sc13da209158002_06282013.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. 2)1

Alere Inc.
(Name of Issuer)

Common Stock, par value $0.001 per share
(Title of Class of Securities)

01449J105
(CUSIP Number)
 
JEROME LANDE
COPPERSMITH CAPITAL MANAGEMENT, LLC
1370 Sixth Avenue, 25th Floor
New York, New York 10019
(212) 804-8001

STEVE WOLOSKY
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)

June 28, 2013
(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. 01449J105
 
1
NAME OF REPORTING PERSON
 
COPPERSMITH CAPITAL MANAGEMENT, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF, 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
 
1,950,000
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,950,000
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,950,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.4%
14
TYPE OF REPORTING PERSON
 
OO

 
2
 
CUSIP NO. 01449J105
 
1
NAME OF REPORTING PERSON
 
JEROME J. LANDE
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
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
 
1,950,000
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
1,950,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,950,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.4%
14
TYPE OF REPORTING PERSON
 
IN

 
3
 
CUSIP NO. 01449J105
 
1
NAME OF REPORTING PERSON
 
CRAIG ROSENBLUM
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
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
 
1,950,000
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
1,950,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,950,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.4%
14
TYPE OF REPORTING PERSON
 
IN

 
4
 
CUSIP NO. 01449J105
 
1
NAME OF REPORTING PERSON
 
SCOPIA LONG 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
 
39,034
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
39,034
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
39,034
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

 
5
 
CUSIP NO. 01449J105
 
1
NAME OF REPORTING PERSON
 
SCOPIA PARTNERS QP 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
 
38,250
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
38,250
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
38,250
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

 
6
 
CUSIP NO. 01449J105
 
1
NAME OF REPORTING PERSON
 
SCOPIA PX, 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
 
1,101,211
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,101,211
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,101,211
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.4%
14
TYPE OF REPORTING PERSON
 
OO

 
7
 
CUSIP NO. 01449J105
 
1
NAME OF REPORTING PERSON
 
SCOPIA PARTNERS 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
 
38,131
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
38,131
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
38,131
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

 
8
 
CUSIP NO. 01449J105
 
1
NAME OF REPORTING PERSON
 
SCOPIA WINDMILL FUND, LP
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
 
834,491
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
834,491
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
834,491
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.0%
14
TYPE OF REPORTING PERSON
 
PN

 
9
 
CUSIP NO. 01449J105
 
1
NAME OF REPORTING PERSON
 
SCOPIA INTERNATIONAL MASTER FUND LP
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
 
BERMUDA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
201,652
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
201,652
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
201,652
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
 
PN

 
10
 
CUSIP NO. 01449J105
 
1
NAME OF REPORTING PERSON
 
SCOPIA PX INTERNATIONAL MASTER FUND LP
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
 
BERMUDA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
1,331,452
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,331,452
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,331,452
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.6%
14
TYPE OF REPORTING PERSON
 
PN

 
11
 
CUSIP NO. 01449J105
 
1
NAME OF REPORTING PERSON
 
SCOPIA LB 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
 
6,209
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
6,209
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,209
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

 
12
 
CUSIP NO. 01449J105
 
1
NAME OF REPORTING PERSON
 
SCOPIA CAPITAL GP LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
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
 
3,590,430
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
3,590,430
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,590,430
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.4%
14
TYPE OF REPORTING PERSON
 
OO

 
13
 
CUSIP NO. 01449J105
 
1
NAME OF REPORTING PERSON
 
SCOPIA CAPITAL MANAGEMENT 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, AF
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
 
3,708,845
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
3,708,845
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,708,845
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.6%
14
TYPE OF REPORTING PERSON
 
OO

 
14
 
CUSIP NO. 01449J105
 
1
NAME OF REPORTING PERSON
 
MATTHEW SIROVICH
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
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
 
3,708,845
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
3,708,845
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,708,845
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.6%
14
TYPE OF REPORTING PERSON
 
IN

 
15
 
CUSIP NO. 01449J105
 
1
NAME OF REPORTING PERSON
 
JEREMY MINDICH
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
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
 
3,708,845
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
3,708,845
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,708,845
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.6%
14
TYPE OF REPORTING PERSON
 
IN

 
16
 
CUSIP NO. 01449J105
 
1
NAME OF REPORTING PERSON
 
CURT R. HARTMAN
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
PF
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
 
1,000
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,000
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
IN

 
17
 
CUSIP NO. 01449J105
 
1
NAME OF REPORTING PERSON
 
THEODORE E. MARTIN
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
PF
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
 
925
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
925
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
925
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
 
IN

 
18
 
CUSIP NO. 01449J105
 
The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 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 as follows:
 
The source of funds for the purchase of the Shares reported beneficially owned by Coppersmith Capital was the working capital of the respective purchasers (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business).  Securities positions which may be held in the margin accounts, including the Shares beneficially owned by Coppersmith Capital, may be pledged as collateral security for the repayment of debit balances in the margin accounts.
 
The Shares purchased by each of Scopia Long, Scopia QP LLC, Scopia PX, Scopia Partners, Scopia Windmill, Scopia International, Scopia PX International and Scopia LB and held in the Managed 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 A, which is incorporated by reference herein.
 
The aggregate purchase price of the 1,950,000 Shares beneficially owned by Coppersmith Capital is approximately $50,103,932, including brokerage commissions.
 
The aggregate purchase price of the 39,034 Shares beneficially owned by Scopia Long is approximately $992,654, excluding brokerage commissions.
 
The aggregate purchase price of the 38,250 Shares beneficially owned by Scopia QP LLC is approximately $969,474, excluding brokerage commissions.
 
The aggregate purchase price of the 1,101,211 Shares beneficially owned by Scopia PX is approximately $27,900,972, excluding brokerage commissions.
 
The aggregate purchase price of the 38,131 Shares beneficially owned by Scopia Partners is approximately $965,955, excluding brokerage commissions.
 
The aggregate purchase price of the 834,491 Shares beneficially owned by Scopia Windmill is approximately $21,187,113, excluding brokerage commissions.
 
The aggregate purchase price of the 201,652 Shares beneficially owned by Scopia International is approximately $5,101,568, excluding brokerage commissions.
 
The aggregate purchase price of the 1,331,452 Shares beneficially owned by Scopia PX International is approximately $33,798,061, excluding brokerage commissions.
 
The aggregate purchase price of the 6,209 Shares beneficially owned by Scopia LB is approximately $157,857, excluding brokerage commissions.
 
The aggregate purchase price of the 118,415 Shares held in the Managed Account is approximately $3,008,961, excluding brokerage commissions.
 
The Shares purchased by each of Messrs. Hartman and Martin were purchased with personal finds in open market purchases.  The aggregate purchase price of the 1,000 Shares beneficially owned by Mr. Hartman is $27,321.  The aggregate purchase price of the 925 Shares beneficially owned by Mr. Martin is $24,998.
 
 
19
 
CUSIP NO. 01449J105
 
Item 4.
Purpose of the Transaction.
 
Item 4 is hereby amended to add the following:
 
On June 28, 2013, the Reporting Persons filed with the Securities and Exchange Commission a definitive proxy statement in connection with their solicitation of proxies for the election of three highly-qualified director candidates to the board of directors of the Issuer (the “Board”) at the 2013 annual meeting of the stockholders of the Issuer (the “2013 Annual Meeting”). The Reporting Persons intend to continue to engage in communications with the management, Board and stockholders of the Issuer regarding the 2013 Annual Meeting, the election of their highly-qualified nominees to the Board, and Board composition generally.
 
Item 5.
Interest in Securities of the Issuer.
 
Items 5(a)-(c) are hereby amended and restated as follows:
 
The aggregate percentage of Shares reported owned by each person named herein is based upon 81,337,864 Shares outstanding, as of June 14, 2013, which is the total number of Shares outstanding as reported in the Issuer’s definitive proxy statement in connection with the 2013 Annual Meeting filed with the Securities and Exchange Commission on June 26, 2013.
 
A.
Coppersmith Capital
 
 
(a)
Coppersmith Capital, as the Investment Manager of the Coppersmith Accounts, may be deemed the beneficial owner of the 1,950,000 Shares held in the Coppersmith Accounts.
 
Percentage: Approximately 2.4%
 
 
(b)
1. Sole power to vote or direct vote: 1,950,000
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 1,950,000
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the Shares on behalf of Coppersmith Capital with respect to the Shares held in the Coppersmith Accounts since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
B.
Mr. Lande
 
 
(a)
Mr. Lande, as a Managing Member of Coppersmith Capital, may be deemed the beneficial owner of the 1,950,000 Shares beneficially owned by Coppersmith Capital.
 
Percentage: Approximately 2.4%
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 1,950,000
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 1,950,000

 
(c)
The transactions in the Shares by Mr. Lande and on behalf of Coppersmith Capital since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
 
20
 
CUSIP NO. 01449J105
 
C.
Mr. Rosenblum
 
 
(a)
Mr. Rosenblum, as a Member of Coppersmith Capital, may be deemed the beneficial owner of the 1,950,000 Shares beneficially owned by Coppersmith Capital.
 
Percentage: Approximately 2.4%
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 1,950,000
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 1,950,000

 
(c)
The transactions in the Shares by Mr. Rosenblum and on behalf of Coppersmith Capital since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
D.
Scopia Long
 
 
(a)
As of the close of business on the date hereof, Scopia Long beneficially owned 39,034 Shares.
 
Percentage: Less than 1%
 
 
(b)
1. Sole power to vote or direct vote: 39,034
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 39,034
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the Shares by Scopia Long since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
E.
Scopia QP LLC
 
 
(a)
As of the close of business on the date hereof, Scopia QP LLC beneficially owned 38,250 Shares.
 
Percentage: Less than 1%
 
 
(b)
1. Sole power to vote or direct vote: 38,250
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 38,250
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the Shares by Scopia QP LLC since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
 
21
 
CUSIP NO. 01449J105
 
F.
Scopia PX
 
 
(a)
As of the close of business on the date hereof, Scopia PX beneficially owned 1,101,211 Shares.
 
Percentage: Approximately 1.4%
 
 
(b)
1. Sole power to vote or direct vote: 1,101,211
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 1,101,211
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the Shares by Scopia PX since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
G.
Scopia Partners
 
 
(a)
As of the close of business on the date hereof, Scopia Partners beneficially owned 38,131 Shares.
 
Percentage: Less than 1%
 
 
(b)
1. Sole power to vote or direct vote: 38,131
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 38,131
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the Shares by Scopia Partners since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
H.
Scopia Windmill
 
 
(a)
As of the close of business on the date hereof, Scopia Windmill beneficially owned 834,491 Shares.
 
Percentage: Approximately 1.0%
 
 
(b)
1. Sole power to vote or direct vote: 834,491
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 834,491
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the Shares by Scopia Windmill since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
 
22
 
CUSIP NO. 01449J105
 
I.
Scopia International
 
 
(a)
As of the close of business on the date hereof, Scopia International beneficially owned 201,652 Shares.
 
Percentage: Less than 1%
 
 
(b)
1. Sole power to vote or direct vote: 201,652
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 201,652
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the Shares by Scopia International since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
J.
Scopia PX International
 
 
(a)
As of the close of business on the date hereof, Scopia PX International beneficially owned 1,331,452 Shares.
 
Percentage: Approximately 1.6%
 
 
(b)
1. Sole power to vote or direct vote: 1,331,452
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 1,331,452
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the Shares by Scopia PX International since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
K.
Scopia LB
 
 
(a)
As of the close of business on the date hereof, Scopia LB beneficially owned 6,209 Shares.
 
Percentage: Less than 1%
 
 
(b)
1. Sole power to vote or direct vote: 6,209
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 6,209
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the Shares by Scopia LB during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
 
 
23
 
CUSIP NO. 01449J105
 
L.
Scopia Capital
 
 
(a)
Scopia Capital, as the Managing Member of each of Scopia Long, Scopia QP LLC, Scopia PX, Scopia Partners and Scopia LB, and the general partner of Scopia Windmill, Scopia International and Scopia PX International, may be deemed the beneficial owner of the: (i) 39,034 Shares owned by Scopia Long; (ii) 38,250 Shares owned by Scopia QP LLC; (iii) 1,101,211 Shares owned by Scopia PX; (iv) 38,131 Shares owned by Scopia Partners; (v) 6,209 Shares owned by Scopia LB; (vi) 834,491 Shares owned by Scopia Windmill; (vii) 201,652 Shares owned by Scopia International; and (viii) 1,331,452 Shares owned by Scopia PX International.
 
Percentage: Approximately 4.4%
 
 
(b)
1. Sole power to vote or direct vote: 3,590,430
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 3,590,430
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Scopia Capital has not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D.  The transactions in the Shares on behalf of each of Scopia Long, Scopia QP LLC, Scopia PX, Scopia Partners, Scopia Windmill, Scopia International, Scopia PX International and Scopia LB since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
M.
Scopia Management
 
 
(a)
Scopia Management, as the Investment Manager of each of Scopia Long, Scopia QP LLC, Scopia PX, Scopia Partners, Scopia Windmill, Scopia International, Scopia PX International, Scopia LB and of the Managed Account, may be deemed the beneficial owner of the: (i) 39,034 Shares owned by Scopia Long; (ii) 38,250 Shares owned by Scopia QP LLC; (iii) 1,101,211 Shares owned by Scopia PX; (iv) 38,131 Shares owned by Scopia Partners; (v) 834,491 Shares owned by Scopia Windmill; (vi) 201,652 Shares owned by Scopia International; (vii) 1,331,452 Shares owned by Scopia PX International; (viii) 6,209 Shares owned by Scopia LB and (ix)  118,415 Shares held in the Managed Account.
 
Percentage: Approximately 4.6%
 
 
(b)
1. Sole power to vote or direct vote: 3,708,845
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 3,708,845
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Scopia Management has not directly entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D.  The transactions in the Shares on behalf of each of Scopia Long, Scopia QP LLC, Scopia PX, Scopia Partners, Scopia Windmill, Scopia International, Scopia PX International, Scopia LB and through the Managed Account since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
 
24
 
CUSIP NO. 01449J105
 
N.
Mr. Sirovich
 
 
(a)
Mr. Sirovich, as a Managing Director of the Managing Member of Scopia Management, may be deemed the beneficial owner of the: (i) 39,034 Shares owned by Scopia Long; (ii) 38,250 Shares owned by Scopia QP LLC; (iii) 1,101,211 Shares owned by Scopia PX; (iv) 38,131 Shares owned by Scopia Partners; (v) 834,491 Shares owned by Scopia Windmill; (vi) 201,652 Shares owned by Scopia International; (vii) 1,331,452 Shares owned by Scopia PX International; (viii) 6,209 Shares owned by Scopia LB and (ix)  118,415 Shares held in the Managed Account.
 
Percentage: Approximately 4.6%
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 3,708,845
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 3,708,845

 
(c)
Mr. Sirovich has not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D.  The transactions in the Shares on behalf of each of Scopia Long, Scopia QP LLC, Scopia PX, Scopia Partners, Scopia Windmill, Scopia International, Scopia PX International, Scopia LB and through the Managed Account since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
O.
Mr. Mindich
 
 
(a)
Mr. Mindich, as a Managing Director of the Managing Member of Scopia Management, may be deemed the beneficial owner of the: (i) 39,034 Shares owned by Scopia Long; (ii) 38,250 Shares owned by Scopia QP LLC; (iii) 1,101,211 Shares owned by Scopia PX; (iv) 38,131 Shares owned by Scopia Partners; (v) 834,491 Shares owned by Scopia Windmill; (vi) 201,652 Shares owned by Scopia International; (vii) 1,331,452 Shares owned by Scopia PX International; (viii) 6,209 Shares owned by Scopia LB and (ix)  118,415 Shares held in the Managed Account.
 
Percentage: Approximately 4.6%
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 3,708,845
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 3,708,845

 
(c)
Mr. Mindich has not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D.  The transactions in the Shares on behalf of each of Scopia Long, Scopia QP LLC, Scopia PX, Scopia Partners, Scopia Windmill, Scopia International, Scopia PX International, Scopia LB and through the Managed Account since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
 
25
 
CUSIP NO. 01449J105
 
P.
Mr. Hartman
 
 
(a)
As of the close of business on the date hereof, Mr. Hartman beneficially owns 1,000 Shares.
 
Percentage: Less than 1%
 
 
(b)
1. Sole power to vote or direct vote: 1,000
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 1,000
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Mr. Hartman has not engaged in any transaction in the Shares since the filing of Amendment No. 1 to the Schedule 13D.
 
Q.
Mr. Martin
 
 
(a)
As of the close of business on the date hereof, Mr. Martin beneficially owns 925 Shares.
 
Percentage: Less than 1%
 
 
(b)
1. Sole power to vote or direct vote: 925
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 925
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Mr. Martin has not engaged in any transaction in the Shares since the filing of Amendment No. 1 to the Schedule 13D.
 
An aggregate of 5,660,770 Shares, constituting approximately 7.0% of the Shares outstanding, are reported in this Schedule 13D.
 
The Reporting Persons, as members of a “group” for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Person.  Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
 
 
26
 
CUSIP NO. 01449J105
 
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:  July 2, 2013
 

 
COPPERSMITH CAPITAL MANAGEMENT, LLC
   
   
 
By:
/s/ Jerome J. Lande
   
Name:
Jerome J. Lande
   
Title:
Managing Member

   
   
 
/s/ Jerome J. Lande
 
JEROME J. LANDE, Individually and as Attorney-In-Fact for Curt R. Hartman and Theodore E. Martin

   
   
 
/s/ Craig Rosenblum
 
CRAIG ROSENBLUM
 
 
27
 
CUSIP NO. 01449J105
 
SCOPIA PARTNERS LLC
  
SCOPIA PARTNERS QP LLC
     
By:  Scopia Capital Management LLC, its Investment Manager
  
By:  Scopia Capital Management LLC, its Investment Manager
     
     
By:
/s/ Matthew Sirovich
  
By:
/s/ Matthew Sirovich
 
Name:
Matthew Sirovich
    
Name:
Matthew Sirovich
 
Title:
Managing Director of its Managing Member
    
Title:
Managing Director of its Managing Member

SCOPIA PX, LLC
  
SCOPIA LONG LLC
     
By:  Scopia Capital Management LLC, its Investment Manager
  
By:  Scopia Capital Management LLC, its Investment Manager
     
     
By:
/s/ Matthew Sirovich
  
By:
/s/ Matthew Sirovich
 
Name:
Matthew Sirovich
    
Name:
Matthew Sirovich
 
Title:
Managing Director of its Managing Member
    
Title:
Managing Director of its Managing Member

SCOPIA INTERNATIONAL MASTER FUND LP
  
SCOPIA PX INTERNATIONAL MASTER FUND LP
     
By:  Scopia Capital Management LLC, its Investment Manager
  
By:  Scopia Capital Management LLC, its Investment Manager
     
     
By:
/s/ Matthew Sirovich
  
By:
/s/ Matthew Sirovich
 
Name:
Matthew Sirovich
    
Name:
Matthew Sirovich
 
Title:
Managing Director of its Managing Member
    
Title:
Managing Director of its Managing Member

SCOPIA WINDMILL FUND, LP
  
SCOPIA LB LLC
     
By:  Scopia Capital Management LLC, its Investment Manager
  
By:  Scopia Capital Management LLC, its Investment Manager
     
     
By:
/s/ Matthew Sirovich
  
By:
/s/ Matthew Sirovich
 
Name:
Matthew Sirovich
    
Name:
Matthew Sirovich
 
Title:
Managing Director of its Managing Member
    
Title:
Managing Director of its Managing Member
 
 
28
 
CUSIP NO. 01449J105
 
   
SCOPIA CAPITAL GP LLC
     
   
By:
/s/ Matthew Sirovich
     
Name:
Matthew Sirovich
     
Title:
Manager
         
         
   
SCOPIA CAPITAL MANAGEMENT LLC
     
   
By:
/s/ Matthew Sirovich
     
Name:
Matthew Sirovich
     
Title:
Managing Director of its Managing Member


   
   
 
/s/ Matthew Sirovich
 
MATTHEW SIROVICH


   
   
 
/s/ Jeremy Mindich
 
JEREMY MINDICH
 
 
29
 
CUSIP NO. 01449J105
 
SCHEDULE A
 
Transactions in the Shares since the Filing of Amendment No. 1 to the Schedule 13D
 
Shares of Common Stock
Purchased/(Sold)
Price Per
Share($)
Date of
Purchase / Sale

COPPERSMITH CAPITAL MANAGEMENT, LLC
(Through the Coppersmith Accounts)

25,000
  
24.9691
06/19/2013
25,000
  
24.6550
06/20/2013
25,000
  
24.7026
06/21/2013
25,000
  
24.7389
06/25/2013

SCOPIA LONG LLC

 263   24.9327 06/19/2013 
889
  
24.6553
06/20/2013
1,146
  
24.6566
06/20/2013
361
  
24.6612
06/21/2013
281
  
24.4688
06/24/2013
1,078
  
24.7344
06/25/2013
55
  
24.8698
06/26/2013
2,453
  
24.6785
06/27/2013
269
  
24.7449
06/27/2013
130
  
24.4904
06/28/2013
1,371
  
24.5420
06/28/2013


SCOPIA PARTNERS QP LLC

 255   24.9327 06/19/2013
864
  
24.6553
06/20/2013
1,113
  
24.6566
06/20/2013
348
  
24.6612
06/21/2013
271
  
24.4688
06/24/2013
1,040
  
24.7344
06/25/2013
53
  
24.8698
06/26/2013
2,368
  
24.6785
06/27/2013
260
  
24.7449
06/27/2013
128
  
24.4904
06/28/2013
1,451
  
24.5420
06/28/2013


SCOPIA PX, LLC

 7,523   24.9327 06/19/2013
25,420
  
24.6553
06/20/2013
32,762
  
24.6566
06/20/2013
10,003
  
24.6612
06/21/2013
7,793
  
24.4688
06/24/2013
29,861
  
24.7344
06/25/2013
1,541
  
24.8698
06/26/2013
 
 
 
30
 
 
67,935
  
24.6785
06/27/2013
7,465
  
24.7449
06/27/2013
3,691
  
24.4904
06/28/2013
43,712
  
24.5420
06/28/2013


SCOPIA PARTNERS LLC

 261   24.9327 06/19/2013 
1,138
  
24.6566
06/20/2013
883
  
24.6553
06/20/2013
353
  
24.6612
06/21/2013
275
  
24.4688
06/24/2013
1,056
  
24.7344
06/25/2013
54
  
24.8698
06/26/2013
264
  
24.7449
06/27/2013
2,403
  
24.6785
06/27/2013
1,144
  
24.5420
06/28/2013
127
  
24.4904
06/28/2013


SCOPIA WINDMILL FUND, LP

 5,200   24.9327  06/19/2013 
22,645
  
24.6566
06/20/2013
17,570
  
24.6553
06/20/2013
7,483
  
24.6612
06/21/2013
5,830
  
24.4688
06/24/2013
22,339
  
24.7344
06/25/2013
1,152
  
24.8698
06/26/2013
5,584
  
24.7449
06/27/2013
50,822
  
24.6785
06/27/2013
50,406
  
24.5420
06/28/2013
2,797
  
24.4904
06/28/2013
 
SCOPIA INTERNATIONAL MASTER FUND LP

 1,309   24.9327 06/19/2013
4,423
  
24.6553
06/20/2013
5,701
  
24.6566
06/20/2013
1,770
  
24.6612
06/21/2013
1,379
  
24.4688
06/24/2013
5,284
  
24.7344
06/25/2013
272
  
24.8698
06/26/2013
1,321
  
24.7449
06/27/2013
12,022
  
24.6785
06/27/2013
16,162
  
24.5420
06/28/2013
675
  
24.4904
06/28/2013
 
 
31
 

SCOPIA PX INTERNATIONAL MASTER FUND LP

 9,202   24.9327 06/19/2013 
40,068
  
24.6566
06/20/2013
31,092
  
24.6553
06/20/2013
12,022
  
24.6612
06/21/2013
9,367
  
24.4688
06/24/2013
35,878
  
24.7344
06/25/2013
1,857
  
24.8698
06/26/2013
8,972
  
24.7449
06/27/2013
81,613
  
24.6785
06/27/2013
37,382
  
24.5420
06/28/2013
4,303
  
24.4904
06/28/2013


SCOPIA LB LLC

77
  
24.6612
06/21/2013
60
  
24.4688
06/24/2013
230
  
24.7344
06/25/2013
11
  
24.8698
06/26/2013
525
  
24.6785
06/27/2013
57
  
24.7449
06/27/2013
20
  
24.4904
06/28/2013
322
  
24.5420
06/28/2013


SCOPIA CAPITAL MANAGEMENT LLC
(Through the Scopia Managed Account)

 787   24.9327 06/19/2013 
3,427
  
24.6566
06/20/2013
2,659
  
24.6553
06/20/2013
1,083
  
24.6612
06/21/2013
844
  
24.4688
06/24/2013
3,234
  
24.7344
06/25/2013
166
  
24.8698
06/26/2013
808
  
24.7449
06/27/2013
7,359
  
24.6785
06/27/2013
4,734
  
24.5420
06/28/2013
396
  
24.4904
06/28/2013