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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 2)
PICO Holdings, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
693366205
(CUSIP Number)
Thomas D. Mueller
Chief Operating Officer and Chief Compliance Officer
462 South Fourth Street, Suite 1600
Louisville, KY 40202
(502) 371-4100
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 24, 2015
(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ]
(Continued on following pages)
(Page 1 of 19 Pages)
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1 NAMES OF REPORTING PERSONS
RIVER ROAD ASSET MANAGEMENT, LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
----------------------- ------ -------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 1,652,313
SHARES --------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY NONE
EACH --------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 2,054,050
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
NONE
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,054,050
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.9%
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14 TYPE OF REPORTING PERSON
IA
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(Page 2 of 19 Pages)
ITEM 1. SECURITY AND ISSUER
This statement relates to shares of Common Stock, par value $0.001 per share
(the "Stock"), of PICO Holdings, Inc. (the "Issuer"). The principle executive
office of the Issuer is located at the following address:
PICO HOLDINGS, INC.
7979 IVANHOE AVENUE, SUITE 300
LA JOLLA, CALIFORNIA 92037
ITEM 2. IDENTITY AND BACKGROUND
The information regarding the persons filing this statement is as follows:
(a) The name of the persons filing are:
RIVER ROAD ASSET MANAGEMENT, LLC ("RRAM") (THE "FILER").
(b) The business address of the Filer is as follows:
462 SOUTH FOURTH STREET, SUITE 1600, LOUISVILLE, KY 40202
(c) Present principal occupation or employment of the Filer and the name,
principal business and address of any corporation or other in which
such employment is conducted: RRAM IS A SECURITIES AND EXCHANGE
COMMISSION REGISTERED INVESTMENT ADVISOR.
THE NAME, BUSINESS ADDRESS, BUSINESS ACTIVITY AND PRESENT PRINCIPAL
OCCUPATION OR EMPLOYMENT OF EACH EXECUTIVE OFFICER AND DIRECTOR OF THE
FILER ARE SET FORTH IN ANNEX A, WHICH IS INCORPORATED HEREIN BY
REFERENCE.
(d) During the last five years, none of the Filer, or the persons listed
in Annex A, have been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) During the last five years, none of the Filer, or the persons listed
in Annex A, were a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation
with respect to such laws.
(f) Citizenship:
RRAM IS ORGANIZED UNDER THE LAWS OF DELAWARE.
THE CITIZENSHIP OF EACH EXECUTIVE OFFICER AND DIRECTOR OF THE FILER
WHO IS A NATURAL PERSON IS SET FORTH IN ANNEX A HERETO, WHICH IS
INCORPORATED HEREIN BY REFERENCE.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The source of funds used in purchasing the Stock of the Issuer is RRAM client
funds for which RRAM acts as investment advisor pursuant to an investment
advisory agreement between each RRAM client and RRAM. The amount of funds used
in purchasing the Stock of the Issuer is $39,306,337.25.
(Page 3 of 19 Pages)
ITEM 4. PURPOSE OF TRANSACTION
The Stock was acquired for investment purposes in the ordinary course of
business. As such, the Filer may purchase, hold, vote, trade, dispose, sell or
otherwise deal the Stock for the benefit of its clients depending on changes in
the per share price of the Stock, or related to changes in the Issuer's
operations, management structure, business strategy, future acquisitions, growth
prospects, liquidity, capital allocation, including use of leverage, or from the
sale or merger of the Issuer. The Filer may discuss such matters, and
specifically may discuss board of director nominees and may suggest potential
board of director nominees, with the Issuer's management or directors, other
shareholders, existing or potential strategic partners or competitors,
investment and finance professionals, and other investors. Such analysis and
discussions may result in the Filer materially modifying their ownership of the
Stock. The Filer may also exchange information with the Issuer pursuant to
confidentiality or similar agreements, propose changes in its operations,
governance, capitalization, or propose one or more of the actions described in
sections (a) through (j) of Item 4 of Schedule 13D, all in order to enhance
shareholder value. The Filer does not intend to seek control of the Issuer or
participate in the day-to-day management of the Issuer.
Certain officers of RRAM sent a letter on February 23, 2015 to Issuer's Board of
Directors suggesting that management explore the sale of non-core assets and
conduct a strategic review of its core business. Certain officers of RRAM sent a
second letter on March 31, 2015 to Issuer's Board of Directors expressing
support for various items announced by the Issuer on March 16, 2015 and
suggesting additional disclosure from the Issuer regarding the Issuer's assets
and urging the Board to execute a repurchase program. A copy of the second
letter was attached as Exhibit A in Filer's Schedule 13D Amendment filed with
the SEC on March 31, 2015.
On April 24, 2015, the Filer submitted a shareholder proposal to the Issuer for
inclusion in the Issuer's proxy materials for its 2015 Annual Meeting. The
proposal recommends that the Board of Directors take the steps necessary to
declassify the Board. The filer may submit additional shareholder proposals
regarding various governance matters in the future.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Based on 23,004,618 shares of Common Stock of the Issuer outstanding as of
March 13, 2015, the Filer, or the persons listed in Annex A, may be deemed
to beneficially own 2,054,050 or 8.9%, of the Issuer's outstanding shares
of Common Stock.
(b) The Filer, or the persons listed in Annex A, have the sole power to vote or
direct the vote of 1,652,313 shares of the Stock and to dispose or direct
the disposition of 2,054,050 shares of the Stock that the Filers may be
deemed to beneficially own.
(c) The Filer effected the following transactions in the Stock in open market
transactions on the dates indicated, and such transactions are the only
transactions in the Stock by the Filer during the sixty days prior to and
including April 24, 2015 (date range: February 24, 2015 through April 24,
2015):
(Page 4 of 19 Pages)
(1) NAME (2) DATE (3) NUMBER (4) PRICE (5) HOW WHERE TRANSACTED
OF SHARES PER SHARE TRANSACTED -
OF COMMON OF COMMON SELL OR BUY
STOCK STOCK
RRAM 3/9/2015 3,033 17.15 Buy RRAM Principal Place of Business
RRAM 3/9/2015 1,235 17.15 Buy RRAM Principal Place of Business
RRAM 3/9/2015 2,097 17.15 Buy RRAM Principal Place of Business
RRAM 3/9/2015 3,346 17.15 Buy RRAM Principal Place of Business
RRAM 3/12/2015 7,000 16.81 Buy RRAM Principal Place of Business
RRAM 3/12/2015 500 16.67 Buy RRAM Principal Place of Business
RRAM 3/12/2015 204 16.67 Buy RRAM Principal Place of Business
RRAM 3/12/2015 346 16.67 Buy RRAM Principal Place of Business
RRAM 3/12/2015 552 16.67 Buy RRAM Principal Place of Business
RRAM 3/17/2015 190 15.52 Buy RRAM Principal Place of Business
RRAM 3/18/2015 1,240 15.20 Buy RRAM Principal Place of Business
RRAM 3/18/2015 4,340 15.20 Buy RRAM Principal Place of Business
RRAM 3/18/2015 25,570 15.20 Buy RRAM Principal Place of Business
RRAM 3/18/2015 1,880 15.18 Buy RRAM Principal Place of Business
RRAM 3/18/2015 5,840 15.20 Buy RRAM Principal Place of Business
RRAM 3/18/2015 320 15.17 Buy RRAM Principal Place of Business
RRAM 3/18/2015 70 15.15 Sell RRAM Principal Place of Business
RRAM 3/18/2015 210 15.15 Sell RRAM Principal Place of Business
RRAM 3/18/2015 60 15.15 Sell RRAM Principal Place of Business
RRAM 3/18/2015 770 15.15 Sell RRAM Principal Place of Business
RRAM 3/18/2015 290 15.15 Sell RRAM Principal Place of Business
RRAM 3/18/2015 30 15.15 Sell RRAM Principal Place of Business
RRAM 3/18/2015 160 15.15 Sell RRAM Principal Place of Business
RRAM 3/18/2015 100 15.15 Sell RRAM Principal Place of Business
RRAM 3/18/2015 10 15.15 Sell RRAM Principal Place of Business
RRAM 3/18/2015 80 15.15 Sell RRAM Principal Place of Business
RRAM 3/18/2015 50 15.15 Sell RRAM Principal Place of Business
(Page 5 of 19 Pages)
RRAM 3/18/2015 120 15.15 Sell RRAM Principal Place of Business
RRAM 3/18/2015 870 15.15 Sell RRAM Principal Place of Business
RRAM 3/18/2015 770 15.15 Sell RRAM Principal Place of Business
RRAM 3/18/2015 550 15.15 Sell RRAM Principal Place of Business
RRAM 3/18/2015 150 15.15 Sell RRAM Principal Place of Business
RRAM 3/18/2015 30 15.15 Sell RRAM Principal Place of Business
RRAM 3/18/2015 80 15.15 Sell RRAM Principal Place of Business
RRAM 3/18/2015 70 15.15 Sell RRAM Principal Place of Business
RRAM 3/18/2015 100 15.15 Sell RRAM Principal Place of Business
RRAM 3/18/2015 60 15.15 Sell RRAM Principal Place of Business
RRAM 3/18/2015 70 15.15 Sell RRAM Principal Place of Business
RRAM 3/18/2015 20 15.15 Sell RRAM Principal Place of Business
RRAM 3/18/2015 40 15.15 Sell RRAM Principal Place of Business
RRAM 3/18/2015 20 15.15 Sell RRAM Principal Place of Business
RRAM 3/18/2015 70 15.15 Sell RRAM Principal Place of Business
RRAM 3/18/2015 100 15.15 Sell RRAM Principal Place of Business
RRAM 3/18/2015 70 15.15 Sell RRAM Principal Place of Business
RRAM 3/18/2015 160 15.15 Sell RRAM Principal Place of Business
RRAM 3/18/2015 102 15.15 Sell RRAM Principal Place of Business
RRAM 3/18/2015 92 15.15 Sell RRAM Principal Place of Business
RRAM 3/18/2015 440 15.15 Sell RRAM Principal Place of Business
RRAM 3/18/2015 70 15.15 Sell RRAM Principal Place of Business
RRAM 3/18/2015 40 15.15 Sell RRAM Principal Place of Business
RRAM 3/18/2015 40 15.15 Sell RRAM Principal Place of Business
RRAM 3/18/2015 70 15.15 Sell RRAM Principal Place of Business
(Page 6 of 19 Pages)
RRAM 3/18/2015 50 15.15 Sell RRAM Principal Place of Business
RRAM 3/18/2015 70 15.15 Sell RRAM Principal Place of Business
RRAM 3/18/2015 80 15.15 Sell RRAM Principal Place of Business
RRAM 3/18/2015 140 15.15 Sell RRAM Principal Place of Business
RRAM 3/18/2015 980 15.15 Sell RRAM Principal Place of Business
RRAM 3/18/2015 54 15.15 Sell RRAM Principal Place of Business
RRAM 3/19/2015 147 15.01 Sell RRAM Principal Place of Business
RRAM 3/19/2015 250 15.01 Sell RRAM Principal Place of Business
RRAM 3/19/2015 161 15.01 Sell RRAM Principal Place of Business
RRAM 3/19/2015 298 15.01 Sell RRAM Principal Place of Business
RRAM 3/19/2015 446 15.01 Sell RRAM Principal Place of Business
RRAM 3/19/2015 80 15.01 Sell RRAM Principal Place of Business
RRAM 3/19/2015 80 15.01 Sell RRAM Principal Place of Business
RRAM 3/19/2015 103 15.01 Sell RRAM Principal Place of Business
RRAM 3/19/2015 96 15.01 Sell RRAM Principal Place of Business
RRAM 3/19/2015 95 15.01 Sell RRAM Principal Place of Business
RRAM 3/19/2015 444 15.01 Sell RRAM Principal Place of Business
RRAM 3/20/2015 696 15.90 Buy RRAM Principal Place of Business
RRAM 3/20/2015 332 15.90 Buy RRAM Principal Place of Business
RRAM 3/20/2015 366 15.90 Buy RRAM Principal Place of Business
RRAM 3/20/2015 66 15.90 Buy RRAM Principal Place of Business
RRAM 3/20/2015 24 15.90 Buy RRAM Principal Place of Business
RRAM 3/20/2015 36 15.90 Buy RRAM Principal Place of Business
RRAM 3/20/2015 88 15.90 Buy RRAM Principal Place of Business
RRAM 3/20/2015 17 15.90 Buy RRAM Principal Place of Business
RRAM 3/20/2015 268 15.90 Buy RRAM Principal Place of Business
(Page 7 of 19 Pages)
RRAM 3/20/2015 55 15.90 Buy RRAM Principal Place of Business
RRAM 3/20/2015 27 15.90 Buy RRAM Principal Place of Business
RRAM 3/20/2015 58 15.90 Buy RRAM Principal Place of Business
RRAM 3/20/2015 68 15.90 Buy RRAM Principal Place of Business
RRAM 3/20/2015 36 15.90 Buy RRAM Principal Place of Business
RRAM 3/20/2015 341 15.90 Buy RRAM Principal Place of Business
RRAM 3/20/2015 6 15.90 Buy RRAM Principal Place of Business
RRAM 3/20/2015 521 15.90 Buy RRAM Principal Place of Business
RRAM 3/20/2015 13 15.90 Buy RRAM Principal Place of Business
RRAM 3/20/2015 303 15.90 Buy RRAM Principal Place of Business
RRAM 3/20/2015 991 15.90 Buy RRAM Principal Place of Business
RRAM 3/20/2015 81 15.90 Buy RRAM Principal Place of Business
RRAM 3/20/2015 6 15.90 Buy RRAM Principal Place of Business
RRAM 3/20/2015 107 15.90 Buy RRAM Principal Place of Business
RRAM 3/20/2015 108 15.90 Buy RRAM Principal Place of Business
RRAM 3/20/2015 27 15.90 Buy RRAM Principal Place of Business
RRAM 3/23/2015 8,478 16.08 Buy RRAM Principal Place of Business
RRAM 3/23/2015 2,999 16.01 Buy RRAM Principal Place of Business
RRAM 3/23/2015 4,038 16.08 Buy RRAM Principal Place of Business
RRAM 3/23/2015 1,429 16.01 Buy RRAM Principal Place of Business
RRAM 3/23/2015 4,447 16.08 Buy RRAM Principal Place of Business
RRAM 3/23/2015 1,573 16.01 Buy RRAM Principal Place of Business
RRAM 3/23/2015 801 16.08 Buy RRAM Principal Place of Business
RRAM 3/23/2015 283 16.01 Buy RRAM Principal Place of Business
RRAM 3/23/2015 300 16.08 Buy RRAM Principal Place of Business
(Page 8 of 19 Pages)
RRAM 3/23/2015 106 16.01 Buy RRAM Principal Place of Business
RRAM 3/23/2015 440 16.08 Buy RRAM Principal Place of Business
RRAM 3/23/2015 155 16.01 Buy RRAM Principal Place of Business
RRAM 3/23/2015 1,067 16.08 Buy RRAM Principal Place of Business
RRAM 3/23/2015 378 16.01 Buy RRAM Principal Place of Business
RRAM 3/23/2015 215 16.08 Buy RRAM Principal Place of Business
RRAM 3/23/2015 76 16.01 Buy RRAM Principal Place of Business
RRAM 3/23/2015 3,260 16.08 Buy RRAM Principal Place of Business
RRAM 3/23/2015 1,154 16.01 Buy RRAM Principal Place of Business
RRAM 3/23/2015 664 16.08 Buy RRAM Principal Place of Business
RRAM 3/23/2015 235 16.01 Buy RRAM Principal Place of Business
RRAM 3/23/2015 338 16.08 Buy RRAM Principal Place of Business
RRAM 3/23/2015 119 16.01 Buy RRAM Principal Place of Business
RRAM 3/23/2015 695 16.08 Buy RRAM Principal Place of Business
RRAM 3/23/2015 245 16.01 Buy RRAM Principal Place of Business
RRAM 3/23/2015 825 16.08 Buy RRAM Principal Place of Business
RRAM 3/23/2015 292 16.01 Buy RRAM Principal Place of Business
RRAM 3/23/2015 440 16.08 Buy RRAM Principal Place of Business
RRAM 3/23/2015 155 16.01 Buy RRAM Principal Place of Business
RRAM 3/23/2015 4,154 16.08 Buy RRAM Principal Place of Business
RRAM 3/23/2015 1,470 16.01 Buy RRAM Principal Place of Business
RRAM 3/23/2015 82 16.08 Buy RRAM Principal Place of Business
RRAM 3/23/2015 29 16.01 Buy RRAM Principal Place of Business
RRAM 3/23/2015 6,343 16.08 Buy RRAM Principal Place of Business
RRAM 3/23/2015 2,244 16.01 Buy RRAM Principal Place of Business
RRAM 3/23/2015 171 16.08 Buy RRAM Principal Place of Business
(Page 9 of 19 Pages)
RRAM 3/23/2015 60 16.01 Buy RRAM Principal Place of Business
RRAM 3/23/2015 3,690 16.08 Buy RRAM Principal Place of Business
RRAM 3/23/2015 1,306 16.01 Buy RRAM Principal Place of Business
RRAM 3/23/2015 12,068 16.08 Buy RRAM Principal Place of Business
RRAM 3/23/2015 4,270 16.01 Buy RRAM Principal Place of Business
RRAM 3/23/2015 985 16.08 Buy RRAM Principal Place of Business
RRAM 3/23/2015 349 16.01 Buy RRAM Principal Place of Business
RRAM 3/23/2015 85 16.08 Buy RRAM Principal Place of Business
RRAM 3/23/2015 30 16.01 Buy RRAM Principal Place of Business
RRAM 3/23/2015 1,303 16.08 Buy RRAM Principal Place of Business
RRAM 3/23/2015 461 16.01 Buy RRAM Principal Place of Business
RRAM 3/23/2015 1,306 16.08 Buy RRAM Principal Place of Business
RRAM 3/23/2015 462 16.01 Buy RRAM Principal Place of Business
RRAM 3/23/2015 341 16.08 Buy RRAM Principal Place of Business
RRAM 3/23/2015 120 16.01 Buy RRAM Principal Place of Business
RRAM 3/24/2015 10,886 16.04 Buy RRAM Principal Place of Business
RRAM 3/24/2015 5,184 16.04 Buy RRAM Principal Place of Business
RRAM 3/24/2015 5,710 16.04 Buy RRAM Principal Place of Business
RRAM 3/24/2015 600 16.04 Buy RRAM Principal Place of Business
RRAM 3/24/2015 1,029 16.04 Buy RRAM Principal Place of Business
RRAM 3/24/2015 386 16.04 Buy RRAM Principal Place of Business
RRAM 3/24/2015 565 16.04 Buy RRAM Principal Place of Business
RRAM 3/24/2015 1,371 16.04 Buy RRAM Principal Place of Business
RRAM 3/24/2015 276 16.04 Buy RRAM Principal Place of Business
RRAM 3/24/2015 4,186 16.04 Buy RRAM Principal Place of Business
(Page 10 of 19 Pages)
RRAM 3/24/2015 854 16.04 Buy RRAM Principal Place of Business
RRAM 3/24/2015 434 16.04 Buy RRAM Principal Place of Business
RRAM 3/24/2015 894 16.04 Buy RRAM Principal Place of Business
RRAM 3/24/2015 1,059 16.04 Buy RRAM Principal Place of Business
RRAM 3/24/2015 565 16.04 Buy RRAM Principal Place of Business
RRAM 3/24/2015 5,333 16.04 Buy RRAM Principal Place of Business
RRAM 3/24/2015 105 16.04 Buy RRAM Principal Place of Business
RRAM 3/24/2015 8,145 16.04 Buy RRAM Principal Place of Business
RRAM 3/24/2015 219 16.04 Buy RRAM Principal Place of Business
RRAM 3/24/2015 4,738 16.04 Buy RRAM Principal Place of Business
RRAM 3/24/2015 15,497 16.04 Buy RRAM Principal Place of Business
RRAM 3/24/2015 1,265 16.04 Buy RRAM Principal Place of Business
RRAM 3/24/2015 110 16.04 Buy RRAM Principal Place of Business
RRAM 3/24/2015 1,673 16.04 Buy RRAM Principal Place of Business
RRAM 3/24/2015 1,677 16.04 Buy RRAM Principal Place of Business
RRAM 3/24/2015 439 16.04 Buy RRAM Principal Place of Business
RRAM 3/25/2015 9,362 16.16 Buy RRAM Principal Place of Business
RRAM 3/25/2015 4,882 16.16 Buy RRAM Principal Place of Business
RRAM 3/25/2015 3,330 16.16 Buy RRAM Principal Place of Business
RRAM 3/25/2015 400 16.16 Buy RRAM Principal Place of Business
RRAM 3/25/2015 541 16.16 Buy RRAM Principal Place of Business
RRAM 3/25/2015 199 16.16 Buy RRAM Principal Place of Business
RRAM 3/25/2015 340 16.16 Buy RRAM Principal Place of Business
RRAM 3/25/2015 1,352 16.16 Buy RRAM Principal Place of Business
RRAM 3/25/2015 127 16.16 Buy RRAM Principal Place of Business
RRAM 3/25/2015 1,727 16.16 Buy RRAM Principal Place of Business
(Page 11 of 19 Pages)
RRAM 3/25/2015 565 16.16 Buy RRAM Principal Place of Business
RRAM 3/25/2015 204 16.16 Buy RRAM Principal Place of Business
RRAM 3/25/2015 873 16.16 Buy RRAM Principal Place of Business
RRAM 3/25/2015 550 16.16 Buy RRAM Principal Place of Business
RRAM 3/25/2015 267 16.16 Buy RRAM Principal Place of Business
RRAM 3/25/2015 5,280 16.16 Buy RRAM Principal Place of Business
RRAM 3/25/2015 55 16.16 Buy RRAM Principal Place of Business
RRAM 3/25/2015 4,882 16.16 Buy RRAM Principal Place of Business
RRAM 3/25/2015 460 16.16 Buy RRAM Principal Place of Business
RRAM 3/25/2015 2,495 16.16 Buy RRAM Principal Place of Business
RRAM 3/25/2015 1,128 16.16 Buy RRAM Principal Place of Business
RRAM 3/25/2015 9,702 16.16 Buy RRAM Principal Place of Business
RRAM 3/25/2015 1,382 16.16 Buy RRAM Principal Place of Business
RRAM 3/25/2015 117 16.16 Buy RRAM Principal Place of Business
RRAM 3/25/2015 798 16.16 Buy RRAM Principal Place of Business
RRAM 3/25/2015 833 16.16 Buy RRAM Principal Place of Business
RRAM 3/25/2015 272 16.16 Buy RRAM Principal Place of Business
RRAM 3/26/2015 2,484 16.08 Buy RRAM Principal Place of Business
RRAM 3/26/2015 1,296 16.08 Buy RRAM Principal Place of Business
RRAM 3/26/2015 884 16.08 Buy RRAM Principal Place of Business
RRAM 3/26/2015 144 16.08 Buy RRAM Principal Place of Business
RRAM 3/26/2015 53 16.08 Buy RRAM Principal Place of Business
RRAM 3/26/2015 90 16.08 Buy RRAM Principal Place of Business
RRAM 3/26/2015 359 16.08 Buy RRAM Principal Place of Business
RRAM 3/26/2015 33 16.08 Buy RRAM Principal Place of Business
(Page 12 of 19 Pages)
RRAM 3/26/2015 459 16.08 Buy RRAM Principal Place of Business
RRAM 3/26/2015 149 16.08 Buy RRAM Principal Place of Business
RRAM 3/26/2015 54 16.08 Buy RRAM Principal Place of Business
RRAM 3/26/2015 231 16.08 Buy RRAM Principal Place of Business
RRAM 3/26/2015 146 16.08 Buy RRAM Principal Place of Business
RRAM 3/26/2015 71 16.08 Buy RRAM Principal Place of Business
RRAM 3/26/2015 1,401 16.08 Buy RRAM Principal Place of Business
RRAM 3/26/2015 14 16.08 Buy RRAM Principal Place of Business
RRAM 3/26/2015 1,296 16.08 Buy RRAM Principal Place of Business
RRAM 3/26/2015 122 16.08 Buy RRAM Principal Place of Business
RRAM 3/26/2015 662 16.08 Buy RRAM Principal Place of Business
RRAM 3/26/2015 300 16.08 Buy RRAM Principal Place of Business
RRAM 3/26/2015 356 16.08 Buy RRAM Principal Place of Business
RRAM 3/26/2015 144 16.08 Buy RRAM Principal Place of Business
RRAM 3/26/2015 247 16.08 Buy RRAM Principal Place of Business
RRAM 3/26/2015 393 16.08 Buy RRAM Principal Place of Business
RRAM 3/26/2015 2,575 16.08 Buy RRAM Principal Place of Business
RRAM 3/26/2015 367 16.08 Buy RRAM Principal Place of Business
RRAM 3/26/2015 31 16.08 Buy RRAM Principal Place of Business
RRAM 3/26/2015 212 16.08 Buy RRAM Principal Place of Business
RRAM 3/26/2015 220 16.08 Buy RRAM Principal Place of Business
RRAM 3/26/2015 72 16.08 Buy RRAM Principal Place of Business
RRAM 3/27/2015 2,118 16.16 Buy RRAM Principal Place of Business
RRAM 3/27/2015 984 16.16 Buy RRAM Principal Place of Business
RRAM 3/27/2015 717 16.16 Buy RRAM Principal Place of Business
RRAM 3/27/2015 115 16.16 Buy RRAM Principal Place of Business
(Page 13 of 19 Pages)
RRAM 3/27/2015 42 16.16 Buy RRAM Principal Place of Business
RRAM 3/27/2015 72 16.16 Buy RRAM Principal Place of Business
RRAM 3/27/2015 289 16.16 Buy RRAM Principal Place of Business
RRAM 3/27/2015 28 16.16 Buy RRAM Principal Place of Business
RRAM 3/27/2015 351 16.16 Buy RRAM Principal Place of Business
RRAM 3/27/2015 120 16.16 Buy RRAM Principal Place of Business
RRAM 3/27/2015 43 16.16 Buy RRAM Principal Place of Business
RRAM 3/27/2015 192 16.16 Buy RRAM Principal Place of Business
RRAM 3/27/2015 118 16.16 Buy RRAM Principal Place of Business
RRAM 3/27/2015 55 16.16 Buy RRAM Principal Place of Business
RRAM 3/27/2015 1,141 16.16 Buy RRAM Principal Place of Business
RRAM 3/27/2015 12 16.16 Buy RRAM Principal Place of Business
RRAM 3/27/2015 1,004 16.16 Buy RRAM Principal Place of Business
RRAM 3/27/2015 105 16.16 Buy RRAM Principal Place of Business
RRAM 3/27/2015 535 16.16 Buy RRAM Principal Place of Business
RRAM 3/27/2015 141 16.16 Buy RRAM Principal Place of Business
RRAM 3/27/2015 169 16.16 Buy RRAM Principal Place of Business
RRAM 3/27/2015 68 16.16 Buy RRAM Principal Place of Business
RRAM 3/27/2015 116 16.16 Buy RRAM Principal Place of Business
RRAM 3/27/2015 187 16.16 Buy RRAM Principal Place of Business
RRAM 3/27/2015 2,096 16.16 Buy RRAM Principal Place of Business
RRAM 3/27/2015 291 16.16 Buy RRAM Principal Place of Business
RRAM 3/27/2015 27 16.16 Buy RRAM Principal Place of Business
RRAM 3/27/2015 163 16.16 Buy RRAM Principal Place of Business
RRAM 3/27/2015 170 16.16 Buy RRAM Principal Place of Business
(Page 14 of 19 Pages)
RRAM 3/27/2015 59 16.16 Buy RRAM Principal Place of Business
RRAM 3/30/2015 6,427 16.51 Buy RRAM Principal Place of Business
RRAM 3/30/2015 2,985 16.51 Buy RRAM Principal Place of Business
RRAM 3/30/2015 2,173 16.51 Buy RRAM Principal Place of Business
RRAM 3/30/2015 100 16.51 Buy RRAM Principal Place of Business
RRAM 3/30/2015 351 16.51 Buy RRAM Principal Place of Business
RRAM 3/30/2015 130 16.51 Buy RRAM Principal Place of Business
RRAM 3/30/2015 222 16.51 Buy RRAM Principal Place of Business
RRAM 3/30/2015 876 16.51 Buy RRAM Principal Place of Business
RRAM 3/30/2015 88 16.51 Buy RRAM Principal Place of Business
RRAM 3/30/2015 1,065 16.51 Buy RRAM Principal Place of Business
RRAM 3/30/2015 368 16.51 Buy RRAM Principal Place of Business
RRAM 3/30/2015 131 16.51 Buy RRAM Principal Place of Business
RRAM 3/30/2015 582 16.51 Buy RRAM Principal Place of Business
RRAM 3/30/2015 362 16.51 Buy RRAM Principal Place of Business
RRAM 3/30/2015 171 16.51 Buy RRAM Principal Place of Business
RRAM 3/30/2015 3,460 16.51 Buy RRAM Principal Place of Business
RRAM 3/30/2015 37 16.51 Buy RRAM Principal Place of Business
RRAM 3/30/2015 3,045 16.51 Buy RRAM Principal Place of Business
RRAM 3/30/2015 320 16.51 Buy RRAM Principal Place of Business
RRAM 3/30/2015 1,621 16.51 Buy RRAM Principal Place of Business
RRAM 3/30/2015 431 16.51 Buy RRAM Principal Place of Business
RRAM 3/30/2015 512 16.51 Buy RRAM Principal Place of Business
RRAM 3/30/2015 210 16.51 Buy RRAM Principal Place of Business
RRAM 3/30/2015 355 16.51 Buy RRAM Principal Place of Business
RRAM 3/30/2015 564 16.51 Buy RRAM Principal Place of Business
(Page 15 of 19 Pages)
RRAM 3/30/2015 6,361 16.51 Buy RRAM Principal Place of Business
RRAM 3/30/2015 880 16.51 Buy RRAM Principal Place of Business
RRAM 3/30/2015 84 16.51 Buy RRAM Principal Place of Business
RRAM 3/30/2015 493 16.51 Buy RRAM Principal Place of Business
RRAM 3/30/2015 514 16.51 Buy RRAM Principal Place of Business
RRAM 3/30/2015 180 16.51 Buy RRAM Principal Place of Business
RRAM 3/31/2015 610 16.26 Buy RRAM Principal Place of Business
RRAM 3/31/2015 1,000 16.07 Buy RRAM Principal Place of Business
RRAM 3/31/2015 1,350 16.29 Buy RRAM Principal Place of Business
RRAM 3/31/2015 280 16.27 Buy RRAM Principal Place of Business
RRAM 3/31/2015 980 16.24 Buy RRAM Principal Place of Business
RRAM 3/31/2015 310 16.34 Buy RRAM Principal Place of Business
RRAM 4/7/2015 150 18.78 Buy RRAM Principal Place of Business
RRAM 4/7/2015 90 18.78 Buy RRAM Principal Place of Business
RRAM 4/7/2015 800 18.78 Buy RRAM Principal Place of Business
RRAM 4/7/2015 520 18.78 Buy RRAM Principal Place of Business
RRAM 4/8/2015 2,680 18.73 Buy RRAM Principal Place of Business
RRAM 4/10/2015 5,000 18.42 Buy RRAM Principal Place of Business
RRAM 4/13/2015 6,000 18.58 Buy RRAM Principal Place of Business
RRAM 4/13/2015 720 18.58 Buy RRAM Principal Place of Business
RRAM 4/15/2015 3,000 18.48 Buy RRAM Principal Place of Business
RRAM 4/15/2015 80 18.48 Buy RRAM Principal Place of Business
RRAM 4/23/2015 230 18.42 Buy RRAM Principal Place of Business
RRAM 4/24/2015 1,500 18.38 Sell RRAM Principal Place of Business
(Page 16 of 19 Pages)
The transactions noted above were purchases or sales of shares effected in the
open market and the table includes commissions paid in per share prices.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
RRAM is the investment adviser to accounts of RRAM clients pursuant to
investment advisory agreements between RRAM clients and RRAM. Each investment
advisory agreement provides RRAM with the authority, among other things, to
invest account funds in the Stock, to dispose of the Stock, and to file this
statement on behalf of the account. Some, but not all, investment advisory
agreements provide RRAM with the authority to vote for the Stock. The number of
shares of Stock for which RRAM has sole voting power is reflected on RRAM's
cover page.
(Page 17 of 19 Pages)
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
ANNEX A - The name, business address, business activity, present principal
occupation or employment and, if natural person, citizenship of each executive
officer and director of the Filers.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
April 27, 2015 RIVER ROAD ASSET MANAGEMENT, LLC,
a Delaware limited liability company
/s/ Thomas D. Mueller
------------------------
By: Thomas D. Mueller
Chief Operating Officer and
Chief Compliance Officer
(Page 18 of 19 Pages)
Annex A
The name, business address, business activity, present principal occupation or
employment and, if natural person, citizenship of each executive officer and
director of the Filer are set forth in Exhibit A hereto, which is incorporated
herein by reference.
RIVER ROAD ASSET MANAGEMENT, LLC
NAME BUSINESS ADDRESS BUSINESS ACTIVITY PRESENT PRINCIPAL CITIZENSHIP
OCCUPATION OR EMPLOYMENT
Shircliff, James C. 462 S. 4th Street Chief Investment Chief Investment Officer United States
Officer
Suite 1600
Louisville, KY 40202
Beck, R. Andrew 462 S. 4th Street President & CEO President & CEO United States
Suite 1600
Louisville, KY 40202
Sanders III, Henry 462 S. 4th Street Executive Vice Executive Vice President United States
W. President
Suite 1600
Louisville, KY 40202
Forsha, Thomas S. 462 S. 4th Street Co-Chief Investment Co-Chief Investment United States
Officer Officer
Suite 1600
Louisville, KY 40202
Deuser, Greg E. 462 S. 4th Street Chief Risk Officer Chief Risk Officer United States
Suite 1600
Louisville, KY 40202
Mueller, Thomas D. 462 S. 4th Street Chief Operating Chief Operating Officer United States
Officer and Chief and Chief Compliance
Compliance Officer Officer
Suite 1600
Louisville, KY 40202
(Page 19 of 19 Pages)