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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 | |
Loeb Daniel S 390 PARK AVENUE NEW YORK, NY 10022 |
X | |||
Third Point LLC 390 PARK AVENUE NEW YORK, NY 10022 |
X | |||
THIRD POINT PARTNERS LP C/O THIRD POINT LLC 390 PARK AVENUE NEW YORK, NY 10022 |
X | |||
THIRD POINT PARTNERS QUALIFIED L P C/O THIRD POINT LLC 390 PARK AVENUE NEW YORK, NY 10022 |
X | |||
Third Point Offshore Master Fund, L.P. C/O THIRD POINT LLC 390 PARK AVENUE NEW YORK, NY 10022 |
X | |||
Third Point Ultra Master Fund L.P. C/O THIRD POINT LLC 390 PARK AVENUE NEW YORK, NY 10022 |
X | |||
Third Point Reinsurance Co Ltd. C/O THIRD POINT LLC 390 PARK AVENUE NEW YORK, NY 10022 |
X | |||
Third Point Reinsurance Ltd. C/O THIRD POINT LLC 390 PARK AVENUE NEW YORK, NY 10022 |
X | |||
Third Point Reinsurance (USA) Ltd. C/O THIRD POINT LLC 390 PARK AVENUE NEW YORK, NY 10022 |
X |
/s/ William Song, as attorney-in-fact for Daniel S. Loeb | 12/08/2017 | |
**Signature of Reporting Person | Date | |
Third Point LLC, By: Daniel S. Loeb, Chief Executive officer, By: /s/ William Song, Attorney-in-Fact | 12/08/2017 | |
**Signature of Reporting Person | Date | |
Third Point Partners L.P., By: Third Point Advisors LLC, its General Partner, By: Daniel S. Loeb, Managing Member; By: /s/ William Song, Attorney-in-Fact | 12/08/2017 | |
**Signature of Reporting Person | Date | |
Third Point Partners Qualified L.P., By: Third Point Advisors LLC, its General Partner, By: Daniel S. Loeb, Managing Member, By: /s/ William Song, Attorney-in-Fact | 12/08/2017 | |
**Signature of Reporting Person | Date | |
Third Point Offshore Master Fund L.P., By: Third Point Advisors II LLC, its General Partner, By: Daniel S. Loeb, Managing Member, By: /s/ William Song, Attorney-in-Fact | 12/08/2017 | |
**Signature of Reporting Person | Date | |
Third Point Ultra Master Fund L.P., By: Third Point Advisors II LLC, its General Partner, By: Daniel S. Loeb, Managing Member, By: /s/ William Song, Attorney-in-Fact | 12/08/2017 | |
**Signature of Reporting Person | Date | |
Third Point Reinsurance Company Ltd., By: /s/ William Song, Attorney-in-Fact | 12/08/2017 | |
**Signature of Reporting Person | Date | |
Third Point Reinsurance Ltd., By: /s/ William Song, Attorney-in-Fact | 12/08/2017 | |
**Signature of Reporting Person | Date | |
Third Point Reinsurance (USA) Ltd., By: /s/ William Song, Attorney-in-Fact | 12/08/2017 | |
**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 securities disclosed in this Form 4 are owned by (i) certain funds (the "Funds") managed by Third Point LLC ("Third Point") and by (ii) Third Point Reinsurance Company Ltd. ("Third Point Re") and Third Point Reinsurance (USA) Ltd. ("Third Point Re US"), with respect to which Third Point LLC is the investment manager. Daniel S. Loeb is the Chief Executive Officer of Third Point. By reason of the provisions of Rule 16a-1 under the Securities Exchange Act of 1934, as amended (the "Act"), Third Point and Mr. Loeb may be deemed to be the beneficial owners of the securities beneficially owned by the Funds and by Third Point Re and Third Point Re US. |
(2) | Third Point and Mr. Loeb each disclaims beneficial ownership of these securities except to the extent of any indirect pecuniary interest therein, and this report shall not be deemed to be an admission that Third Point or Mr. Loeb is the beneficial owner of these securities for purposes of Section 16 of the Act, and the rules promulgated thereunder or for any other purpose. Each of Third Point Partners L.P. ("Third Point LP"), Third Point Partners Qualified L.P. ("Third Point Qualified"), Third Point Offshore Master Fund L.P. ("Third Point Offshore"), Third Point Ultra Master Fund L.P. ("Third Point Ultra"), Third Point Re and Third Point Re US hereby disclaims beneficial ownership of any securities reported herein other than those which it directly holds, for purposes of Section 16 of the Act and the rules promulgated thereunder or for any other purpose. |
(3) | This Form 4 is being filed as a result of ordinary course rebalancing transactions which resulted in no change in the aggregate Common Stock beneficially owned by the Funds, Third Point Re and Third Point Re US. In connection with such rebalancing, the following transactions reported were consummated: (a) Third Point Offshore purchased 603,616 shares of Common Stock, (b) Third Point Ultra purchased 1,205,124 shares of Common Stock, (c) Third Point Re purchased 282,299 shares of Common Stock, (d) Third Point Re US purchased 34,716 shares of Common Stock, (e) Third Point LP sold 1,750,609 shares of Common Stock and (e) Third Point Qualified sold 375,146 shares of Common Stock. All of the rebalancing transactions were effected at the same time. |
Remarks: List of Exhibits: Exhibit 99.1 - Joint Filer Information |