UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Tempur Sealy International, Inc.
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Common Stock, par value $0.01 per share
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88023U101
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December 31, 2017
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(Date of Event which Requires Filing of this Statement)
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1
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Names of Reporting Persons.
Greenlight Capital, Inc.
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0 shares
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6 Shared Voting Power
1,516,100 shares
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7 Sole Dispositive Power
0 shares
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|||
8 Shared Dispositive Power
1,516,100 shares
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,516,100 shares
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11
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Percent of Class Represented by Amount in Row (9)
2.8%
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12
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Type of Reporting Person (See Instructions)
IA
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1
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Names of Reporting Persons.
DME Advisors, LP
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0 shares
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6 Shared Voting Power
512,700 shares
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|||
7 Sole Dispositive Power
0 shares
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|||
8 Shared Dispositive Power
512,700 shares
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
512,700 shares
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11
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Percent of Class Represented by Amount in Row (9)
0.9%
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12
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Type of Reporting Person (See Instructions)
IA
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1
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Names of Reporting Persons.
DME Capital Management, LP
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0 shares
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6 Shared Voting Power
795,200 shares
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|||
7 Sole Dispositive Power
0 shares
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|||
8 Shared Dispositive Power
795,200 shares
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
795,200 shares
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11
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Percent of Class Represented by Amount in Row (9)
1.5%
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12
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Type of Reporting Person (See Instructions)
IA
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1
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Names of Reporting Persons.
DME Advisors GP, LLC
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0 shares
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6 Shared Voting Power
1,307,900 shares
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|||
7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
1,307,900 shares
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,307,900 shares
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11
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Percent of Class Represented by Amount in Row (9)
2.4%
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12
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Type of Reporting Person (See Instructions)
HC
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1
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Names of Reporting Persons.
David Einhorn
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
U.S. Citizen
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0 shares
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||
6 Shared Voting Power
2,824,000 shares
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|||
7 Sole Dispositive Power
0 shares
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|||
8 Shared Dispositive Power
2,824,000 shares
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,824,000 shares
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11
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Percent of Class Represented by Amount in Row (9)
5.2%
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12
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Type of Reporting Person (See Instructions)
HC
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Item 1.
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(a)
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Name of Issuer
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Tempur Sealy International, Inc.
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(b)
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Address of Issuer's Principal Executive Offices
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1000 Tempur Way, Lexington, Kentucky 40511
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Item 2.
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(a)
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Name of Person Filing
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Greenlight Inc.
DME Advisors
DME CM
DME GP
David Einhorn
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(b)
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Address of Principal Business Office or, if none, Residence
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The principal business office of each the Reporting Persons is 140 East 45th Street, 24th Floor, New York, New York 10017.
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(c)
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Citizenship
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Greenlight Inc. is a corporation organized under the laws of the State of Delaware.
DME Advisors is a limited partnership organized under the laws of the State of Delaware.
DME CM is a limited partnership organized under the laws of the State of Delaware.
DME GP is a limited liability company organized under the laws of the State of Delaware.
David Einhorn is a United States citizen.
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(d)
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Title of Class of Securities
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Common Stock, par value $0.01 per share
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(e)
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CUSIP Number
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88023U101
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Item 3.
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If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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[ ]
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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[ ]
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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[ ]
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Insurance Company as defined in Section 3(a)(19) of the Act
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(d)
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[ ]
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
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(e)
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[X]
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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[ ]
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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[X]
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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[ ]
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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[ ]
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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[ ]
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A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
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(k)
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[ ]
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Group, in accordance with §240.13d-1(b)(1)(ii)(K).
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Item 4.
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Ownership
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(a)
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Amount Beneficially Owned
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Greenlight Inc. may be deemed the beneficial owner of 1,516,100 shares of Common Stock.
DME Advisors may be deemed the beneficial owner of 512,700 shares of Common Stock.
DME CM may be deemed the beneficial owner of 795,200 shares of Common Stock.
DME GP may be deemed the beneficial owner of 1,307,900 shares of Common Stock.
David Einhorn may be deemed the beneficial owner of 2,824,000 shares of Common Stock.
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(b)
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Percent of Class
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The information set forth in Rows 5 through 11 on the cover page for each Reporting Person is hereby incorporated by reference into this Item 4(b) for each such Reporting Person. The percentages reported herein are calculated on the basis of there being 54,180,629 shares of Common Stock outstanding as of November 6, 2017, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the SEC on November 9, 2017.
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(c)
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Number of shares as to which such person has:
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The information set forth in Rows 5 through 11 on the cover page for each Reporting Person is hereby incorporated by reference into this Item 4(b) for each such Reporting Person.
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Item 5.
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Ownership of Five Percent or Less of a Class
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].
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Not applicable.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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Not applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group
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Not applicable.
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Item 9.
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Notice of Dissolution of Group
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Not applicable.
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Item 10.
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Certifications
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Exhibits
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Exhibit
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99.1
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Joint Filing Agreement by and among the Reporting Persons.
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GREENLIGHT CAPITAL, INC.
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By: /s/ DANIEL ROITMAN
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Daniel Roitman
Chief Operating Officer
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DME ADVISORS, LP
By: DME Advisors GP, LLC,
its General Partner
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By: /s/ DANIEL ROITMAN | |
Daniel Roitman
Chief Operating Officer |
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DME CAPITAL MANAGEMENT, LP
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By: DME Advisors GP, LLC,
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its General Partner
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By: /s/ DANIEL ROITMAN
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Daniel Roitman
Chief Operating Officer
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DME ADVISORS GP, LLC
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By: /s/ DANIEL ROITMAN
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Daniel Roitman
Chief Operating Officer
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/s/ DANIEL ROITMAN*
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Daniel Roitman, on behalf of David Einhorn
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