Amended Statement of Beneficial Ownership (sc 13d/a)
04 July 2014 - 6:35AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of
1934
Furiex
Pharmaceuticals, Inc.
(Name of Issuer)
Common
Stock, par value $0.001 per share
(Title of Class of Securities)
36106P101
(CUSIP Number)
D. E. Shaw & Co., L.P.
Attn: Compliance Department
1166 Avenue of the Americas, 9th Floor
New York, NY 10036
212-478-0000
(Name, Address and Telephone Number
of Person
Authorized to Receive Notices and Communications)
July 1,
2014
(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 Rule 240.13d-7 for other parties to
whom copies are to be sent.
* 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).
SCHEDULE 13D
CUSIP No. 36106P101
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
D. E. Shaw Valence Portfolios, L.L.C.
FEIN 13-4046559
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
WC
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7
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SOLE VOTING POWER
-0-
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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8
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SHARED VOTING POWER
-0- (1)
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9
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SOLE DISPOSITIVE POWER
-0-
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10
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SHARED DISPOSITIVE POWER
-0- (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- (1)
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% (1)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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(1)
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This information is as of July 3, 2014. See Item 5 for additional details.
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CUSIP No. 36106P101
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
D. E. Shaw & Co., L.P.
FEIN 13-3695715
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A
(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
AF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
7
|
SOLE VOTING POWER
-0-
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
8
|
SHARED VOTING POWER
-0- (1)
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9
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SOLE DISPOSITIVE POWER
-0-
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10
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SHARED DISPOSITIVE POWER
-0- (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- (1)
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12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% (1)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA, PN
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(1)
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This information is as of July 3, 2014. See Item 5 for additional details.
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CUSIP No. 36106P101
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David E. Shaw
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A
(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
AF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
7
|
SOLE VOTING POWER
-0-
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
8
|
SHARED VOTING POWER
-0- (1)
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
-0- (1)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- (1)
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% (1)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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(1)
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This information is as of July 3, 2014. See Item 5 for additional details.
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Item 1.
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Security and the Issuer
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This Amendment No. 1 to Schedule 13D amends and supplements
the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on June 16, 2014 (as amended, the “Schedule
13D”). Capitalized terms used herein which are not defined herein have the meanings given to such terms in the Schedule 13D.
Except as otherwise provided herein, all Items of the Schedule 13D remain unchanged.
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Item 3.
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Source and Amount of Funds or Other Consideration
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Item 3 of the Schedule 13D is hereby amended and supplemented
as follows:
In acquiring 295,000 additional Common Shares owned by Valence
since June 16, 2014, Valence expended approximately $30,911,050 (excluding commissions) of its working capital.
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Item 5.
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Interest in Securities of the Issuer
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Item 5 of the Schedule 13D is hereby amended and supplemented
as follows:
(a), (b) On July 1, 2014, the Issuer was acquired by Forest
Laboratories, Inc. in a merger transaction (the “Merger Transaction”) pursuant to which all shares of Common Stock
were converted into the right to receive cash and contingent value rights. As a result of that transaction, none of the Reporting
Persons beneficially owns any shares of Common Stock.
(c) The trading dates, number of Common
Shares purchased or sold, and the price per share for all transactions by the Reporting Persons in the Common Shares from June
16, 2014 through July 3, 2014, which were all brokered transactions, are set forth below:
Name
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Date
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Price per Share
1
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Number of Shares Purchased/(Sold)
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DESIM
2
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6/16/2014
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104.98
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1,583
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Valence
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6/16/2014
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105.00
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15,000
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DESIM
3
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6/17/2014
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104.83
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404
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DESIM
4
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6/18/2014
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104.32
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600
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Valence
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6/18/2014
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104.35
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25,000
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Asymptote
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6/19/2014
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104.45
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(33)
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DESIM
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6/19/2014
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104.24
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100
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Valence
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6/19/2014
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104.30
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25,000
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DESIM
5
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6/23/2014
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104.14
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433
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DESIM
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6/24/2014
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104.31
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100
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Valence
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6/24/2014
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100.00
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(300)
6
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DESIM
7
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6/25/2014
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104.11
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300
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Valence
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6/25/2014
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100.00
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(100)
8
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DESIM
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6/27/2014
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104.78
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100
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Valence
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6/27/2014
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100.00
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(1,000)
9
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DESIM
10
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6/30/2014
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105.11
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205
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DESIM
11
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6/30/2014
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106.46
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300
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Valence
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6/30/2014
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100.00
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(6,800)
12
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Valence
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6/30/2014
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105.00
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(2,700)
13
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DESIM
14
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7/1/2014
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106.11
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300
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Valence
15
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7/1/2014
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104.87
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240,000
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Valence
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7/1/2014
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100.00
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(1,800)
16
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Valence
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7/1/2014
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105.00
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(2,400)
17
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(e) On July 1, 2014, as a result of the Merger Transaction,
the Reporting Persons ceased to be the beneficial owners of more than 5% of the outstanding Common Stock.
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1
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Where weighted average price is used for the reported
transactions, the reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission, full information
regarding the number of shares purchased or sold at each separate price.
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2
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A weighted average price based on prices ranging from
$104.81 to $105.04.
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3
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A weighted average price based on prices ranging from
$104.70 to $105.00.
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4
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A weighted average price based on prices ranging from
$104.29 to $104.39.
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5
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A weighted average price based on prices ranging from
$104.10 to $104.18.
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6
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These shares were sold as a result of the expiry of listed
call options with a strike price of $100.
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7
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A weighted average price based on prices ranging from
$104.01 to $104.22.
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8
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These shares were sold as a result of the expiry of listed
call options with a strike price of $100.
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9
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These shares were sold as a result of the expiry of listed
call options with a strike price of $100.
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10
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A weighted average price based on prices ranging from
$104.89 to $105.36.
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11
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A weighted average price based on prices ranging from
$106.11 to $106.69.
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12
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These shares were sold as a result of the expiry of listed
call options with a strike price of $100.
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13
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These shares were sold as a result of the expiry of listed
call options with a strike price of $105.
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14
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A weighted average price based on prices ranging from
$105.73 to $106.49.
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15
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A weighted average price based on prices ranging from
$104.77 to $105.02.
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16
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These shares were sold as a result of the expiry of listed
call options with a strike price of $100.
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17
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These shares were sold as a result of the expiry of listed
call options with a strike price of $105.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
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Item 6 of the Schedule 13D is hereby amended and restated in
its entirety, with effect from the date of this Amendment, as follows:
Valence sold listed put option contracts based upon the value
of the Common Shares. In addition to the Common Shares that it beneficially owned without reference to these contracts, as of July
1, 2014, Valence had long economic exposure to 10,000 Common Shares through such contracts. Valence sold listed call option contracts
based upon the value of the Common Shares, which contracts related to 4,900 underlying Common Shares as of July 1, 2014. Following
the Merger Transaction, the expirations of the Issuer’s options were accelerated, and settlement will take place through
OCC’s cash settlement system. As of July 1, 2014, Valence maintained an open short position on 5,100 Common Shares, and accounts
managed by DESIM also maintained open short positions on 3,570 Common Shares.
These contracts do not give the Reporting Persons direct or
indirect voting, investment or dispositive control over any securities of the Issuer. Accordingly, the Reporting Persons disclaim
any beneficial ownership in any securities that may be referenced in such contracts.
Except for the matters described herein, neither the Reporting
Persons nor, to the best knowledge of any Reporting Person, any of the person listed in Item 2 has any contract, arrangement, understanding
or relationship with any person with respect to any securities of the Issuer.
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Item 7.
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Material to be filed as Exhibits
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Exhibit 1
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Power of Attorney, granted by David E. Shaw relating to D. E. Shaw & Co., Inc., in favor of the signatories hereto, among others, dated June 22, 2012 (incorporated by reference to the original Schedule 13D filed on June 16, 2014).
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Exhibit 2
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Joint Filing Agreement, by and among the Reporting Persons, dated June 16, 2014 (incorporated by reference to the original Schedule 13D filed on June 16, 2014).
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SIGNATURES
After reasonable inquiry and to the best of
each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information
set forth in this statement is true, complete and correct.
Dated: July 3, 2014
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D. E. Shaw Valence Portfolios, L.L.C.
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By:
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/s/ Nathan Thomas
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Nathan Thomas
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Authorized Signatory
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D. E. Shaw & Co., L.P.
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By:
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/s/ Nathan Thomas
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Nathan Thomas
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Chief Compliance Officer
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David E. Shaw
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By:
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/s/ Nathan Thomas
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Nathan Thomas
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Attorney-in-Fact for David E. Shaw
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