Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2,F7	Dec 3, 2018	J	56,820	—	D	0	I	By: Levcap Alternative Fund, L.P.
Common Stock^F1,F2,F8	Dec 3, 2018	J	19,818	—	D	0	I	By: Safinia Partners, L.P.
Common Stock^F1,F2,F9	Dec 3, 2018	J	44,179	—	A	49,179	I	By: John A. Levin
Common Stock^F1,F2,F3,F4	holding	—	—		—	9,935,309	I	By: Managed Accounts of Levin Capital Strategies, L.P.
Common Stock^F1,F2,F6	holding	—	—		—	95,606	I	By: Bi-Directional Disequilibrium Fund, L.P.
Common Stock^F1,F2,F5	holding	—	—		—	1,305,269	I	By: Transamerica Large Cap Value Fund

Table II — derivative securities

No Table II lines on this filing.

Explanation of responses

F1This Form 4 is filed jointly by Levin Capital Strategies, L.P. ("LCS"), Levin Capital Strategies GP, LLC ("LCS GP"), Bi-Directional Disequilibrium Fund, L.P. ("BDD")(formerly known as Levin Capital Trilogy Master Fund, Ltd.), LCS, LLC ("LCSL"), Levcap Alternative Fund, L.P. ("Levcap"), LCS Event Partners, LLC ("LCSEP"), Safinia Partners, L.P. ("Safinia"), LCS L/S, LLC ("LCSLS"), and John A. Levin (collectively, the "Reporting Persons"). The Reporting Persons are passive investors in the Issuer and are voluntarily filing this Form 4 as a result of acquiring over 20% of the Issuer's outstanding shares of Common Stock. The Reporting Persons have not acquired the shares with a purpose or effect of changing or influencing control of the Issuer.
F2Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be construed as an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any of the securities reported herein under Section 16 or otherwise. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that are not directly owned by such Reporting Person, except to the extent of their pecuniary interest therein.
F3Shares held in certain separately managed accounts (the "Managed Accounts"). LCS, as the investment manager to the Managed Accounts, may be deemed to beneficially own such shares. LCS does not have a reportable pecuniary interest under Section 16a-1(a)(2) of the Exchange Act in the shares held in the Managed Accounts, as LCS receives an asset-based management fee for serving as investment manager to the Managed Accounts, except that with respect to 127,460 shares held in the Managed Accounts, LCS receives a performance-based incentive fee. The performance-based incentive fee LCS receives also does not constitute a reportable pecuniary interest under Section 16a-1(a)(2) of the Exchange Act, as such fee is based on the performance of the overall account, over a period of one year or more, and the shares of the Issuer held in such accounts constitute no more than 10% of the market value thereof.
F4For the reasons set forth in footnote 3, none of LCS GP, BDD, LCSL, Levcap, LCSEP, Safinia, LCSLS and Mr. Levin have a reportable pecuniary interest in the shares held in the Managed Accounts.
F5Shares held by the separate managed account Transamerica Large Cap Value Fund ("Transamerica"). LCS, as the sub-investment advisor to Transamerica, may be deemed to share voting and dispositive power over the shares held by Transamerica. LCS receives an asset-based management fee for serving as sub-investment advisor to Transamerica. Accordingly, LCS does not have a reportable pecuniary interest in the shares held by Transamerica. In addition, none of LCS GP, BDD, LCSL, Levcap, LCSEP, Safinia, LCSLS and Mr. Levin have a reportable pecuniary interest in the shares held by Transamerica.
F6Shares owned directly by BDD. LCSL, as the general partner of the domestic feeder fund which owns a controlling interest in BDD, may be deemed to share voting and dispositive power over the shares owned directly by BDD. LCS, as the investment advisor of BDD, may be deemed to share voting and dispositive power over the shares owned directly by BDD. Mr. Levin, as the Chief Executive Officer of LCS, may be deemed to share voting and dispositive power over the shares owned directly by BDD.
F7On December 3, 2018, Levcap was liquidated. This transaction represents a pro rata distribution of shares from Levcap to its general and limited partners. Following the pro rata distribution, Levcap no longer beneficially owns any shares and will no longer be a Reporting Person hereunder.
F8On December 3, 2018, Safinia was liquidated. This transaction represents a pro rata distribution of shares from Safinia to its general and limited partners. Following the pro rata distribution, Safinia no longer beneficially owns any shares and will no longer be a Reporting Person hereunder.
F9Represents the receipt of a pro rata distribution of shares from Levcap and Safinia as a limited partner, consisting of 13,145 shares held in trusts for the benefit of various family members, of which Mr. Levin has dispositive power over, 24,189 shares held in a trust for the benefit of his spouse, of which Mr. Levin has voting and dispositive power over and 11,845 shares held directly by his spouse, of which Mr. Levin has voting and dispositive power over.