solomon
|
Jeffrey M. Solomon, individually and as
attorney-in-fact for Peter A. Cohen,
Morgan B. Stark and Thomas W. Strauss
|
Shares of Common Stock
Sold
|
Price Per
Share($)
|
Date of
Sale
|
1,880
|
13.2000
|
09/10/09
|
|
11,223
|
13.2437
|
09/11/09
|
|
5,956
|
13.7284
|
09/14/09
|
|
4,138
|
14.1962
|
09/15/09
|
|
3,569
|
14.4181
|
09/16/09
|
|
6,522
|
14.5495
|
09/17/09
|
|
4,891
|
14.5285
|
09/18/09
|
|
4,452
|
14.5146
|
09/21/09
|
|
7,336
|
14.4509
|
09/22/09
|
|
8,339
|
14.0026
|
09/23/09
|
334
|
13.2000
|
09/10/09
|
|
1,987
|
13.2437
|
09/11/09
|
|
1,055
|
13.7284
|
09/14/09
|
|
733
|
14.1962
|
09/15/09
|
|
635
|
14.4181
|
09/16/09
|
|
1,154
|
14.5495
|
09/17/09
|
|
865
|
14.5285
|
09/18/09
|
|
788
|
14.5146
|
09/21/09
|
|
1,299
|
14.4509
|
09/22/09
|
|
1,476
|
14.0026
|
09/23/09
|
375
|
13.2000
|
09/10/09
|
|
2,238
|
13.2437
|
09/11/09
|
|
1,187
|
13.7284
|
09/14/09
|
|
825
|
14.1962
|
09/15/09
|
|
715
|
14.4181
|
09/16/09
|
|
1,300
|
14.5495
|
09/17/09
|
|
975
|
14.5285
|
09/18/09
|
|
888
|
14.5146
|
09/21/09
|
|
1,462
|
14.4509
|
09/22/09
|
|
1,663
|
14.0026
|
09/23/09
|
411
|
13.2000
|
09/10/09
|
|
2,452
|
13.2437
|
09/11/09
|
|
1,302
|
13.7284
|
09/14/09
|
|
904
|
14.1962
|
09/15/09
|
|
781
|
14.4181
|
09/16/09
|
|
1,424
|
14.5495
|
09/17/09
|
|
1,069
|
14.5285
|
09/18/09
|
|
972
|
14.5146
|
09/21/09
|
|
1,603
|
14.4509
|
09/22/09
|
|
1,822
|
14.0026
|
09/23/09
|
1 Year C P I Chart |
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