1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Elliott Associates, L.P.
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
WC
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
|
16,352,683
|
|
8.
|
SHARED VOTING POWER
|
0
|
|
9.
|
SOLE DISPOSITIVE POWER
|
16,352,683
|
|
10.
|
SHARED DISPOSITIVE POWER
|
0
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
16,352,683
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
3.7%
|
|
14.
|
TYPE OF REPORTING PERSON
|
PN
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Elliott International, L.P.
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
WC
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Cayman Islands, British West Indies
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
7.
|
SOLE VOTING POWER
|
0
|
|
8.
|
SHARED VOTING POWER
|
34,749,450
|
|
9.
|
SOLE DISPOSITIVE POWER
|
0
|
|
10.
|
SHARED DISPOSITIVE POWER
|
34,749,450
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
34,749,450
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
7.9%
|
|
14.
|
TYPE OF REPORTING PERSON
|
PN
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Elliott International Capital Advisors Inc.
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
OO
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
|
0
|
|
8.
|
SHARED VOTING POWER
|
34,749,450
|
|
9.
|
SOLE DISPOSITIVE POWER
|
0
|
|
10.
|
SHARED DISPOSITIVE POWER
|
34,749,450
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
34,749,450
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
7.9%
|
|
14.
|
TYPE OF REPORTING PERSON
|
CO
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Christopher L. Ayers
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
PF
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
|
100
|
|
8.
|
SHARED VOTING POWER
|
0
|
|
9.
|
SOLE DISPOSITIVE POWER
|
100
|
|
10.
|
SHARED DISPOSITIVE POWER
|
0
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
100
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
Less than 1%
|
|
14.
|
TYPE OF REPORTING PERSON
|
IN
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Elmer L. Doty
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
|
0
|
|
9.
|
SOLE DISPOSITIVE POWER
|
0
|
|
10.
|
SHARED DISPOSITIVE POWER
|
0
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
0
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
0%
|
|
14.
|
TYPE OF REPORTING PERSON
|
IN
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Charles M. Hall
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
|
0
|
|
9.
|
SOLE DISPOSITIVE POWER
|
0
|
|
10.
|
SHARED DISPOSITIVE POWER
|
0
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
0
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
0%
|
|
14.
|
TYPE OF REPORTING PERSON
|
IN
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Bernd F. Kessler
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Germany
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
7.
|
SOLE VOTING POWER
|
0
|
|
8.
|
SHARED VOTING POWER
|
0
|
|
9.
|
SOLE DISPOSITIVE POWER
|
0
|
|
10.
|
SHARED DISPOSITIVE POWER
|
0
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
0
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
0%
|
|
14.
|
TYPE OF REPORTING PERSON
|
IN
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Patrice E. Merrin
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Canada and Ireland
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
7.
|
SOLE VOTING POWER
|
0
|
|
8.
|
SHARED VOTING POWER
|
0
|
|
9.
|
SOLE DISPOSITIVE POWER
|
0
|
|
10.
|
SHARED DISPOSITIVE POWER
|
0
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
0
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
0%
|
|
14.
|
TYPE OF REPORTING PERSON
|
IN
|
Item 3. |
Source and Amount of Funds or Other Consideration.
|
Elliott Working Capital
|
The aggregate purchase price of the shares of Common Stock directly owned by Elliott is approximately $342,703,089.
|
|
Elliott International Working Capital
|
The aggregate purchase price of the shares of Common Stock directly owned by Elliott International is approximately $728,210,395.
|
|
Christopher L. Ayers
|
The aggregate purchase price of the shares of Common Stock directly owned by Mr. Ayers is approximately $2,000, excluding brokerage commissions.
|
|
Item 5. |
Interest in Securities of the Issuer.
|
Dated: |
February 28, 2017
|
ELLIOTT ASSOCIATES, L.P.
|
|||
By: Elliott Capital Advisors, L.P., as General Partner
|
|||
By: Braxton Associates, Inc., as General Partner
|
|||
By:
|
/s/ Elliot Greenberg
|
||
Elliot Greenberg,
|
|||
Vice President
|
|||
ELLIOTT INTERNATIONAL, L.P.
|
|||
By: Elliott International Capital Advisors Inc.,
|
|||
as Attorney-in-Fact
|
|||
By:
|
/s/ Elliot Greenberg
|
||
Elliot Greenberg,
|
|||
Vice President
|
|||
ELLIOTT INTERNATIONAL CAPITAL ADVISORS INC.
|
||
By:
|
/s/ Elliot Greenberg
|
|
Elliot Greenberg,
|
||
Vice President
|
||
By:
|
/s/ Elliot Greenberg
|
|
Elliot Greenberg,
|
||
As attorney-in-fact for Christopher L. Ayers, Elmer L. Doty, Charles M. Hall, Bernd F. Kessler, and Patrice E. Merrin
|
Date
|
Security
|
Amount of Shs.
Bought
|
Approx. price ($) per Share
|
02/24/17
|
Common Stock
|
80,001
|
29.3259
|
02/24/17
|
Common Stock
|
144,000
|
29.2660
|
02/23/17
|
Common Stock
|
192,000
|
30.0074
|
02/22/17
|
Common Stock
|
240,000
|
30.4554
|
02/21/17
|
Common Stock
|
128,000
|
30.1213
|
02/17/17
|
Common Stock
|
(2,170,227)*
|
*
|
02/16/17
|
Common Stock
|
128,000
|
29.2041
|
02/16/17
|
Common Stock
|
(2,001,199)*
|
*
|
02/15/17
|
Common Stock
|
136,000
|
29.2671
|
02/14/17
|
Common Stock
|
72,000
|
29.8627
|
02/13/17
|
Common Stock
|
24,000
|
29.4834
|
02/13/17
|
Common Stock
|
40,000
|
29.5434
|
02/10/17
|
Common Stock
|
40,000
|
29.1773
|
02/07/17
|
Common Stock
|
16,000
|
26.3554
|
02/06/17
|
Common Stock
|
24,000
|
25.8813
|
Date
|
Security
|
Amount of Shs.
Bought
|
Approx. price ($) per Share
|
02/17/17
|
Common Stock
|
2,170,227*
|
*
|
02/17/17
|
Common Stock
|
128,000
|
29.7834
|
02/16/17
|
Common Stock
|
2,001,199*
|
*
|
02/09/17
|
Common Stock
|
32,000
|
27.9057
|
02/08/17
|
Common Stock
|
24,000
|
26.8587
|
02/03/17
|
Common Stock
|
72,000
|
25.5667
|
02/02/17
|
Common Stock
|
24,000
|
25.4197
|
02/02/17
|
Common Stock
|
40,000
|
25.2317
|
Date
|
Security
|
Amount of Shs.
Bought
|
Approx. price ($) per Share
|
02/24/17
|
Common Stock
|
169,999
|
29.3259
|
02/24/17
|
Common Stock
|
306,000
|
29.2660
|
02/23/17
|
Common Stock
|
408,000
|
30.0074
|
02/22/17
|
Common Stock
|
510,000
|
30.4554
|
02/21/17
|
Common Stock
|
272,000
|
30.1213
|
02/17/17
|
Common Stock
|
272,000
|
29.7834
|
02/16/17
|
Common Stock
|
272,000
|
29.2041
|
02/15/17
|
Common Stock
|
289,000
|
29.2671
|
02/14/17
|
Common Stock
|
153,000
|
29.8627
|
02/13/17
|
Common Stock
|
85,000
|
29.5434
|
02/13/17
|
Common Stock
|
51,000
|
29.4834
|
02/10/17
|
Common Stock
|
85,000
|
29.1773
|
02/09/17
|
Common Stock
|
68,000
|
27.9057
|
02/08/17
|
Common Stock
|
51,000
|
26.8587
|
02/07/17
|
Common Stock
|
34,000
|
26.3554
|
02/06/17
|
Common Stock
|
51,000
|
25.8813
|
02/03/17
|
Common Stock
|
153,000
|
25.5667
|
02/02/17
|
Common Stock
|
51,000
|
25.4197
|
02/02/17
|
Common Stock
|
85,000
|
25.2317
|