UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 11)*
ENDO
Pharmaceuticals Holdings Inc.
(Name
of Issuer)
Common
Stock, $0.01 par value
(Title
of Class Securities)
D.
E. Shaw & Co., L.P.
Attn: Compliance
Department
120
West Forty-Fifth Street
Floor
39, Tower 45
New
York, NY 10036
212-478-0000
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communication)
(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. o
Note:
Schedules filed in paper format shall include a signed original and five copies
of the schedule, including all exhibits. See §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,
as amended (the “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).
|
1
|
Name
of Reporting Person.
I.R.S.
IDENTIFICATION
D.
E. Shaw Valence Portfolios, L.L.C.
FEIN
13-4046559
|
|
2
|
Check
the Appropriate Box if a Member of a Group (SeeInstructions)
(a) o
(b) o
|
|
3
|
SEC
Use Only
|
|
4
|
Source
of Funds (See Instructions)
WC
|
|
5
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e) o
|
|
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
5,083,041
|
|
9
|
Sole
Dispositive Power
-0-
|
|
10
|
Shared
Dispositive Power
5,083,041
|
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o
|
|
13
|
Percent
of Class Represented by Amount in Row (11)
4.4%
|
|
14
|
Type
of Reporting Person (See Instructions)
OO
|
|
1
|
Name
of Reporting Person.
I.R.S.
IDENTIFICATION
D.
E. Shaw & Co., L.P.
FEIN
13-3695715
|
|
2
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b)
o
|
|
3
|
SEC
Use Only
|
|
4
|
Source
of Funds (See Instructions)
AF
|
|
5
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e) o
|
|
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
|
|
9
|
Sole
Dispositive Power
-0-
|
|
10
|
Shared
Dispositive Power
|
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o
|
|
13
|
Percent
of Class Represented by Amount in Row (11)
4.4%
|
|
14
|
Type
of Reporting Person (See Instructions)
IA,
PN
|
|
1
|
Name
of Reporting Person.
I.R.S.
IDENTIFICATION
David
E. Shaw
|
|
2
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
o
(b)
o
|
|
3
|
SEC
Use Only
|
|
4
|
Source
of Funds (See Instructions)
AF
|
|
5
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e) o
|
|
6
|
Citizenship
or Place of Organization
United
States
|
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7
|
Sole
Voting Power
-0-
|
|
8
|
Shared
Voting Power
|
|
9
|
Sole
Dispositive Power
-0-
|
|
10
|
Shared
Dispositive Power
|
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o
|
|
13
|
Percent
of Class Represented by Amount in Row (11)
4.4%
|
|
14
|
Type
of Reporting Person (See Instructions)
IN
|
AMENDMENT
NO. 11 TO SCHEDULE 13D
This
Amendment No. 11 to Schedule 13D amends and supplements the Schedule 13D filed
with the Securities and Exchange Commission (the “SEC”) on July 30,
2007, as amended by Amendment No. 1 to Schedule 13D filed with the SEC on
October 12, 2007, by Amendment No. 2 to Schedule 13D filed with the SEC on
November 21, 2007, by Amendment No. 3 to Schedule 13D filed with the SEC on
December 21, 2007, by Amendment No. 4 to Schedule 13D filed with the SEC on
February 28, 2008, by Amendment No. 5 to Schedule 13D filed with the SEC on May
2, 2008, by Amendment No. 6 to Schedule 13D files with the SEC on February 17,
2009, by Amendment No. 7 to Schedule 13D filed with the SEC on March 11, 2009,
by Amendment No. 8 to Schedule 13D filed with the SEC on August 28, 2009, by
Amendment No. 9 to Schedule 13D filed with the SEC on October 15, 2009, and by
Amendment No. 10 to Schedule 13D filed with the SEC on March 23,
2010 (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.
|
Item
5.
|
Interest
in Securities of the Issuer
|
Item 5 of
the 13D is hereby supplemented as follows:
(a), (b) Based upon the Issuer’s Form
10-Q, filed with the Securities and Exchange
Commission on August 2,
2010, there were
115,414,861 Common Shares
issued and outstanding as of July 22, 2010. The 5,083,041 Common
Shares beneficially owned by Valence (the “Valence Shares”) represent approximately 4.4% of the Common Shares issued and
outstanding. The 5,093,056 Common Shares beneficially owned by
DESCO LP (the “Subject Shares”) represent approximately 4.4% of the Common Shares issued and
outstanding. The Subject Shares are comprised of (i) the Valence
Shares, (ii) 10 Common
Shares beneficially owned by Synoptic (the “Synoptic Shares”), (iii) 3,778 Common Shares beneficially
owned by D. E. Shaw Oculus Portfolios, L.L.C., a Delaware limited liability
company (“Oculus”) (the
“Oculus Shares”), (iv) 3,827 Common Shares beneficially
owned by D. E. Shaw Heliant Portfolios, L.L.C., a Delaware limited liability
company (“Heliant”) (the
“Heliant Shares”), and
(iv) 2,400 Common Shares under the management of
DESIM LLC (the “DESIM
Shares”).
Valence
has the power to vote or to direct the vote of (and the power to dispose or
direct the disposition of) the Valence Shares. Synoptic has the
power to vote or to direct the vote of (and the power to dispose or direct the
disposition of) the Synoptic Shares. Oculus has the power to vote or
to direct the vote of (and the power to dispose or direct the disposition of)
the Oculus Shares. Heliant has the power to vote or to direct the
vote of (and the power to dispose or direct the disposition of) the Heliant
Shares. DESIM LLC has the power to vote or to direct the vote of (and
the power to dispose or direct the disposition of) the DESIM Shares.
Valence disclaims beneficial ownership of the Synoptic Shares, Oculus
Shares, Heliant Shares, and DESIM Shares; Synoptic disclaims beneficial
ownership of the Valence Shares, Oculus Shares, Heliant Shares, and DESIM
Shares; Oculus disclaims beneficial ownership of the Valence Shares, Synoptic
Shares, Heliant Shares, and DESIM Shares; Heliant disclaims beneficial ownership
of the Valence Shares, Synoptic Shares, Oculus Shares, and DESIM Shares; and
DESIM LLC disclaims beneficial ownership of the Valence Shares, Synoptic Shares,
Oculus Shares, and Heliant Shares.
DESCO LP, as managing member and
investment adviser of Valence, investment adviser of Synoptic and
Oculus, and managing member
of DESIM LLC and D. E. Shaw Heliant Adviser, L.L.C.,
the investment adviser of Heliant, may be deemed to have the shared power
to vote or direct the vote of (and the shared power to dispose or direct the
disposition of) the Valence Shares, Synoptic Shares, Oculus Shares, Heliant
Shares, and DESIM Shares. DESCO LLC, as the managing member of Synoptic, Oculus, and
Heliant, may be deemed to
have the shared power to vote or direct the vote of (and the shared power to
dispose or direct the disposition of) the Synoptic Shares, Oculus Shares, and Heliant
Shares. As
managing member of DESCO LLC, DESCO II Inc. may be deemed to have the shared
power to vote or to direct the vote of (and the shared power to dispose or
direct the disposition of) the Synoptic Shares, Oculus Shares, and Heliant
Shares. As general partner of DESCO LP, DESCO
Inc. may be deemed to have the shared power to vote or to direct the vote of
(and the shared power to dispose or direct the disposition of) the Valence Shares, Synoptic Shares, Oculus Shares,
Heliant Shares, and DESIM
Shares. None of DESCO LP, DESCO LLC, DESCO Inc., or DESCO II Inc. owns any Common Shares directly, and
each such entity disclaims beneficial ownership of the Subject Shares.
David E.
Shaw does not own any shares directly. By virtue
of David E. Shaw’s position as President and sole shareholder of DESCO Inc.,
which is the general partner of DESCO LP, which in turn is the managing member
and investment adviser of Valence, the investment adviser of Synoptic and
Oculus, and the managing member of DESIM LLC and D. E. Shaw Heliant Adviser,
L.L.C., the investment adviser of Heliant, and by virtue of
David E. Shaw’s position as President and sole shareholder of DESCO II
Inc., which is the managing member of DESCO LLC, which in turn is the managing
member of Synoptic, Oculus, and Heliant, David E. Shaw may be deemed
to have the shared power to vote or direct the vote of (and the shared power to
dispose or direct the disposition of) the Subject
Shares. David E. Shaw disclaims beneficial ownership of the
Subject Shares.
As of the
date hereof, neither any Reporting Person nor, to the best knowledge of any
Reporting Person, any of the persons set forth in Item 2 owns any Common Shares
other than those set forth in this Item 5.
(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
July 30, 2010 through September 30, 2010, which were all brokered transactions,
are set forth below:
|
Name
|
Date
|
|
Number of Shares
Purchased/(Sold)
|
|
Heliant
|
8/10/2010
|
25.732
|
200
|
|
Oculus
|
8/10/2010
|
25.733
|
800
|
|
Oculus
|
8/10/2010
|
25.734
|
(33,397)
|
|
Synoptic
|
8/10/2010
|
25.775
|
3,722
|
|
Synoptic
|
8/10/2010
|
25.786
|
(2,528)
|
_____________
1 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.
2 A
weighted average price based on prices ranging from $25.48 to $25.98.
3 A
weighted average price based on prices ranging from $25.48 to $25.95.
4 A
weighted average price based on prices ranging from $25.38 to $25.97.
5 A
weighted average price based on prices ranging from $25.41 to $26.04.
6 A
weighted average price based on prices ranging from $25.61 to
$26.03.
|
Name
|
Date
|
|
Number of Shares
Purchased/(Sold)
|
|
Oculus
|
8/11/2010
|
25.157
|
(2,030)
|
|
Synoptic
|
8/11/2010
|
25.188
|
1,301
|
|
Synoptic
|
8/11/2010
|
25.269
|
(1,920)
|
|
Synoptic
|
8/12/2010
|
25.0310
|
(800)
|
|
Synoptic
|
8/12/2010
|
25.1011
|
817
|
|
Synoptic
|
8/13/2010
|
24.8712
|
900
|
|
Synoptic
|
8/13/2010
|
24.9113
|
(406)
|
|
DESIM
|
8/16/2010
|
24.9714
|
(200)
|
|
Heliant
|
8/16/2010
|
24.99
|
100
|
|
Synoptic
|
8/16/2010
|
25.0315
|
(546)
|
|
Synoptic
|
8/16/2010
|
25.0616
|
138
|
|
DESIM
|
8/17/2010
|
25.6417
|
(1,100)
|
|
Heliant
|
8/17/2010
|
25.7818
|
200
|
|
Oculus
|
8/17/2010
|
26.12
|
100
|
|
Synoptic
|
8/17/2010
|
25.8119
|
(2,306)
|
|
Synoptic
|
8/17/2010
|
25.8420
|
2,186
|
|
Synoptic
|
8/17/2010
|
26.1821
|
(1,100)
|
|
DESIM
|
8/18/2010
|
28.2822
|
(2,102)
|
|
DESIM
|
8/18/2010
|
28.8623
|
(200)
|
|
Heliant
|
8/18/2010
|
28.1624
|
200
|
|
Oculus
|
8/18/2010
|
28.3025
|
400
|
|
Oculus
|
8/18/2010
|
28.6726
|
(4,900)
|
|
Synoptic
|
8/18/2010
|
27.7927
|
4,900
|
|
Synoptic
|
8/18/2010
|
27.9528
|
(9,071)
|
|
Synoptic
|
8/18/2010
|
28.4929
|
14,523
|
|
Synoptic
|
8/18/2010
|
28.5930
|
(7,548)
|
|
Synoptic
|
8/18/2010
|
29.0931
|
102
|
|
Valence
|
8/18/2010
|
26.9432
|
(25,100)
|
|
Valence
|
8/18/2010
|
28.1633
|
(74,900)
|
|
Valence
|
8/18/2010
|
29.0734
|
(2,700)
|
|
DESIM
|
8/19/2010
|
28.8735
|
(1,581)
|
|
Heliant
|
8/19/2010
|
28.5936
|
500
|
|
Oculus
|
8/19/2010
|
28.7337
|
2,200
|
|
Oculus
|
8/19/2010
|
29.0138
|
(1,300)
|
|
Synoptic
|
8/19/2010
|
28.7539
|
5,086
|
|
Synoptic
|
8/19/2010
|
28.8940
|
(6,974)
|
|
Valence
|
8/19/2010
|
28.5741
|
(100,000)
|
|
DESIM
|
8/20/2010
|
28.9742
|
(1,000)
|
|
Oculus
|
8/20/2010
|
28.9243
|
(700)
|
|
Oculus
|
8/20/2010
|
29.20
|
100
|
|
Synoptic
|
8/20/2010
|
28.9544
|
4,038
|
|
Synoptic
|
8/20/2010
|
28.9745
|
(4,398)
|
|
Valence
|
8/20/2010
|
29.0546
|
(98,400)
|
|
DESIM
|
8/23/2010
|
29.1747
|
(300)
|
|
Heliant
|
8/23/2010
|
29.2748
|
300
|
|
Oculus
|
8/23/2010
|
28.87
|
(100)
|
|
Synoptic
|
8/23/2010
|
29.0349
|
1,861
|
|
Synoptic
|
8/23/2010
|
29.0350
|
(1,594)
|
|
Valence
|
8/23/2010
|
29.2151
|
(20,000)
|
|
DESIM
|
8/24/2010
|
28.2352
|
(400)
|
|
Heliant
|
8/24/2010
|
28.1953
|
200
|
_____________
7 A
weighted average price based on prices ranging from $25.08 to $25.23.
8 A
weighted average price based on prices ranging from $25.02 to $25.38.
9 A
weighted average price based on prices ranging from $25.08 to $25.46.
10 A
weighted average price based on prices ranging from $24.88 to $25.12.
11 A
weighted average price based on prices ranging from $24.98 to $25.22.
12 A
weighted average price based on prices ranging from $24.81 to $24.91.
13 A
weighted average price based on prices ranging from $24.81 to $24.92.
14 A
weighted average price based on prices ranging from $24.83 to $25.10.
15 A
weighted average price based on prices ranging from $24.81 to $25.19.
16 A
weighted average price based on prices ranging from $24.99 to $25.09.
17 A
weighted average price based on prices ranging from $25.27 to $26.16.
18 A
weighted average price based on prices ranging from $25.44 to $26.12.
19 A
weighted average price based on prices ranging from $25.13 to $26.11.
20 A
weighted average price based on prices ranging from $25.28 to $26.27.
21 A
weighted average price based on prices ranging from $26.14 to $26.28.
22 A
weighted average price based on prices ranging from $27.77 to $28.73.
23 A
weighted average price based on prices ranging from $28.80 to $28.91.
24 A
weighted average price based on prices ranging from $27.92 to $28.40.
25 A
weighted average price based on prices ranging from $27.94 to $28.80.
26 A
weighted average price based on prices ranging from $28.38 to $29.13.
27 A
weighted average price based on prices ranging from $26.95 to $27.93.
28 A
weighted average price based on prices ranging from $27.34 to $28.30.
29 A
weighted average price based on prices ranging from $27.96 to $28.92.
30 A
weighted average price based on prices ranging from $28.35 to $29.10.
31 A
weighted average price based on prices ranging from $28.97 to $29.09.
32 A
weighted average price based on prices ranging from $26.20 to $27.07.
33 A
weighted average price based on prices ranging from $28.00 to $28.26.
34 A
weighted average price based on prices ranging from $29.02 to $29.12.
35 A
weighted average price based on prices ranging from $28.58 to $29.19.
36 A
weighted average price based on prices ranging from $28.42 to $28.76.
37 A
weighted average price based on prices ranging from $28.44 to $29.12.
38 A
weighted average price based on prices ranging from $28.96 to $29.05.
39 A
weighted average price based on prices ranging from $28.45 to $29.15.
40 A
weighted average price based on prices ranging from $28.43 to $29.21.
41 A
weighted average price based on prices ranging from $28.46 to $28.77.
42 A
weighted average price based on prices ranging from $28.87 to $29.01.
43 A
weighted average price based on prices ranging from $28.82 to $29.23.
44 A
weighted average price based on prices ranging from $28.79 to $29.15.
45 A
weighted average price based on prices ranging from $28.79 to $29.16.
46 A
weighted average price based on prices ranging from $29.00 to $29.31.
47 A
weighted average price based on prices ranging from $29.01 to $29.41.
48 A
weighted average price based on prices ranging from $29.03 to $29.40.
49 A
weighted average price based on prices ranging from $28.84 to $29.54.
50 A
weighted average price based on prices ranging from $28.84 to $29.41.
51 A
weighted average price based on prices ranging from $29.00 to $29.43.
52 A
weighted average price based on prices ranging from $28.10 to $28.36.
53 A
weighted average price based on prices ranging from $28.16 to
$28.21.
|
Name
|
Date
|
|
Number
of Shares Purchased/(Sold)
|
|
Synoptic
|
8/24/2010
|
28.1454
|
5,493
|
|
Synoptic
|
8/24/2010
|
28.1755
|
(3,406)
|
|
DESIM
|
8/25/2010
|
28.1756
|
(400)
|
|
Heliant
|
8/25/2010
|
27.93
|
200
|
|
Synoptic
|
8/25/2010
|
28.0757
|
2,389
|
|
Synoptic
|
8/25/2010
|
28.2258
|
(4,403)
|
|
Synoptic
|
8/25/2010
|
28.7959
|
200
|
|
DESIM
|
8/26/2010
|
28.3160
|
(300)
|
|
Synoptic
|
8/26/2010
|
28.2561
|
(6,019)
|
|
Synoptic
|
8/26/2010
|
28.3362
|
4,745
|
|
DESIM
|
8/27/2010
|
28.1463
|
(700)
|
|
Synoptic
|
8/27/2010
|
28.1664
|
2,618
|
|
Synoptic
|
8/27/2010
|
28.2065
|
(1,300)
|
|
DESIM
|
8/30/2010
|
27.6666
|
(800)
|
|
Heliant
|
8/30/2010
|
27.9267
|
300
|
|
Synoptic
|
8/30/2010
|
27.6768
|
1,006
|
|
Synoptic
|
8/30/2010
|
27.7169
|
(1,351)
|
|
DESIM
|
8/31/2010
|
27.4770
|
(200)
|
|
Heliant
|
8/31/2010
|
27.36
|
100
|
|
Synoptic
|
8/31/2010
|
27.3571
|
4,383
|
|
Synoptic
|
8/31/2010
|
27.4072
|
(2,339)
|
|
DESIM
|
9/1/2010
|
27.8473
|
(200)
|
|
Heliant
|
9/1/2010
|
27.8274
|
200
|
|
Synoptic
|
9/1/2010
|
27.8875
|
3,073
|
|
Synoptic
|
9/1/2010
|
27.9776
|
(2,915)
|
|
DESIM
|
9/2/2010
|
27.9177
|
(300)
|
|
Heliant
|
9/2/2010
|
27.91
|
100
|
|
Synoptic
|
9/2/2010
|
27.9778
|
(1,671)
|
|
Synoptic
|
9/2/2010
|
28.0879
|
782
|
|
DESIM
|
9/3/2010
|
28.6880
|
(300)
|
|
Heliant
|
9/3/2010
|
28.7081
|
300
|
|
Synoptic
|
9/3/2010
|
28.7082
|
3,223
|
|
Synoptic
|
9/3/2010
|
28.7583
|
(4,661)
|
|
DESIM
|
9/7/2010
|
28.4184
|
(300)
|
|
Heliant
|
9/7/2010
|
28.60
|
100
|
|
Oculus
|
9/7/2010
|
28.46
|
(100)
|
|
Synoptic
|
9/7/2010
|
28.2485
|
(1,931)
|
|
Synoptic
|
9/7/2010
|
28.2986
|
1,929
|
|
DESIM
|
9/8/2010
|
28.3587
|
(200)
|
|
Oculus
|
9/8/2010
|
28.3588
|
(200)
|
|
Synoptic
|
9/8/2010
|
28.3789
|
4,941
|
|
Synoptic
|
9/8/2010
|
28.4390
|
(5,126)
|
|
DESIM
|
9/9/2010
|
28.65
|
(200)
|
|
Synoptic
|
9/9/2010
|
28.4591
|
5,164
|
|
Synoptic
|
9/9/2010
|
28.5892
|
(3,493)
|
|
Valence
|
9/9/2010
|
28.5493
|
(35,000)
|
|
DESIM
|
9/10/2010
|
28.4294
|
(200)
|
|
Oculus
|
9/10/2010
|
28.4895
|
(273)
|
|
Synoptic
|
9/10/2010
|
28.5196
|
(3,345)
|
|
Synoptic
|
9/10/2010
|
28.5297
|
1,509
|
|
Valence
|
9/10/2010
|
28.4898
|
(100,000)
|
_____________
54 A
weighted average price based on prices ranging from $28.03 to $28.43.
55 A
weighted average price based on prices ranging from $28.04 to $28.42.
56 A
weighted average price based on prices ranging from $27.83 to $28.67.
57 A
weighted average price based on prices ranging from $27.75 to $28.66.
58 A
weighted average price based on prices ranging from $27.76 to $28.71.
59 A
weighted average price based on prices ranging from $28.78 to $28.79.
60 A
weighted average price based on prices ranging from $28.19 to $28.50.
61 A
weighted average price based on prices ranging from $28.10 to $28.41.
62 A
weighted average price based on prices ranging from $28.10 to $28.56.
63 A
weighted average price based on prices ranging from $28.06 to $28.29.
64 A
weighted average price based on prices ranging from $28.00 to $28.35.
65 A
weighted average price based on prices ranging from $28.03 to $28.36.
66 A
weighted average price based on prices ranging from $27.60 to $27.96.
67 A
weighted average price based on prices ranging from $27.88 to $28.01.
68 A
weighted average price based on prices ranging from $27.54 to $27.77.
69 A
weighted average price based on prices ranging from $27.55 to $27.80.
70 A
weighted average price based on prices ranging from $27.32 to $27.61.
71 A
weighted average price based on prices ranging from $27.17 to $27.68.
72 A
weighted average price based on prices ranging from $27.17 to $27.65.
73 A
weighted average price based on prices ranging from $27.70 to $27.97.
74 A
weighted average price based on prices ranging from $27.68 to $27.95.
75 A
weighted average price based on prices ranging from $27.85 to $28.06.
76 A
weighted average price based on prices ranging from $27.55 to $28.20.
77 A
weighted average price based on prices ranging from $27.81 to $28.08.
78 A
weighted average price based on prices ranging from $27.77 to $28.08.
79 A
weighted average price based on prices ranging from $27.94 to $28.12.
80 A
weighted average price based on prices ranging from $28.56 to $28.77.
81 A
weighted average price based on prices ranging from $28.56 to $28.85.
82 A
weighted average price based on prices ranging from $28.49 to $28.91.
83 A
weighted average price based on prices ranging from $28.47 to $28.93.
84 A
weighted average price based on prices ranging from $28.25 to $28.52.
85 A
weighted average price based on prices ranging from $28.07 to $28.65.
86 A
weighted average price based on prices ranging from $28.06 to $28.56.
87 A
weighted average price based on prices ranging from $28.33 to $28.36.
88 A
weighted average price based on prices ranging from $28.33 to $28.37.
89 A
weighted average price based on prices ranging from $28.30 to $28.53.
90 A
weighted average price based on prices ranging from $28.25 to $28.57.
91 A
weighted average price based on prices ranging from $28.33 to $28.67.
92 A
weighted average price based on prices ranging from $28.34 to $28.72.
93 A
weighted average price based on prices ranging from $28.36 to $28.72.
94 A
weighted average price based on prices ranging from $28.33 to $28.51.
95 A
weighted average price based on prices ranging from $28.45 to $28.52.
96 A
weighted average price based on prices ranging from $28.42 to $28.58.
97 A
weighted average price based on prices ranging from $28.40 to $28.55.
98 A
weighted average price based on prices ranging from $28.30 to
$28.55.
| Name |
Date |
Price
per Share1
|
Number
of Shares Purchased/(Sold)
|
|
DESIM
|
9/13/2010
|
28.6699
|
(200)
|
|
Synoptic
|
9/13/2010
|
28.65100
|
(1,375)
|
|
Synoptic
|
9/13/2010
|
28.66101
|
2,019
|
|
Valence
|
9/13/2010
|
28.67102
|
(70,002)
|
|
DESIM
|
9/14/2010
|
29.16103
|
(200)
|
|
Heliant
|
9/14/2010
|
29.63104
|
200
|
|
Synoptic
|
9/14/2010
|
29.30105
|
4,002
|
|
Synoptic
|
9/14/2010
|
29.31106
|
(5,015)
|
|
Synoptic
|
9/14/2010
|
29.82
|
100
|
|
Valence
|
9/14/2010
|
29.36107
|
(193,238)
|
|
DESIM
|
9/15/2010
|
29.51
|
(100)
|
|
Heliant
|
9/15/2010
|
29.72
|
100
|
|
Synoptic
|
9/15/2010
|
29.44108
|
(4,524)
|
|
Synoptic
|
9/15/2010
|
29.48109
|
5,005
|
|
Valence
|
9/15/2010
|
29.64110
|
(200,000)
|
|
DESIM
|
9/16/2010
|
29.13
|
(100)
|
|
Heliant
|
9/16/2010
|
29.64
|
27
|
|
Oculus
|
9/16/2010
|
29.51111
|
173
|
|
Synoptic
|
9/16/2010
|
29.13112
|
1,285
|
|
Synoptic
|
9/16/2010
|
29.23113
|
(2,494)
|
|
Valence
|
9/16/2010
|
29.25114
|
(69,465)
|
|
Synoptic
|
9/17/2010
|
29.48115
|
2,751
|
|
Synoptic
|
9/17/2010
|
29.63116
|
(2,000)
|
|
Valence
|
9/17/2010
|
29.47117
|
(200,000)
|
|
Synoptic
|
9/20/2010
|
29.49118
|
3,137
|
|
Synoptic
|
9/20/2010
|
29.51119
|
(3,126)
|
|
Valence
|
9/20/2010
|
29.49120
|
(150,000)
|
|
DESIM
|
9/21/2010
|
29.04
|
(100)
|
|
Synoptic
|
9/21/2010
|
28.97121
|
7,513
|
|
Synoptic
|
9/21/2010
|
28.99122
|
(6,867)
|
|
DESIM
|
9/22/2010
|
28.68
|
(100)
|
|
Synoptic
|
9/22/2010
|
28.86123
|
(3,260)
|
|
Synoptic
|
9/22/2010
|
28.88124
|
2,864
|
|
Valence
|
9/22/2010
|
29.07125
|
(15,000)
|
|
DESIM
|
9/23/2010
|
29.75126
|
(200)
|
|
Synoptic
|
9/23/2010
|
29.67127
|
(4,989)
|
|
Synoptic
|
9/23/2010
|
29.68128
|
4,579
|
|
Valence
|
9/23/2010
|
29.77129
|
(134,684)
|
|
DESIM
|
9/24/2010
|
30.41130
|
(200)
|
|
Synoptic
|
9/24/2010
|
30.40131
|
4,125
|
|
Synoptic
|
9/24/2010
|
30.43132
|
(2,448)
|
|
Valence
|
9/24/2010
|
30.47133
|
(100,000)
|
|
Synoptic
|
9/27/2010
|
30.34134
|
(826)
|
|
Synoptic
|
9/27/2010
|
30.45135
|
435
|
|
Valence
|
9/27/2010
|
30.46136
|
(250,000)
|
|
DESIM
|
9/28/2010
|
33.39137
|
(300)
|
|
Synoptic
|
9/28/2010
|
33.39138
|
14,885
|
|
Synoptic
|
9/28/2010
|
33.49139
|
(14,328)
|
|
Synoptic
|
9/28/2010
|
34.04140
|
700
|
|
Synoptic
|
9/28/2010
|
34.14
|
(200)
|
|
Valence
|
9/28/2010
|
33.44141
|
(150,000)
|
_____________
99 A
weighted average price based on prices ranging from $28.63 to $28.69.
100 A
weighted average price based on prices ranging from $28.56 to $28.78.
101 A
weighted average price based on prices ranging from $28.61 to $28.77.
102 A
weighted average price based on prices ranging from $28.60 to $28.76.
103 A
weighted average price based on prices ranging from $28.90 to $29.41.
104 A
weighted average price based on prices ranging from $29.40 to $29.86.
105 A
weighted average price based on prices ranging from $28.81 to $29.76.
106 A
weighted average price based on prices ranging from $28.98 to $29.89.
107 A
weighted average price based on prices ranging from $28.85 to $29.84.
108 A
weighted average price based on prices ranging from $29.20 to $29.73.
109 A
weighted average price based on prices ranging from $29.15 to $29.73.
110 A
weighted average price based on prices ranging from $29.50 to $29.73.
111 A
weighted average price based on prices ranging from $29.41 to $29.64.
112 A
weighted average price based on prices ranging from $28.98 to $29.47.
113 A
weighted average price based on prices ranging from $29.01 to $29.64.
114 A
weighted average price based on prices ranging from $29.03 to $29.65.
115 A
weighted average price based on prices ranging from $28.82 to $29.69.
116 A
weighted average price based on prices ranging from $29.52 to $29.66.
117 A
weighted average price based on prices ranging from $29.03 to $29.75.
118 A
weighted average price based on prices ranging from $29.38 to $29.59.
119 A
weighted average price based on prices ranging from $29.39 to $29.61.
120 A
weighted average price based on prices ranging from $29.40 to $29.71.
121 A
weighted average price based on prices ranging from $28.73 to $29.10.
122 A
weighted average price based on prices ranging from $28.69 to $29.13.
123 A
weighted average price based on prices ranging from $28.62 to $29.28.
124 A
weighted average price based on prices ranging from $28.61 to $29.12.
125 A
weighted average price based on prices ranging from $29.05 to $29.16.
126 A
weighted average price based on prices ranging from $29.39 to $30.10.
127 A
weighted average price based on prices ranging from $29.31 to $30.17.
128 A
weighted average price based on prices ranging from $29.35 to $30.16.
129 A
weighted average price based on prices ranging from $29.30 to $30.15.
130 A
weighted average price based on prices ranging from $30.19 to $30.62.
131 A
weighted average price based on prices ranging from $29.97 to $30.74.
132 A
weighted average price based on prices ranging from $30.25 to $30.68.
133 A
weighted average price based on prices ranging from $30.25 to $30.67.
134 A
weighted average price based on prices ranging from $30.22 to $30.49.
135 A
weighted average price based on prices ranging from $30.32 to $30.54.
136 A
weighted average price based on prices ranging from $30.30 to $30.60.
137 A
weighted average price based on prices ranging from $33.08 to $33.72.
138 A
weighted average price based on prices ranging from $33.01 to $34.01.
139 A
weighted average price based on prices ranging from $33.06 to $34.03.
140 A
weighted average price based on prices ranging from $34.02 to $34.14.
141 A
weighted average price based on prices ranging from $33.06 to
$33.99.
| Name |
Date |
Price
per Share1
|
Number
of Shares Purchased/(Sold)
|
|
DESIM
|
9/29/2010
|
33.00142
|
(300)
|
|
Oculus
|
9/29/2010
|
33.52143
|
300
|
|
Synoptic
|
9/29/2010
|
33.12144
|
(8,913)
|
|
Synoptic
|
9/29/2010
|
33.14145
|
8,096
|
|
Synoptic
|
9/29/2010
|
33.66146
|
1,142
|
|
Synoptic
|
9/29/2010
|
33.71147
|
(1,004)
|
|
Valence
|
9/29/2010
|
33.16148
|
(16,758)
|
|
Valence
|
9/29/2010
|
33.67149
|
(35,242)
|
|
DESIM
|
9/30/2010
|
33.34150
|
(200)
|
|
Synoptic
|
9/30/2010
|
33.31151
|
(5,238)
|
|
Synoptic
|
9/30/2010
|
33.37152
|
4,274
|
|
Synoptic
|
9/30/2010
|
33.60
|
100
|
|
Valence
|
9/30/2010
|
33.44153
|
(100,000)
|
_____________
143 A
weighted average price based on prices ranging from $33.35 to $33.61.
144 A
weighted average price based on prices ranging from $32.55 to $33.55.
145 A
weighted average price based on prices ranging from $32.57 to $33.56.
146 A
weighted average price based on prices ranging from $33.58 to $33.72.
147 A
weighted average price based on prices ranging from $33.61 to $33.71.
148 A
weighted average price based on prices ranging from $32.56 to $33.56.
149 A
weighted average price based on prices ranging from $33.57 to
$33.73.
150 A
weighted average price based on prices ranging from $33.08 to
$33.60.
151 A
weighted average price based on prices ranging from $32.60 to
$33.57.
152 A
weighted average price based on prices ranging from $32.59 to
$33.59.
153 A
weighted average price based on prices ranging from $33.25 to
$33.60.
(d) No
person other than the Reporting Persons, Oculus, Heliant, and DESIM
have the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the Common Shares set forth
above.
(e) The
Reporting Persons ceased to be the beneficial owners of five percent or more of
the outstanding Common Shares as of September 23, 2010.
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
|
Item 6 of the Schedule 13D is hereby amended and restated in its
entirety as follows:
Valence
maintains an open short position of 35,855 Common Shares.
Except
for the matters described herein, neither the Reporting Persons nor, to the best
knowledge of any Reporting Person, any of the persons listed in Item 2 has any
contract, arrangement, understanding or relationship with any person with
respect to any securities of the Issuer as of September 30, 2010.
|
Item
7.
|
Material
to be Filed as Exhibits
|
|
Exhibit
1
|
Power
of Attorney, granted by David E. Shaw relating to D. E. Shaw & Co.,
Inc., in favor of the signatories hereto, among others, dated October 24,
2007.
|
SIGNATURE
After
reasonable inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete, and correct.
Dated: September
30, 2010
|
|
D.
E. SHAW VALENCE PORTFOLIOS, L.L.C.
|
|
|
By:
|
/s/
Rochelle Elias
|
|
|
|
Rochelle
Elias
|
|
|
|
Authorized
Signatory
|
|
|
|
|
| |
|
|
|
|
D.
E. SHAW & CO., L.P.
|
| |
|
|
|
By:
|
/s/
Rochelle Elias
|
|
|
|
Rochelle
Elias
|
|
|
|
Chief
Compliance Officer
|
|
|
|
|
| |
|
|
|
|
DAVID
E. SHAW
|
|
|
|
|
|
|
By:
|
/s/
Rochelle Elias
|
|
|
|
Rochelle
Elias
|
|
|
|
Attorney-in-Fact
for David E. Shaw
|