Transaction Details

Footnotes

This Form 4 is filed by Rubric Capital Management LP ("Rubric Capital") and Mr. David Rosen, with respect to the securities held by certain funds and/or accounts (collectively, the "Rubric Vehicles"). Rubric Capital serves as the investment adviser to the Rubric Vehicles. Mr. David Rosen serves as the Managing Member of Rubric Capital Management GP, LLC, the general partner of Rubric Capital. | The filing of this statement shall not be deemed an admission that any Reporting Person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. Each Reporting Person expressly disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein. | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $288 to $289, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein. | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $289.01 to $289.86, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein. | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $292 to $292.93, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein. | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $293.08 to $294.08, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein. | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $294.09 to $295.09, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein. | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $295.12 to $295.37, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein. | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $288.82 to $289.72, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein. | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $289.825 to $290.785, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein. | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $290.89 to $291.635, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein. | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $291.91 to $292.9, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein. | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $292.94 to $293.89, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein. | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $292.00 to $292.985, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein. | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $293.01 to $294.00, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein. | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $294.02 to $295.02, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein. | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $295.025 to $296.02, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein. | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $296.03 to $297.03, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein. | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $297.05 to $298.05, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein. | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $298.08 to $298.205, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein. | This transaction represents a pro-rata in-kind distribution to limited partners for no consideration (the "Pro-Rata Distribution"). | Securities directly held by Mr. David Rosen. The securities were distributed to Mr. David Rosen in the Pro-Rata Distribution.