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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| SPO ADVISORY CORP 591 REDWOOD HIGHWAY, SUITE 3215 MILL VALLEY, CA 94941 |
X | |||
| OBERNDORF FOUNDATION 591 REDWOOD HIGHWAY , SUITE 3215 MILL VALLEY, CA 94941 |
X | |||
| PHOEBE SNOW FOUNDATION 591 REDWOOD HIGHWAY , SUITE 3215 MILL VALLEY, CA 94941 |
X | |||
| Kim M. Silva, Attorney-in-fact | 06/21/2010 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | The entities disposing of these shares are SPO Partners II, L.P. ("SPO Partners"), which sold 2,900,700 shares, San Francisco Partners, L.P. ("SF Partners"), which sold 37,500 shares, William E. Oberndorf ("WEO"), who sold 15,800 shares, Bill and Susan Oberndorf Foundation ("OF"), which sold 34,200 shares, Phoebe Snow Foundation ("PSF"), which sold 62,800 shares, John H. Scully ("JHS"), who sold 3,200 shares and William J. Patterson ("WJP"), who sold 200 shares. As reported on Line 1 of Form 1 of 2, 300,000 shares of the issuer's common stock were sold, ranging in price from $39.25 - 39.57 on 6/17/10. As reported on Line 2 of Form 1 of 2, 900,000 shares of the issuer's common stock were sold, ranging in price from $39.25 - 39.37 on 6/18/10. As reported on Line 3 above, 1,850,000 shares of the issuer's common stock were sold, ranging in price from $38.99 - 39.98 on 6/21/10. |
| (2) | Following the transactions causing this filing, 31,794,563 shares of the issuer's common stock are owned directly by SPO Partners, and may be deemed to be indirectly beneficially owned by (i)SPO Advisory Partners, L.P ("SPO Advisory"), the sole general partner of SPO Partners, (ii)SPO Advisory Corp. ("SPO Corp."), the sole general partner of SPO Advisory, and (iii) JHS, WEO, WJP and Edward H. McDermott ("EHM"), the four controlling persons of SPO Corp. Additionally, following the transactions causing this filing, 1,301,700 shares of the issuer's common stock are owned directly by SF Partners, and may be deemed to be indirectly beneficially owned by (i)SF Advisory Partners, L.P. ("SF Advisory"), the sole general partner of SF Partners, (ii)SPO Corp., the sole general partner of SF Advisory, and (iii) JHS, WEO, WJP, & EHM the four controlling persons of SPO Corp. |
| (3) | Additionally, following the transactions causing this filing, PSF owns 450,300 shares of the issuer's common stock. Additionally, following the transactions causing this filing, 281,600 shares of the issuer's common stock are held in the("JHS") Individual Retirement Account (Rollover), which is self-directed. Additionally, JHS may be deemed to indirectly beneficially own 628,900 shares of the issuer's common stock solely in his capacity as the trustee for the John H. Scully Living Trust dated October 1, 2003 ("JHS Trust"). Additionally, JHS may be deemed to indirectly beneficially own 339,800 shares of the issuer's common stock solely in the capacity of being the general partner of Cranberry Lake Partners, L.P. ("CLP"). Additionally, 230,800 shares of the issuer's common stock may be deemed to be indirectly beneficially owned by JHS solely in his capacity as the general partner of Netcong Newton Partners, L.P. ("Netcong"). |
| (4) | Additionally, following the transactions causing this filing, OF owns 115,800 shares of the issuer's common stock. Additionally, following the transactions causing this filing, WEO beneficially owns 997,800 shares of the issuer's common stock held in the WEO individual retirement account, which is self-directed, and may be deemed to indirectly beneficially own (i) 350,000 shares of the issuer's common stock solely in his capacity as sole general partner of Oberndorf Family Partners ("OFP"), (ii) 50,000 shares of the issuer's common stock solely in his capacity as father of his two children, and (iii) 450,000 shares of the issuer's common stock solely in his capacity as a trustee for the William E. & Susan C. Oberndorf Trust ("WEO Trust"), a trust for the benefit of himself and his wife. Additionally, 18,000 shares of the Issuer's common stock are owned directly by Betty Jane Weimer ("BJW"). |
| (5) | Additionally, following the transactions causing this filing, 13,100 shares of the issuer's common stock are owned directly by WJP in his individual retirement account, which is self-directed. |
| (6) | Additionally, 2,500 shares of the issuer's common stock are owned directly by EHM in his individual retirement account, which is self-directed. Additionally, 10,000 shares of the issuer's common stock are owned directly by EHM. |
| (7) | Additionally, Brian Scully ("BS"), who directly owns 14,900 shares of the issuer's common stock, and Vince Scully ("VS"), who directly owns 11,000 shares of the issuer's common stock, are no longer included in the SPO Corp filing group. |
| Remarks: FORM 2 OF 2 The persons listed in the Notes above (each a "Reporting Person") may be deemed to form a "group", as such term is defined in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934, for purposes of this filing. This filing shall not be deemed as an admission by any Reporting Person that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by this statement. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of such person's pecuniary interest, if any, therein. | |