No. of Shares | No. of | No. of Shares | ||||||||||||
Amount of | of Common | Shares of | of Common | |||||||||||
Notes | % of Notes | Amount of Notes | Stock | Common | Stock Owned | |||||||||
Beneficially | Beneficially | Being Offered | Beneficially | Stock Being | After | |||||||||
Name of Selling Security Holder | Owned ($) | Owned | ($) (a) | Owned (b) | Offered (a)(b) | Offering (a)(b) | ||||||||
|
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Citadel
Equity Fund Ltd.
(c) |
$53,755,000 | 48.9% | $32,400,000 | 861,311 | 519,142 | 342,169 |
* | Less than 1% | |
(a) | Because a selling security holder may sell pursuant to the prospectus all or a portion of the offered notes, and common stock issuable upon conversion of the notes, we cannot know or estimate number or percentage of notes and common stock that the selling security holder will hold upon the termination of any particular offering. Please refer to the Plan of Distribution beginning on page 54 of the prospectus. The number of shares of common stock being offered represents the shares of our common stock issuable upon conversion of the notes being offered. | |
(b) | The information presented assumes that the selling security holder will fully convert the notes beneficially owned for cash and shares of our common stock, that the selling security holder will sell all shares of our common stock that it receives pursuant to the conversion of the notes being offered but will retain all shares of our common stock that it receives pursuant to the conversion of notes that are beneficially owned and are not being offered. This selling security holder has indicated that to its knowledge it does not own any shares of our common stock other than shares issuable upon conversion of the notes. For purposes of this table, we have assumed that it does not. The number of shares of our common stock issuable upon conversion of the notes is |
calculated to be the maximum number of shares issuable upon conversion assuming (i) the value of the notes approach an infinite amount at the time of conversion, with the $110,000,000 principal amount paid in cash and the remaining value paid in shares of our common stock, and (ii) the conversion of the full amount of notes held by the selling security holders at the initial conversion price of $62.41, which corresponds to the initial conversion rate of 16.0229 shares per $1,000 principal amount of the notes. Accordingly, the number of shares of our common stock to be offered using this prospectus may be less than the amount shown. Fractional shares will not be issued upon conversion of the notes. Instead, we will pay cash in lieu of fractional shares, if any. Due to the effects of rounding, the number shown in this column does not equal exactly 16.0229 shares per $1,000 principal amount of the notes. | ||
(c) | This selling security holder has indicated that it is an affiliate of a broker-dealer and has represented to us that it acquired the notes being offered in the ordinary course of business and at the time of the purchase of such notes this selling security holder had no agreements or understandings, directly or indirectly, with any person to distribute the notes. Citadel Limited Partnership (CLP) is the trading manager of Citadel Equity Fund Ltd. and consequently has investment discretion over securities held by Citadel Equity Fund Ltd. Citadel Investment Group, L.L.C. (CIG) controls CLP. Kenneth C. Griffin controls CIG and therefore has ultimate investment discretion over securities held by Citadel Equity Fund Ltd. CLP, CIG and Mr. Griffin each disclaim beneficial ownership of the securities held by Citadel Equity Fund Ltd. |