CDK Global Inc (CDK): Elliott Associates Sends Letter to Board & Outlines Plans for Company

The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”).  This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

The Reporting Persons may effect purchases of shares of Common Stock through margin accounts maintained for them with prime brokers, which extend margin credit as and when required to open or carry positions in their margin accounts, subject to applicable federal margin regulations, stock exchange rules and such firms’ credit policies. Positions in shares of Common Stock may be held in margin accounts and may be pledged as collateral security for the repayment of debit balances in such accounts. Since other securities may be held in such margin accounts, it may not be possible to determine the amounts, if any, of margin used to purchase shares of Common Stock.

Item 4 is hereby amended to add the following:

On May 4, 2016, the Reporting Persons delivered a letter to the Issuer’s Chairman, Chief Executive Officer, and Board of Directors, a copy of which is attached as Exhibit 99.1 hereto and is incorporated by reference herein.  In the letter, the Reporting Persons expressed their views regarding the Issuer’s business and urged the Issuer’s Board of Directors to implement the Reporting Persons’ value-maximizing plan to improve the Issuer’s business and drive significant stockholder value.

The Reporting Persons do not have any plans or proposals regarding the Issuer, its assets or its securities, except as set forth in the letter and discussed herein.

Item 5.

Interest in Securities of the Issuer.

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

The aggregate percentage of Common Stock reported owned by each person named herein is based upon 155,276,390 shares of Common Stock outstanding as of January 29, 2016, which is the total number of shares of Common Stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 3, 2016.

As of the close of business on May 3, 2016, Elliott beneficially owned 2,676,300 shares of Common Stock, constituting approximately 1.7% of the shares of Common Stock outstanding.