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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 | |
| RAMIUS CAPITAL GROUP LLC 599 LEXINGTON AVENUE, 20TH FLOOR NEW YORK CITY, NY 10022 |
X | |||
| C4S & CO LLC C/O RAMIUS LLC 599 LEXINGTON AVENUE, 20TH FLOOR NEW YORK CITY, NY 10022 |
X | |||
| COHEN PETER A C/O RAMIUS LLC 599 LEXINGTON AVENUE, 20TH FLOOR NEW YORK CITY, NY 10022 |
X | See Explanation of Responses | ||
| STARK MORGAN B C/O RAMIUS LLC 599 LEXINGTON AVENUE, 20TH FLOOR NEW YORK CITY, NY 10022 |
X | |||
| STRAUSS THOMAS W C/O RAMIUS LLC 599 LEXINGTON AVENUE, 20TH FLOOR NEW YORK CITY, NY 10022 |
X | |||
| SOLOMON JEFFREY M C/O RAMIUS LLC 599 LEXINGTON AVENUE, 20TH FLOOR NEW YORK CITY, NY 10022 |
X | |||
| RCG Enterprise Ltd C/O RAMIUS LLC 599 LEXINGTON AVENUE, 20TH FLOOR NEW YORK, NY 10022 |
See Explanation of Responses | |||
| RCG CARPATHIA MASTER FUND LTD C/O RAMIUS LLC 599 LEXINGTON AVENUE, 20TH FLOOR NEW YORK, NY 10022 |
See Explanation of Responses | |||
| By: Ramius LLC; By: /s/ Owen S. Littman, Authorized Signatory | 04/28/2008 | |
| **Signature of Reporting Person | Date | |
| By: C4S & Co., L.L.C., By: /s/ Owen S. Littman, as Attorney in Fact for Jeffrey M. Solomon, as Managing Member | 04/28/2008 | |
| **Signature of Reporting Person | Date | |
| By: /s/ Owen S. Littman, as Attorney in Fact for Peter A. Cohen | 04/28/2008 | |
| **Signature of Reporting Person | Date | |
| By: /s/ Owen S. Littman, as Attorney in Fact for Morgan B. Stark | 04/28/2008 | |
| **Signature of Reporting Person | Date | |
| By: /s/ Owen S. Littman, as Attorney in Fact for Thomas W. Strauss | 04/28/2008 | |
| **Signature of Reporting Person | Date | |
| By: /s/ Owen S. Littman, as Attorney in Fact for Jeffrey M. Solomon | 04/28/2008 | |
| **Signature of Reporting Person | Date | |
| By: RCG Enterprise, Ltd, By: /s/ Owen S. Littman, Authorized Signatory | 04/28/2008 | |
| **Signature of Reporting Person | Date | |
| By: RCG Carpathia Master Fund, Ltd.; By: /s/ Owen S. Littman, Authorized Signatory | 04/28/2008 | |
| **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) | Consists of Shares owned by RCG Carpathia Master Fund, Ltd. (RCG Carpathia). As the investment advisor of RCG Carpathia, with the power to direct some of the affairs, including decisions with respect to the disposition of the proceeds from the sale of the Shares, of RCG Carpathia, Ramius LLC (Ramius) may be deemed to beneficially own the Shares owned by RCG Carpathia. As the managing member of Ramius, C4S & Co., L.L.C. (C4S) may be deemed to beneficially own the Shares owned by RCG Carpathia. As the managing members of C4S, each of Peter A. Cohen, Morgan B. Stark, Jeffrey M. Solomon and Thomas W. Strauss may be deemed to beneficially own the Shares owned by RCG Carpathia. Each of Messrs. Cohen, Stark, Solomon and Strauss, Ramius and C4S disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. |
| (2) | Consists of Shares owned by RCG Enterprise, Ltd (RCG Enterprise). As a result of a reorganization of certain of the Reporting Persons and their affilates, the Shares previously reported as beneficially owned by Ramius Securities, L.L.C. (Ramius Securities), were transferred to RCG Enterprise, its affiliate. As of the date hereof, Ramius Securities no longer beneficially owns any Shares. |
| (3) | (continued from previous footnote) As the investment manager of RCG Enterprise, with the power to direct some of the affairs, including decisions with respect to the disposition of the proceeds from the sale of the Shares, of RCG Enterprise, Ramius may be deemed to beneficially own the Shares owned by RCG Enterprise. As the managing member of Ramius, C4S may be deemed to beneficially own the Shares owned by RCG Enterprise. As the managing members of C4S, each of Messrs. Cohen, Stark, Solomon and Strauss may be deemed to beneficially own the Shares owned by RCG Enterprise. Each of Messrs. Cohen, Stark, Solomon and Strauss, Ramius and C4S disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. |