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SEC Filings

SC 13D/A
STARBOARD VALUE LP filed this Form SC 13D/A on 12/11/2018
Entire Document
 

CUSIP NO. 345605109

The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.

 

Item 4.Purpose of Transaction.

Item 4 is hereby amended to add the following:

On December 7, 2018, the acquisition of the Issuer by Antlia Holdings LLC (“Antlia”), was consummated pursuant to the terms of that certain Agreement and Plan of Merger, dated July 30, 2018 (the “Merger Agreement”), by and among the Issuer, Antlia and Antlia Merger Sub Inc., a wholly owned subsidiary of Antlia (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub merged with and into the Issuer (the “Merger”), with the Issuer surviving the Merger as a wholly owned subsidiary of Antlia. Effective December 7, 2018, each Share owned by the Reporting Persons was cancelled and automatically converted into the right to receive $25.35 in cash, without interest, pursuant to the Merger Agreement. Accordingly, as a result of the Merger, the Reporting Persons no longer beneficially own any Shares of the Issuer.

 

Item 5.Interest in Securities of the Issuer.

Item 5 is hereby amended and restated to read as follows:

(a)-(b) Effective December 7, 2018, as a result of the Merger, each Share owned by the Reporting Persons was converted into the right to receive $25.35 in cash, without interest, pursuant to the Merger Agreement. Accordingly, the Reporting Persons no longer beneficially own any Shares of the Issuer.

(c) The Reporting Persons have not entered into any transactions in the Shares during the past sixty days.

(d) Not applicable.

(e) As of December 7, 2018, the Reporting Persons ceased to be the beneficial owners of more than 5% of the Shares of the Issuer.

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