sc13da406297105_05302012.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. 4)1

Progress Software Corporation
(Name of Issuer)

Common Stock, par value $0.01 per share
(Title of Class of Securities)

743312100
(CUSIP Number)
 
JEFFREY C. SMITH
STARBOARD VALUE LP
830 Third Avenue, 3rd Floor
New York, New York 10022
(212) 845-7977

STEVE WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & 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)

May 30, 2012
(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. 743312100
 
1
NAME OF REPORTING PERSON
 
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (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
 
2,344,257
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
2,344,257
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,344,257
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.7%
14
TYPE OF REPORTING PERSON
 
CO

 
2

 
CUSIP NO. 743312100
 
1
NAME OF REPORTING PERSON
 
STARBOARD VALUE AND OPPORTUNITY S LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (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
 
730,662
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
730,662
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
730,662
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.2%
14
TYPE OF REPORTING PERSON
 
OO

 
3

 
CUSIP NO. 743312100
 
1
NAME OF REPORTING PERSON
 
STARBOARD VALUE LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (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
 
4,114,500
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
4,114,500
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,114,500
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.5%
14
TYPE OF REPORTING PERSON
 
PN

 
4

 
CUSIP NO. 743312100
 
1
NAME OF REPORTING PERSON
 
STARBOARD VALUE GP LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (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
 
4,114,500
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
4,114,500
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,114,500
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.5%
14
TYPE OF REPORTING PERSON
 
OO

 
5

 
CUSIP NO. 743312100
 
1
NAME OF REPORTING PERSON
 
STARBOARD PRINCIPAL CO LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (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
 
4,114,500
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
4,114,500
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,114,500
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.5%
14
TYPE OF REPORTING PERSON
 
PN

 
6

 
CUSIP NO. 743312100
 
1
NAME OF REPORTING PERSON
 
STARBOARD PRINCIPAL CO GP LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (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
 
4,114,500
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
4,114,500
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,114,500
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.5%
14
TYPE OF REPORTING PERSON
 
OO

 
7

 
CUSIP NO. 743312100
 
1
NAME OF REPORTING PERSON
 
JEFFREY C. SMITH
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (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
 
4,114,500
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
4,114,500
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,114,500
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.5%
14
TYPE OF REPORTING PERSON
 
IN

 
8

 
CUSIP NO. 743312100
 
1
NAME OF REPORTING PERSON
 
MARK MITCHELL
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (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
 
4,114,500
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
4,114,500
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,114,500
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.5%
14
TYPE OF REPORTING PERSON
 
IN

 
9

 
CUSIP NO. 743312100
 
1
NAME OF REPORTING PERSON
 
PETER A. FELD
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (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
 
4,114,500
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
4,114,500
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,114,500
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.5%
14
TYPE OF REPORTING PERSON
 
IN

 
10

 
CUSIP NO. 743312100
 
The following constitutes Amendment No. 4 to the Schedule 13D filed by the undersigned (“Amendment No. 4”).  This Amendment No. 4 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 to read as follows:
 
The Shares purchased by each of Starboard V&O Fund and Starboard LLC and held in the Starboard Value LP 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 2,344,257 Shares beneficially owned by Starboard V&O Fund is approximately $44,515,522, excluding brokerage commissions.  The aggregate purchase price of the 730,662 Shares beneficially owned by Starboard LLC is approximately $13,841,423, excluding brokerage commissions. The aggregate purchase price of the 1,039,581 Shares held in the Starboard Value LP Account is approximately $20,012,087, excluding brokerage commissions.
 
Item 5.
Interest in Securities of the Issuer.
 
Items 5(a)-(c) are hereby amended and restated to read as follows:
 
The aggregate percentage of Shares reported owned by each person named herein is based upon 62,847,000 Shares outstanding, as of March 30, 2012, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on April 9, 2012.
 
A.
Starboard V&O Fund
 
 
(a)
As of the close of business on June 1, 2012, Starboard V&O Fund beneficially owned 2,344,257 Shares.
 
Percentage: Approximately 3.7%
 
 
(b)
1. Sole power to vote or direct vote: 2,344,257
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition:  2,344,257
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the Shares by Starboard V&O Fund since the filing of Amendment No. 3 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. 
 
 
11

 
CUSIP NO. 743312100
 
B.
Starboard LLC
 
 
(a)
As of the close of business on June 1, 2012, Starboard LLC beneficially owned 730,662 Shares.
 
Percentage: Approximately 1.2%
 
 
(b)
1. Sole power to vote or direct vote: 730,662
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 730,662
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the Shares by Starboard LLC since the filing of Amendment No. 3 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. 
 
C.
Starboard Value LP
 
 
(a)
As of the close of business on June 1, 2012, 1,039,581 Shares were held in the Starboard Value LP Account.  Starboard Value LP, as the investment manager of Starboard V&O Fund and the Manager of Starboard LLC, may be deemed the beneficial owner of the (i) 2,344,257 Shares owned by Starboard V&O Fund and (ii) 730,662 Shares owned by Starboard LLC.
 
Percentage: Approximately 6.5%
 
 
(b)
1. Sole power to vote or direct vote: 4,114,500
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 4,114,500
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the Shares by Starboard Value LP through the Starboard Value LP Account and on behalf of each of Starboard V&O Fund and Starboard LLC since the filing of Amendment No. 3 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. 
 
D.
Starboard Value GP
 
 
(a)
Starboard Value GP, as the general partner of Starboard Value LP, may be deemed the beneficial owner of the (i) 2,344,257 Shares owned by Starboard V&O Fund, (ii) 730,662 Shares owned by Starboard LLC and (iii) 1,039,581 Shares held in the Starboard Value LP Account.
 
Percentage: Approximately 6.5%
 
 
(b)
1. Sole power to vote or direct vote: 4,114,500
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 4,114,500
 
4. Shared power to dispose or direct the disposition: 0
 
 
12

 
CUSIP NO. 743312100
 
 
(c)
Starboard Value GP has not entered into any transactions in the Shares since the filing of Amendment No. 3 to the Schedule 13D.  The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard LLC and through the Starboard Value LP Account since the filing of Amendment No. 3 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. 
 
E.
Principal Co
 
 
(a)
Principal Co, as a member of Starboard Value GP, may be deemed the beneficial owner of the (i) 2,344,257 Shares owned by Starboard V&O Fund, (ii) 730,662 Shares owned by Starboard LLC and (iii) 1,039,581 Shares held in the Starboard Value LP Account.
 
Percentage: Approximately 6.5%
 
 
(b)
1. Sole power to vote or direct vote: 4,114,500
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 4,114,500
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Principal Co has not entered into any transactions in the Shares since the filing of Amendment No. 3 to the Schedule 13D.  The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard LLC and through the Starboard Value LP Account since the filing of Amendment No. 3 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
F.
Principal GP
 
 
(a)
Principal GP, as the general partner of Principal Co, may be deemed the beneficial owner of the (i) 2,344,257 Shares owned by Starboard V&O Fund, (ii) 730,662 Shares owned by Starboard LLC and (iii) 1,039,581 Shares held in the Starboard Value LP Account.
 
Percentage: Approximately 6.5%
 
 
(b)
1. Sole power to vote or direct vote: 4,114,500
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 4,114,500
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Principal GP has not entered into any transactions in the Shares since the filing of Amendment No. 3 to the Schedule 13D.  The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard LLC and through the Starboard Value LP Account since the filing of Amendment No. 3 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
G.
Messrs. Smith, Mitchell and Feld
 
 
(a)
Each of Messrs. Smith, Mitchell and Feld, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed the beneficial owner of the (i) 2,344,257 Shares owned by Starboard V&O Fund, (ii) 730,662 Shares owned by Starboard LLC and (iii) 1,039,581 Shares held in the Starboard Value LP Account.
 
Percentage: Approximately 6.5%
 
 
13

 
CUSIP NO. 743312100
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 4,114,500
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 4,114,500

 
(c)
None of Messrs. Smith, Mitchell or Feld has entered into any transactions in the Shares since the filing of Amendment No. 3 to the Schedule 13D.  The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard LLC and through the Starboard Value LP Account since the filing of Amendment No. 3 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
 
14

 
CUSIP NO. 743312100
 
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:  June 1, 2012
 
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
By: Starboard Value LP,
       its investment manager
 
STARBOARD VALUE AND OPPORTUNITY S LLC
By: Starboard Value LP,
       its manager
 
STARBOARD VALUE LP
By: Starboard Value GP LLC,
       its general partner
 
STARBOARD VALUE GP LLC
By: Starboard Principal Co LP,
       its member
 
STARBOARD PRINCIPAL CO LP
By: Starboard Principal Co GP LLC,
       its general partner
 
STARBOARD PRINCIPAL CO GP LLC

 
 
By:
/s/ Jeffrey C. Smith
 
Name:
Jeffrey C. Smith
 
Title:
Authorized Signatory

 
 
/s/ Jeffrey C. Smith
JEFFREY C. SMITH
Individually and as attorney-in-fact for Mark R. Mitchell and Peter A. Feld
 
 
15

 
CUSIP NO. 743312100
 
SCHEDULE A
 
Transactions in the Shares Since the Filing of Amendment No. 3 to the Schedule 13D
 
Shares of Common Stock
Purchased
Price Per
Share($)
Date of
Purchase

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD

61,628
 
21.1447
05/09/2012
33,772
 
21.0298
05/10/2012
26,366
 
21.0661
05/11/2012
21,334
 
20.8120
05/14/2012
15,900
 
20.7174
05/15/2012
38,160
 
20.4733
05/16/2012
31,800
 
20.1528
05/17/2012
6,360
 
19.8966
05/18/2012
15,900
 
19.7235
05/18/2012
22,260
 
19.6160
05/18/2012
3,180
 
19.7748
05/21/2012
15,900
 
19.8655
05/21/2012
7,949
 
20.0611
05/21/2012
7,950
 
20.2907
05/22/2012
25,440
 
20.3975
05/22/2012
15,900
 
20.1517
05/23/2012
3,180
 
20.1904
05/24/2012
6,360
 
20.2416
05/25/2012
22,260
 
20.1305
05/29/2012
52,915
 
19.2110
05/30/2012
27,915
 
19.0657
05/30/2012
15,900
 
19.3500
05/30/2012
30,469
 
19.0728
05/31/2012
7,949
 
19.0300
05/31/2012
4,452
 
18.9866
05/31/2012
       25,800
 
18.8327
06/01/2012
       12,900
 
18.8378
06/01/2012

STARBOARD VALUE AND OPPORTUNITY S LLC

13,857
 
21.1447
05/09/2012
7,593
 
21.0298
05/10/2012
5,928
 
21.0661
05/11/2012
4,797
 
20.8120
05/14/2012
3,575
 
20.7174
05/15/2012
8,580
 
20.4733
05/16/2012
7,150
 
20.1528
05/17/2012
1,430
 
19.8966
05/18/2012
3,575
 
19.7235
05/18/2012
5,005
 
19.6160
05/18/2012
715
 
19.7748
05/21/2012
3,575
 
19.8655
05/21/2012
1,788
 
20.0611
05/21/2012
1,788
 
20.2907
05/22/2012
5,720
 
20.3975
05/22/2012
3,575
 
20.1517
05/23/2012
715
 
20.1904
05/24/2012
1,430
 
20.2416
05/25/2012
5,005
 
20.1305
05/29/2012
11,898
 
19.2110
05/30/2012
6,277
 
19.0657
05/30/2012
3,575
 
19.3500
05/30/2012
6,851
 
19.0728
05/31/2012
1,788
 
19.0300
05/31/2012
1,001
 
18.9866
05/31/2012
        5,680
 
18.8327
06/01/2012
        2,840
 
18.8378
06/01/2012
 
 
 

 
CUSIP NO. 743312100
 
STARBOARD VALUE LP
(Through the Starboard Value LP Account)

21,415
 
21.1447
05/09/2012
11,735
 
21.0298
05/10/2012
9,162
 
21.0661
05/11/2012
7,413
 
20.8120
05/14/2012
5,525
 
20.7174
05/15/2012
13,260
 
20.4733
05/16/2012
11,050
 
20.1528
05/17/2012
2,210
 
19.8966
05/18/2012
5,525
 
19.7235
05/18/2012
7,735
 
19.6160
05/18/2012
1,105
 
19.7748
05/21/2012
5,525
 
19.8655
05/21/2012
2,763
 
20.0611
05/21/2012
2,762
 
20.2907
05/22/2012
8,840
 
20.3975
05/22/2012
5,525
 
20.1517
05/23/2012
1,105
 
20.1904
05/24/2012
2,210
 
20.2416
05/25/2012
7,735
 
20.1305
05/29/2012
18,387
 
19.2110
05/30/2012
9,700
 
19.0657
05/30/2012
5,525
 
19.3500
05/30/2012
10,588
 
19.0728
05/31/2012
2,763
 
19.0300
05/31/2012
1,547
 
18.9866
05/31/2012
        8,520
 
18.8327
06/01/2012
        4,260
 
18.8378
06/01/2012