Number of | ||||||||||||||||||||||||
Principal | Percentage of | Shares of | Number of | |||||||||||||||||||||
Amount of | Notes | Common | Shares of | Number of | ||||||||||||||||||||
Notes Owned | Outstanding | Principal | Stock Owned | Common | Shares of | |||||||||||||||||||
Before the | Before the | Amount of | Prior to | Stock Offered | Common | |||||||||||||||||||
Offering and | Offering and | Notes Owned | Conversion | Upon | Stock Owned | |||||||||||||||||||
Offered for | Offered for | After the | Before the | Conversion of | After the | |||||||||||||||||||
Selling Securityholder | Sale(1) | Sale | Offering(2) | Offering | the Notes(1)(3) | Offering(4) | ||||||||||||||||||
Gaia Offshore Master Fund, Ltd. (5) |
$ | 2,250,000 | 1.29 | % | | | | | ||||||||||||||||
Lyxor/Gaia II Fund Ltd. (6) |
$ | 750,000 | * | | | | |
* | Less than one percent | |
(1) | Our registration of the resale of these securities does not necessarily mean that the selling securityholders identified in this prospectus supplement will sell any or all of such securities. | |
(2) | Assumes all of the notes are sold in this offering. |
(3) | The notes are convertible at any time at an initial conversion rate of 32.7430 shares of common stock per $1,000 principal amount of notes, subject to adjustments for certain events. The initial conversion rate is equivalent to a conversion price of approximately $30.5409 per share of common stock. Upon conversion, we will deliver cash up to the aggregate principal amount of notes to be converted and, at our election, cash, common stock or a combination thereof in respect of the remainder, if any, of our conversion obligation in excess of the principal amount of notes to be converted. Therefore, holders of the notes may not receive any shares of our common stock upon conversion, and they only may receive shares of common stock to the extent that the conversion obligation exceeds the principal amount of the notes converted. See Description of the Notes included in the prospectus. | |
(4) | Assumes all shares of common stock issuable upon conversion of the notes are sold in this offering. | |
(5) | Promethean Asset Management, LLC, a New York limited liability company, which we refer to as Promethean, serves as investment manager to Gaia Offshore Master Fund, Ltd., which we refer to as Gaia, and may be deemed to share beneficial ownership of the securities beneficially owned by Gaia, as a result of Prometheans power to vote and dispose of securities in Gaia. Promethean disclaims beneficial ownership of the securities beneficially owned by Gaia. James F. OBrien, Jr. indirectly controls Promethean. Mr. OBrien disclaims beneficial ownership of the securities beneficially owned by Promethean and Gaia. Gaia has advised us that (a) it is not a registered broker-dealer, (b) it does not control and is not controlled by a registered broker-dealer, (c) it may be deemed to be an affiliate of a registered broker-dealer (Promethean Capital Group LLC) due solely to its being under common control with such registered broker-dealer, (d) the broker-dealer which is an affiliate of such selling securityholder was not involved in the purchase of the securities and has not been and will not be involved in the ultimate sale of the securities, and (e) it purchased the securities in the ordinary course of its business. | |
(6) | Promethean Asset Management, LLC, a New York limited liability company, which we refer to as Promethean, serves as the trading advisor for Lyxor/Gaia II Fund Ltd., which we refer to as Lyxor, and may be deemed to share beneficial ownership of the securities beneficially owned by Lyxor, as a result of Prometheans power to vote and dispose of securities in Lyxor. Promethean disclaims beneficial ownership of the securities beneficially owned by Lyxor. James F. OBrien, Jr. indirectly controls Promethean. Mr. OBrien disclaims beneficial ownership of the securities beneficially owned by Promethean and Lyxor. Lyxor has advised us that (a) it is not a registered broker-dealer, (b) it does not control and is not controlled by a registered broker-dealer, (c) it may be deemed to be an affiliate of a registered broker-dealer (Promethean Capital Group LLC) due solely to its being under common control with such registered broker-dealer, (d) the broker-dealer which is an affiliate of such selling securityholder was not involved in the purchase of the securities and has not been and will not be involved in the ultimate sale of the securities, and (e) it purchased the securities in the ordinary course of its business. |