1
|
NAME OF REPORTING PERSON
RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD
|
||
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
Cayman Islands
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
1,118,145
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
1,118,145
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,118,145
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.6%
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
1
|
NAME OF REPORTING PERSON
RAMIUS ENTERPRISE MASTER FUND LTD
|
||
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
Cayman Islands
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
269,048
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
269,048
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
269,048
|
||
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
CO
|
1
|
NAME OF REPORTING PERSON
RAMIUS NAVIGATION MASTER FUND LTD
|
||
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
Cayman Islands
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
462,807
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
462,807
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
462,807
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5%
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
1
|
NAME OF REPORTING PERSON
RCG PB, LTD
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
Cayman Islands
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
462,807
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
462,807
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
462,807
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5%
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
1
|
NAME OF REPORTING PERSON
RAMIUS ADVISORS, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
731,855
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
731,855
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
731,855
|
||
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
|
1
|
NAME OF REPORTING PERSON
RCG STARBOARD ADVISORS, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
1,118,145
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
1,118,145
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,118,145
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.6%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
RAMIUS LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
1,850,000
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
1,850,000
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,850,000
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
COWEN GROUP, INC.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
1,850,000
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
1,850,000
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,850,000
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
1
|
NAME OF REPORTING PERSON
RCG HOLDINGS LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
1,850,000
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
1,850,000
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,850,000
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
C4S & CO., L.L.C.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
1,850,000
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
1,850,000
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,850,000
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
PETER A. COHEN
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
1,850,000
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
1,850,000
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,850,000
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
MORGAN B. STARK
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
1,850,000
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
1,850,000
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,850,000
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
JEFFREY M. SOLOMON
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
1,850,000
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
1,850,000
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,850,000
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
THOMAS W. STRAUSS
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
1,850,000
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
1,850,000
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,850,000
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
JOHN A. BUCKETT
|
||
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
1,0001
|
||
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
|
1
|
NAME OF REPORTING PERSON
EDWARD TERINO
|
||
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
10,000
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
10,000
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,0001
|
||
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
|
Item 1.
|
Security and Issuer
|
Item 2.
|
Identity and Background.
|
|
(a)
|
This statement is filed by:
|
|
(i)
|
Ramius Value and Opportunity Master Fund Ltd, a Cayman Islands exempted company (“Value and Opportunity Master Fund”), with respect to the Shares directly and beneficially owned by it;
|
|
(ii)
|
Ramius Enterprise Master Fund Ltd, a Cayman Islands exempted company (“Enterprise Master Fund”), with respect to the Shares directly and beneficially owned by it;
|
|
(iii)
|
Ramius Navigation Master Fund Ltd, a Cayman Islands exempted company (“Navigation Master Fund”), with respect to the Shares directly and beneficially owned by it;
|
|
(iv)
|
RCG PB, Ltd, a Cayman Islands exempted company (“RCG PB”), who serves as the sole shareholder of Navigation Master Fund;
|
|
(v)
|
Ramius Advisors, LLC, a Delaware limited liability company (“Ramius Advisors”), who serves as the investment advisor of Enterprise Master Fund, Navigation Master Fund and RCG PB;
|
|
(vi)
|
RCG Starboard Advisors, LLC, a Delaware limited liability company (“RCG Starboard Advisors”), who serves as the investment manager of Value and Opportunity Master Fund;
|
|
(vii)
|
Ramius LLC, a Delaware limited liability company (“Ramius”), who serves as the sole member of each of RCG Starboard Advisors and Ramius Advisors;
|
|
(viii)
|
Cowen Group, Inc., a Delaware corporation (“Cowen”), who serves as the sole member of Ramius;
|
|
(ix)
|
RCG Holdings LLC, a Delaware limited liability company (“RCG Holdings”), who is a significant shareholder of Cowen;
|
|
(x)
|
C4S & Co., L.L.C., a Delaware limited liability company (“C4S”), who serves as managing member of RCG Holdings;
|
|
(xi)
|
Peter A. Cohen, who serves as one of the managing members of C4S;
|
|
(xii)
|
Morgan B. Stark, who serves as one of the managing members of C4S;
|
|
(xiii)
|
Thomas W. Strauss, who serves as one of the managing members of C4S;
|
|
(xiv)
|
Jeffrey M. Solomon, who serves as one of the managing members of C4S;
|
|
(xv)
|
John A. Buckett (“Mr. Buckett”), who is a nominee for the Board of Directors; and
|
|
(xvi)
|
Edward Terino (“Mr. Terino”), who is a nominee for the Board of Directors.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 4.
|
Purpose of Transaction.
|
Item 5.
|
Interest in Securities of the Issuer.
|
A.
|
Value and Opportunity Master Fund
|
|
(a)
|
As of the close of business on April 8, 2010, Value and Opportunity Master Fund beneficially owned 1,118,145 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 1,118,145
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 1,118,145
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by Value and Opportunity Master Fund in the past 60 days are set forth in Schedule A and are incorporated by reference.
|
B.
|
Navigation Master Fund
|
|
(a)
|
As of the close of business on April 8, 2010, Navigation Master Fund beneficially owned 462,807 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 462,807
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 462,807
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by Navigation Master Fund during the past 60 days are set forth in Schedule A and are incorporated by reference.
|
C.
|
Enterprise Master Fund
|
|
(a)
|
As of the close of business on April 8, 2010, Enterprise Master Fund beneficially owned 269,048 Shares.
|
|
Percentage: Less than 1%
|
|
(b)
|
1. Sole power to vote or direct vote: 269,048
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 269,048
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by Enterprise Master Fund in the past 60 days are set forth in Schedule A and are incorporated by reference.
|
D.
|
RCG PB
|
|
(a)
|
RCG PB, as the sole shareholder of Navigation Master Fund, may be deemed the beneficial owner of the 462,807 Shares owned by Navigation Master Fund.
|
|
(b)
|
1. Sole power to vote or direct vote: 462,807
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 462,807
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
RCG PB did not enter into any transactions in the Shares in the past 60 days. The transactions in the Shares on behalf of Navigation Master Fund during the past 60 days are set forth on Schedule A and incorporated by reference.
|
E.
|
RCG Starboard Advisors
|
|
(a)
|
RCG Starboard Advisors, as the investment manager of Value and Opportunity Master Fund, may be deemed the beneficial owner of the 1,118,145 Shares owned by Value and Opportunity Master Fund.
|
|
(b)
|
1. Sole power to vote or direct vote: 1,118,145
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 1,118,145
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
RCG Starboard Advisors did not enter into any transactions in the Shares in the past 60 days. The transactions in the Shares on behalf of Value and Opportunity Master Fund are set forth on Schedule A and incorporated by reference.
|
F.
|
Ramius Advisors
|
|
(a)
|
Ramius Advisors, as the investment advisor of each of Enterprise Master Fund, Navigation Master Fund and RCG PB, may be deemed the beneficial owner of the (i) 269,048 Shares owned by Enterprise Master Fund and (ii) 462,807 Shares owned by Navigation Master Fund.
|
|
(b)
|
1. Sole power to vote or direct vote: 731,855
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 731,855
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Ramius Advisors did not enter into any transactions in the Shares in the past 60 days. The transactions in the Shares on behalf of Enterprise Master Fund and Navigation Master Fund during the past 60 days are set forth in Schedule A and incorporated by reference.
|
G.
|
Ramius
|
|
(a)
|
Ramius, as the sole member of each of RCG Starboard Advisors and Ramius Advisors, may be deemed the beneficial owner of the (i) 1,118,145 Shares owned by Value and Opportunity Master Fund, (ii) 462,807 Shares owned by Navigation Master Fund and (iii) 269,048 Shares owned by Enterprise Master Fund.
|
|
(b)
|
1. Sole power to vote or direct vote: 1,850,000
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 1,850,000
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Ramius did not enter into any transactions in the Shares in the past 60 days. The transactions in the Shares on behalf of Value and Opportunity Master Fund, Navigation Master Fund and Enterprise Master Fund in the past 60 days are set forth in Schedule A and incorporated by reference.
|
H.
|
Cowen
|
|
(a)
|
Cowen, as the sole member of Ramius, may be deemed the beneficial owner of the (i) 1,118,145 Shares owned by Value and Opportunity Master Fund, (ii) 462,807 Shares owned by Navigation Master Fund and (iii) 269,048 Shares owned by Enterprise Master Fund.
|
|
(b)
|
1. Sole power to vote or direct vote: 1,850,000
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 1,850,000
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Cowen did not enter into any transactions in the Shares in the past 60 days. The transactions in the Shares on behalf of Value and Opportunity Master Fund, Navigation Master Fund and Enterprise Master Fund in the past 60 days are set forth in Schedule A and incorporated by reference.
|
I.
|
RCG Holdings
|
|
(a)
|
RCG Holdings, as a significant shareholder of Cowen, may be deemed the beneficial owner of the (i) 1,118,145 Shares owned by Value and Opportunity Master Fund, (ii) 462,807 Shares owned by Navigation Master Fund and (iii) 269,048 Shares owned by Enterprise Master Fund.
|
|
(b)
|
1. Sole power to vote or direct vote: 1,850,000
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 1,850,000
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
RCG Holdings did not enter into any transactions in the Shares in the past 60 days. The transactions in the Shares on behalf of Value and Opportunity Master Fund, Navigation Master Fund and Enterprise Master Fund in the past 60 days are set forth in Schedule A and incorporated by reference.
|
J.
|
C4S
|
|
(a)
|
C4S, as the managing member of RCG Holdings, may be deemed the beneficial owner of the (i) 1,118,145 Shares owned by Value and Opportunity Master Fund, (ii) 462,807 Shares owned by Navigation Master Fund and (iii) 269,048 Shares owned by Enterprise Master Fund.
|
|
(b)
|
1. Sole power to vote or direct vote: 1,850,000
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 1,850,000
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
C4S did not enter into any transactions in the Shares in the past 60 days. The transactions in the Shares on behalf of Value and Opportunity Master Fund, Navigation Master Fund and Enterprise Master Fund in the past 60 days are set forth in Schedule A and incorporated by reference.
|
K.
|
Messrs. Cohen, Stark, Strauss and Solomon
|
|
(a)
|
Each of Messrs. Cohen, Stark, Strauss and Solomon, as the managing members of C4S, may be deemed the beneficial owner of the (i) 1,118,145 Shares owned by Value and Opportunity Master Fund, (ii) 462,807 Shares owned by Navigation Master Fund and (iii) 269,048 Shares owned by Enterprise Master Fund.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 1,850,000
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 1,850,000
|
|
(c)
|
None of Mr. Cohen, Mr. Stark, Mr. Strauss or Mr. Solomon entered into any transactions in the Shares in the past 60 days. The transactions in the Shares on behalf of Value and Opportunity Master Fund, Navigation Master Fund and Enterprise Master Fund in the past 60 days are set forth in Schedule A and incorporated by reference.
|
L.
|
Mr. Buckett
|
|
(a)
|
As of the close of business on April 8, 2010, Mr. Buckett directly owned 1,000 Shares. Mr. Buckett, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, is deemed the beneficial owners of the (i) 1,118,145 Shares owned by Value and Opportunity Master Fund, (ii) 462,807 Shares owned by Navigation Master Fund and (iii) 269,048 Shares owned by Enterprise Master Fund. Mr. Buckett disclaims beneficial ownership of such Shares owned by Value and Opportunity Mater Fund, Navigation Master Fund and Enterprise Master Fund.
|
|
(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)
|
The transactions in the Shares by Mr. Buckett during the past 60 days are set forth in Schedule A and are incorporated by reference. The transactions in the Shares during the past 60 days on behalf of Value and Opportunity Master Fund, Navigation Master Fund and Enterprise Master Fund are set forth in Schedule A and are incorporated by reference.
|
|
(a)
|
As of the close of business on April 8, 2010, Mr. Terino directly owned 10,000 Shares. Mr. Terino, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, is deemed the beneficial owners of the (i) 1,118,145 Shares owned by Value and Opportunity Master Fund, (ii) 462,807 Shares owned by Navigation Master Fund and (iii) 269,048 Shares owned by Enterprise Master Fund. Mr. Terino disclaims beneficial ownership of such Shares owned by Value and Opportunity Mater Fund, Navigation Master Fund and Enterprise Master Fund.
|
|
(b)
|
1. Sole power to vote or direct vote: 10,000
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 10,000
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by Mr. Terino during the past 60 days are set forth in Schedule A and are incorporated by reference. The transactions in the Shares during the past 60 days on behalf of Value and Opportunity Master Fund, Navigation Master Fund and Enterprise Master Fund are set forth in Schedule A and are incorporated by reference.
|
|
(d)
|
No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such Shares.
|
|
(e)
|
Not applicable.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Item 7.
|
Material to be Filed as Exhibits.
|
|
99.1
|
Joint Filing and Solicitation Agreement by and among Ramius Value and Opportunity Master Fund Ltd, RCG PB, Ltd, Ramius Navigation Master Fund Ltd, Ramius Enterprise Master Fund Ltd, Ramius Advisors, LLC, RCG Starboard Advisors, LLC, Ramius LLC, Cowen Group, Inc., RCG Holdings LLC, C4S & Co., L.L.C., Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss, Jeffrey M. Solomon, John A. Buckett and Edward Terino, dated April 9, 2010.
|
|
99.2
|
Power of Attorney for Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss and Jeffrey M. Solomon, dated August 16, 2007.
|
|
99.3
|
Form of Indemnification Letter Agreement.
|
|
99.4
|
Form of Compensation Letter Agreement.
|
|
99.5
|
Powers of Attorney for Messrs. Buckett and Terino.
|
RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD
By: RCG Starboard Advisors, LLC,
its investment manager
RAMIUS NAVIGATION MASTER FUND LTD
By: Ramius Advisors, LLC,
its investment advisor
RAMIUS ENTERPRISE MASTER FUND LTD
By: Ramius Advisors, LLC,
its investment advisor
RCG PB, LTD
By: Ramius Advisors, LLC,
its investment advisor
|
RCG STARBOARD ADVISORS, LLC
By: Ramius LLC,
its sole member
RAMIUS ADVISORS, LLC
By: Ramius LLC,
its sole member
RAMIUS LLC
By: Cowen Group, Inc.,
its sole member
COWEN GROUP, INC.
RCG HOLDINGS LLC
By: C4S & Co., L.L.C.,
its managing member
C4S & CO., L.L.C.
|
By:
|
/s/ Jeffrey M. Solomon
|
|
Name:
|
Jeffrey M. Solomon
|
|
Title:
|
Authorized Signatory
|
/s/ Jeffrey M. Solomon
|
JEFFREY M. SOLOMON
|
Individually and as attorney-in-fact for Peter A.
Cohen, Morgan B. Stark, Thomas W. Strauss,
John A. Buckett and Edward Terino
|
Shares of Common Stock
Purchased/ (Sold)
|
Price Per
Share($)
|
Date of
Purchase/ Sale
|
RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD
|
14,000
|
6.4482
|
02/01/2010
|
|
2,870
|
6.4682
|
02/01/2010
|
|
5,670
|
6.4623
|
02/01/2010
|
|
3,500
|
6.3900
|
02/01/2010
|
|
9,520
|
6.4660
|
02/02/2010
|
|
7,412
|
6.4807
|
02/03/2010
|
|
6,800
|
6.5143
|
02/03/2010
|
|
23,800
|
6.4327
|
02/04/2010
|
|
5,763
|
6.4550
|
02/04/2010
|
|
17,000
|
6.4463
|
02/05/2010
|
|
1,972
|
6.4339
|
02/05/2010
|
|
12,240
|
6.4891
|
02/08/2010
|
|
4,437
|
6.5180
|
02/08/2010
|
|
4,692
|
6.5712
|
02/09/2010
|
|
10,880
|
6.5795
|
02/10/2010
|
|
12,852
|
6.8242
|
02/12/2010
|
|
136
|
6.8200
|
02/12/2010
|
|
10,200
|
6.9378
|
02/06/2010
|
|
13,600
|
6.9953
|
02/17/2010
|
|
8,840
|
7.0342
|
02/18/2010
|
|
8,160
|
7.1423
|
02/19/2010
|
|
17,000
|
7.2048
|
02/22/2010
|
|
5,440
|
7.2075
|
02/23/2010
|
|
11,900
|
7.1826
|
02/24/2010
|
|
21,060
|
7.1348
|
02/25/2010
|
|
18,040
|
7.1873
|
02/26/2010
|
|
12,988
|
7.1509
|
03/01/2010
|
|
35,972
|
7.2439
|
03/02/2010
|
|
17,000
|
7.4171
|
03/03/2010
|
|
5,644
|
7.4597
|
03/04/2010
|
|
4,556
|
7.5883
|
03/05/2010
|
|
17,000
|
7.5829
|
03/11/2010
|
|
5,965
|
7.1331
|
03/12/2010
|
|
33,574
|
7.2173
|
03/12/2010
|
|
12,920
|
7.1662
|
03/15/2010
|
|
21,080
|
7.1315
|
03/16/2010
|
|
17,000
|
7.1471
|
03/16/2010
|
|
105
|
7.2300
|
03/16/2010
|
|
6,800
|
7.2550
|
03/17/2010
|
|
13,600
|
7.2233
|
03/17/2010
|
|
13,600
|
7.2221
|
03/18/2010
|
|
4,148
|
7.1620
|
03/18/2010
|
12,852
|
7.0932
|
03/19/2010
|
|
10,200
|
7.0506
|
03/19/2010
|
|
272
|
7.0963
|
03/22/2010
|
|
20,128
|
7.5903
|
03/23/2010
|
|
5,682
|
7.3465
|
03/26/2010
|
|
11,859
|
7.2879
|
03/29/2010
|
|
10,815
|
7.1601
|
03/30/2010
|
|
14,654
|
7.1757
|
03/31/2010
|
|
10,404
|
7.1626
|
03/31/2010
|
|
3,400
|
7.2000
|
04/01/2010
|
|
4,051
|
7.2277
|
04/01/2010
|
|
49,712
|
7.2442
|
04/01/2010
|
|
136
|
7.2390
|
04/05/2010
|
|
1,024
|
7.2878
|
04/05/2010
|
|
20,400
|
8.0000
|
04/06/2010
|
|
7,000
|
7.7804
|
04/06/2010
|
|
59,946
|
7.8157
|
04/06/2010
|
|
23,800
|
7.9714
|
04/07/2010
|
|
9,475
|
7.9321
|
04/07/2010
|
RAMIUS NAVIGATION MASTER FUND LTD
|
3,000
|
6.4482
|
02/01/2010
|
|
615
|
6.4682
|
02/01/2010
|
|
1,215
|
6.4623
|
02/01/2010
|
|
750
|
6.3900
|
02/01/2010
|
|
2,380
|
6.4660
|
02/02/2010
|
|
1,853
|
6.4807
|
02/03/2010
|
|
1,700
|
6.5143
|
02/03/2010
|
|
5,950
|
6.4327
|
02/04/2010
|
|
1,441
|
6.4550
|
02/04/2010
|
|
4,250
|
6.4463
|
02/05/2010
|
|
493
|
6.4339
|
02/05/2010
|
|
3,060
|
6.4891
|
02/08/2010
|
|
1,109
|
6.5180
|
02/08/2010
|
|
1,173
|
6.5712
|
02/09/2010
|
|
2,720
|
6.5795
|
02/10/2010
|
|
3,213
|
6.8242
|
02/12/2010
|
|
34
|
6.8200
|
02/12/2010
|
|
2,550
|
6.9378
|
02/06/2010
|
|
3,400
|
6.9953
|
02/17/2010
|
|
2,210
|
7.0342
|
02/18/2010
|
|
2,040
|
7.1423
|
02/19/2010
|
|
4,250
|
7.2048
|
02/22/2010
|
|
1,360
|
7.2075
|
02/23/2010
|
|
2,975
|
7.1826
|
02/24/2010
|
|
5,265
|
7.1348
|
02/25/2010
|
|
4,510
|
7.1873
|
02/26/2010
|
|
3,247
|
7.1509
|
03/01/2010
|
|
8,993
|
7.2439
|
03/02/2010
|
|
4,250
|
7.4171
|
03/03/2010
|
1,328
|
7.4597
|
03/04/2010
|
|
1,072
|
7.5883
|
03/05/2010
|
|
4,000
|
7.5829
|
03/11/2010
|
|
1,403
|
7.1331
|
03/12/2010
|
|
7,900
|
7.2173
|
03/12/2010
|
|
3,040
|
7.1662
|
03/15/2010
|
|
4,960
|
7.1315
|
03/16/2010
|
|
4,000
|
7.1471
|
03/16/2010
|
|
25
|
7.2300
|
03/16/2010
|
|
1,600
|
7.2550
|
03/17/2010
|
|
3,200
|
7.2233
|
03/17/2010
|
|
3,200
|
7.2221
|
03/18/2010
|
|
976
|
7.1620
|
03/18/2010
|
|
3,024
|
7.0932
|
03/19/2010
|
|
2,400
|
7.0506
|
03/19/2010
|
|
64
|
7.0963
|
03/22/2010
|
|
4,736
|
7.5903
|
03/23/2010
|
|
1,337
|
7.3465
|
03/26/2010
|
|
2,790
|
7.2879
|
03/29/2010
|
|
2,545
|
7.1601
|
03/30/2010
|
|
3,448
|
7.1757
|
03/31/2010
|
|
2,448
|
7.1626
|
03/31/2010
|
|
800
|
7.2000
|
04/01/2010
|
|
953
|
7.2277
|
04/01/2010
|
|
11,696
|
7.2442
|
04/01/2010
|
|
32
|
7.2390
|
04/05/2010
|
|
241
|
7.2878
|
04/05/2010
|
|
4,800
|
8.0000
|
04/06/2010
|
|
1,647
|
7.7804
|
04/06/2010
|
|
14,105
|
7.8157
|
04/06/2010
|
|
5,600
|
7.9714
|
04/07/2010
|
|
2,229
|
7.9321
|
04/07/2010
|
RAMIUS ENTERPRISE MASTER FUND LTD
|
3,000
|
6.4482
|
02/01/2010
|
|
615
|
6.4682
|
02/01/2010
|
|
1,215
|
6.4623
|
02/01/2010
|
|
750
|
6.3900
|
02/01/2010
|
|
2,100
|
6.4660
|
02/02/2010
|
|
1,635
|
6.4807
|
02/03/2010
|
|
1,500
|
6.5143
|
02/03/2010
|
|
5,250
|
6.4327
|
02/04/2010
|
|
1,271
|
6.4550
|
02/04/2010
|
|
3,750
|
6.4463
|
02/05/2010
|
|
435
|
6.4339
|
02/05/2010
|
|
2,700
|
6.4891
|
02/08/2010
|
|
979
|
6.5180
|
02/08/2010
|
|
1,035
|
6.5712
|
02/09/2010
|
|
2,400
|
6.5795
|
02/10/2010
|
|
2,835
|
6.8242
|
02/12/2010
|
30
|
6.8200
|
02/12/2010
|
|
2,250
|
6.9378
|
02/06/2010
|
|
3,000
|
6.9953
|
02/17/2010
|
|
1,950
|
7.0342
|
02/18/2010
|
|
1,800
|
7.1423
|
02/19/2010
|
|
3,750
|
7.2048
|
02/22/2010
|
|
1,200
|
7.2075
|
02/23/2010
|
|
2,625
|
7.1826
|
02/24/2010
|
|
4,646
|
7.1348
|
02/25/2010
|
|
3,979
|
7.1873
|
02/26/2010
|
|
2,865
|
7.1509
|
03/01/2010
|
|
7,935
|
7.2439
|
03/02/2010
|
|
3,750
|
7.4171
|
03/03/2010
|
|
1,328
|
7.4597
|
03/04/2010
|
|
1,072
|
7.5883
|
03/05/2010
|
|
4,000
|
7.5829
|
03/11/2010
|
|
1,403
|
7.1331
|
03/12/2010
|
|
7,900
|
7.2173
|
03/12/2010
|
|
3,040
|
7.1662
|
03/15/2010
|
|
4,960
|
7.1315
|
03/16/2010
|
|
4,000
|
7.1471
|
03/16/2010
|
|
25
|
7.2300
|
03/16/2010
|
|
1,600
|
7.2550
|
03/17/2010
|
|
3,200
|
7.2233
|
03/17/2010
|
|
3,200
|
7.2221
|
03/18/2010
|
|
976
|
7.1620
|
03/18/2010
|
|
3,024
|
7.0932
|
03/19/2010
|
|
2,400
|
7.0506
|
03/19/2010
|
|
64
|
7.0963
|
03/22/2010
|
|
4,736
|
7.5903
|
03/23/2010
|
|
1,337
|
7.3465
|
03/26/2010
|
|
2,790
|
7.2879
|
03/29/2010
|
|
2,545
|
7.1601
|
03/30/2010
|
|
3,448
|
7.1757
|
03/31/2010
|
|
2,448
|
7.1626
|
03/31/2010
|
|
800
|
7.2000
|
04/01/2010
|
|
953
|
7.2277
|
04/01/2010
|
|
11,696
|
7.2442
|
04/01/2010
|
|
32
|
7.2390
|
04/05/2010
|
|
241
|
7.2878
|
04/05/2010
|
|
4,800
|
8.0000
|
04/06/2010
|
|
1,647
|
7.7804
|
04/06/2010
|
|
14,105
|
7.8157
|
04/06/2010
|
|
5,600
|
7.9714
|
04/07/2010
|
|
2,229
|
7.9321
|
04/07/2010
|
JOHN A. BUCKETT
|
1,000
|
6.6700
|
02/10/2010
|
EDWARD TERINO
|
10,000
|
6.7900
|
02/09/2010
|
Name and Position
|
Principal Occupation
|
Principal Business Address
|
Citizenship
|
|||
Jeffrey M. Solomon
Director
|
Chairman of the Investment Committee of Cowen Group, Inc.
|
599 Lexington Avenue
20th Floor
New York, New York 10022
|
United States
|
|||
Mark R. Mitchell
Director
|
Partner Managing Director of Ramius LLC
|
599 Lexington Avenue
20th Floor
New York, New York 10022
|
United States
|
|||
CFS Company Ltd.
Director
|
Nominee Company registered with Cayman Islands Monetary Authority and is affiliated
with Administrator of the Fund
|
c/o Citco Fund Services (Cayman Islands) Limited Regatta Office Park
Windward 1, 2nd Floor
PO Box 31106
Grand Cayman KY1-1205 Cayman Islands
|
Cayman Islands
|
|||
CSS Corporation Ltd.
Secretary
|
Affiliate of the Administrator of the Fund
|
c/o Citco Fund Services (Cayman Islands) Limited Regatta Office Park
Windward 1, 2nd Floor
PO Box 31106
Grand Cayman KY1-1205 Cayman Islands
|
Cayman Islands
|
|||
CSS Corporation Ltd.
Secretary
|
Affiliate of the Administrator of the Fund
|
c/o Citco Fund Services (Cayman Islands) Limited Regatta Office Park
Windward 1, 2nd Floor
PO Box 31106
Grand Cayman KY1-1205 Cayman Islands
|
Cayman Islands
|
Name and Position
|
Principal Occupation
|
Principal Business Address
|
Citizenship
|
|||
Morgan B. Stark
Director
|
Chief Executive Officer and President of Ramius LLC
|
599 Lexington Avenue
20th Floor
New York, New York 10022
|
United States
|
|||
Marran Ogilvie
Director
|
Chief of Staff of Cowen Group, Inc.
|
599 Lexington Avenue
20th Floor
New York, New York 10022
|
United States
|
|||
CFS Company Ltd.
Director
|
Nominee Company registered with Cayman Islands Monetary Authority and is affiliated
with Administrator of the Fund
|
c/o Citco Fund Services (Cayman Islands) Limited Regatta Office Park
Windward 1, 2nd Floor
PO Box 31106
Grand Cayman KY1-1205 Cayman Islands
|
Cayman Islands
|
|||
CSS Corporation Ltd.
Secretary
|
Affiliate of the Administrator of the Fund
|
c/o Citco Fund Services (Cayman Islands) Limited Regatta Office Park
Windward 1, 2nd Floor
PO Box 31106
Grand Cayman KY1-1205 Cayman Islands
|
Cayman Islands
|
Name and Position
|
Principal Occupation
|
Principal Business Address
|
Citizenship
|
|||
Jeffrey C. Smith
Director
|
Partner Managing Director of Ramius LLC
|
599 Lexington Avenue
20th Floor
New York, New York 10022
|
United States
|
|||
Marran Ogilvie
Director
|
Chief of Staff of Cowen Group, Inc.
|
599 Lexington Avenue
20th Floor
New York, New York 10022
|
United States
|
Name and Position
|
Principal Occupation
|
Principal Business Address
|
Citizenship
|
|||
Morgan B. Stark
Director
|
Chief Executive Officer and President of Ramius LLC
|
599 Lexington Avenue
20th Floor
New York, New York 10022
|
United States
|
|||
Marran Ogilvie
Director
|
Chief of Staff of Cowen Group, Inc.
|
599 Lexington Avenue
20th Floor
New York, New York 10022
|
United States
|
|||
CFS Company Ltd.
Director
|
Nominee Company registered with Cayman Islands Monetary Authority and is affiliated
with Administrator of the Fund
|
c/o Citco Fund Services (Cayman Islands) Limited Regatta Office Park
Windward 1, 2nd Floor
PO Box 31106
Grand Cayman KY1-1205 Cayman Islands
|
Cayman Islands
|
|||
CSS Corporation Ltd.
Secretary
|
Affiliate of the Administrator of the Fund
|
c/o Citco Fund Services (Cayman Islands) Limited Regatta Office Park
Windward 1, 2nd Floor
PO Box 31106
Grand Cayman KY1-1205 Cayman Islands
|
Cayman Islands
|
Name and Position
|
Principal Occupation
|
Principal Business Address
|
Citizenship
|
|||
Peter A. Cohen
Chairman of the Board and Chief Executive Officer
|
Chief Executive Officer of Cowen Group, Inc.
|
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
|
United States
|
|||
Jules B. Kroll
Director
|
President of JEMKroll Group
|
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
|
United States
|
|||
David M. Malcolm
Director
|
President and Chief Executive Officer of Cowen and Company
|
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
|
United States
|
|||
Jerome S. Markowitz
Director
|
Senior Partner at Conifer Securities LLC
|
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
|
United States
|
|||
Jack H. Nusbaum
Director
|
Chairman of Willkie Farr & Gallagher LLP
|
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
|
United States
|
|||
L. Thomas Richards, M.D.
Director
|
Physician, UCSF Medical Center
|
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
|
United States
|
|||
Edoardo Spezzotti
Director
|
Senior Executive Vice President of Unicredit Group
|
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
|
Italy
|
|||
John E. Toffolon, Jr.
Lead Director
|
Director, Westway Group, Inc.
|
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
|
United States
|
|||
Charles W.B. Wardell, III
Director
|
Senior Client Partner at Korn/Ferry
|
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
|
United States
|
|||
Christopher A. White
Chief Financial Officer
|
Chief Financial Officer of Cowen Group, Inc.
|
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
|
United States
|
|||
Joseph R. Wright
Director
|
Director of Scientific Games Corporation
|
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
|
United States
|
|||