13D Filing: Pershing Square and Air Products & Chemicals Inc (APD)

Page 5 of 8 – SEC Filing


Item 1. Security and Issuer

This Amendment No. 4 to Schedule 13D (this Amendment
No.
 4) amends and supplements the statement on Schedule 13D (the Original Schedule 13D), filed on July 31, 2013 (the Original Schedule 13D, as amended and supplemented through the date of this
Amendment No. 4, the Schedule 13D), and is filed by Pershing Square Capital Management, L.P., a Delaware limited partnership (Pershing Square); PS Management GP, LLC, a Delaware limited liability company
(PS Management); and William A. Ackman, a citizen of the United States of America (together with Pershing Square, and PS Management, the Reporting Persons), relating to the common stock, par value $1.00 per
share (the Common Stock), of Air Products and Chemicals, Inc., a Delaware corporation (the Issuer). Pursuant to the PSV Partnership Agreements, as defined in the Original Schedule 13D, PSV GP ceased to be a
Reporting Person for purposes of this Schedule 13D. Capitalized terms used but not defined in this Amendment No. 4 shall have the meanings set forth in the Schedule 13D. The principal executive offices of the Issuer are located at: 7201
Hamilton Boulevard, Allentown, Pennsylvania 18195-1501.

As of May 16, 2017, the Reporting Persons beneficially owned an aggregate of
10,818,001 shares of Common Stock, representing approximately 4.97% of the outstanding shares of Common Stock of the Issuer. The entirety of this number represents shares of Common Stock underlying over-the-counter American-style call options.

Except as specifically amended by this Amendment
No. 4, items in the Schedule 13D are unchanged.

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented by
adding the following information:

On May 15, 2017, the Reporting Persons, on behalf of PS, PS II, Pershing Square
International, and PSH: (a) sold 1,880,138 shares of Common Stock through a block transaction, and (b) unwound 2,119,862 over-the-counter American-style call
options (the Transactions).

Since the date of the filing of Amendment No. 3, including the Transactions, the
number of shares of Common Stock beneficially owned by the Reporting Persons has been reduced, in the aggregate, by 6,155,075.

Item 5. Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and
supplemented by adding the following information:

(a) , (b) The Reporting Persons beneficially own an aggregate of 10,818,001
shares of Common Stock (the Subject Shares), the entirety of which is in the form of over-the-counter American-style call options. The Subject Shares
beneficially owned by the Reporting Persons represent approximately 4.97% of the shares of Common Stock issued and outstanding (based on 217,724,491 shares of Common Stock, outstanding as of March 31, 2017 as reported in the Issuers
Quarterly Report on Form 10-Q filed on April 27, 2017 for the quarterly period ended March 31, 2017).

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