|SCOPIA CAPITAL MANAGEMENT LP filed this Form SC 13D/A on 11/08/2018|
Item 5 of the Schedule 13D is hereby amended and restated as follows:
(a) and (b) Items 7 through 11 and 13 of each of the cover pages of this Schedule 13D are incorporated herein by reference. Such information is based on 271,162,772 shares of Class A Common Stock outstanding as of October 25, 2018, as reported in the Issuer's Form 10-Q filed with the SEC on October 30, 2018.
The Investment Vehicles have delegated to Scopia Capital sole voting and investment power over the securities held by the Investment Vehicles pursuant to their respective Investment Management Agreements with Scopia Capital. As a result, each of Scopia Capital, Scopia Management, as the general partner of Scopia Capital, and Messrs. Sirovich and Mindich, as Managing Directors of Scopia Management, may be deemed to exercise voting and investment power over the shares of Class A Common Stock directly held by the Investment Vehicles. The Investment Vehicles specifically disclaim beneficial ownership of the securities of the Issuer directly held by them by virtue of their inability to vote or dispose of such securities as a result of their respective Investment Management Agreements with Scopia Capital.
On October 1, 2018, one of the Investment Vehicles transferred 580,057 shares of Class A Common Stock of the Issuer in an in-kind pro rata distribution for no consideration to an investor in that Investment Vehicle (the "Transferred Account"). Scopia Capital retained sole voting and investment power over the securities transferred to the Transferred Account but none of the Reporting Persons nor any of their affiliates retained any pecuniary interest in such securities.
(c) Transactions by the Reporting Persons (on behalf of the Investment Vehicles and the Transferred Account) effected during the past 60 days are set forth in Schedule A below or were previously disclosed in this Schedule 13D, as amended, and such information is incorporated herein by reference.
(d) The disclosure regarding the relationship between the Reporting Persons in Item 2(c) of this Schedule 13D is incorporated by reference herein. All securities reported in this Schedule 13D are directly held by the Investment Vehicles or the Transferred Account, all of which are investment management clients of Scopia Capital. None of the Investment Vehicles individually directly holds more than 5% of the Issuer's outstanding shares of Class A Common Stock. The limited partners of (or investors in) each of the Investment Vehicles and the Transferred Account have the right to participate in the receipt of dividends from, or proceeds from the sale of, the shares of Class A Common Stock held for the accounts of their respective Investment Vehicles and the Transferred Account in accordance with their respective limited partnership interests (or investment percentages) in their respective Investment Vehicles and the Transferred Account.
(e) The Reporting Persons ceased to be the beneficial owners of more than five percent of the Issuer's outstanding Common Stock on November 7, 2018.
Item 6 of the Schedule 13D is supplemented and superseded, as the case may be, as follows:
The previous disclosure regarding cash-settled swaps is amended and restated as follows:
One of the Investment Vehicles has previously established a position in cash-settled swaps which in the aggregate represent economic exposure comparable to a notional interest in 696,653 shares of Class A Common Stock (representing economic exposure comparable to approximately 0.3% of the outstanding shares of Class A Common Stock). Under the terms of the swaps, (i) the Investment Vehicle will be obligated to pay to the counterparty any negative price performance of the specified notional number of shares of Class A Common Stock subject to the swaps as of the expiration date of such swaps, plus interest rates set forth in the applicable contracts, and (ii) the counterparty will be obligated to pay the Investment Vehicle any positive price performance of the specified notional number of shares of Class A Common Stock subject to the swaps as of the expiration date of the swaps. All balances will be settled in cash. The Reporting Persons' counterparty for swaps referencing 606,173 shares of Class A Common Stock is Barclays Bank PLC and for swaps referencing 90,480 shares of Class A Common Stock is Goldman Sachs International. The swaps do not give the Reporting Persons or the Investment Vehicles direct or indirect voting, investment or dispositive control over any securities of the Issuer and do not require the counterparty thereto to acquire, hold, vote or dispose of any securities of the Issuer. Accordingly, the Reporting Persons disclaim any beneficial ownership of any shares of Class A Common Stock that may be referenced in the swap contracts or shares of Class A Common Stock or other securities or financial instruments that may be held from time to time by any counterparty to the contracts.