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Filing Details

Accession Number:
0000914121-19-001489
Form Type:
13D Filing
Publication Date:
2019-06-07 17:16:15
Filed By:
Marcato Capital Management
Company:
Terex Corp (NYSE:TEX)
Filing Date:
2019-06-07
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Marcato Capital Management 0 2,830,470 0 2,830,470 2,830,470 4.0%
Richard T. McGuire III 0 2,830,470 0 2,830,470 2,830,470 4.0%
Marcato International Master Fund Ltd 0 2,830,470 0 2,830,470 2,830,470 4.0%
Filing
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 6)
 
 
Terex Corporation
(Name of Issuer)
 
 
Common Stock, par value $0.01 per share
(Title of Class of Securities)
 
 
880779103
(CUSIP Number)
 
 
Richard T. McGuire III
Marcato Capital Management LP
Four Embarcadero Center, Suite 2100
San Francisco, CA 94111
(415) 796-6350
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
 
 
Copies to:
 
Richard M. Brand
Joshua A. Apfelroth
Cadwalader, Wickersham & Taft LLP
One World Financial Center
New York, NY 10281
(212) 504-6000
 
 
June 7, 2019
(Date of Event Which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
 
*The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 880779103
 
SCHEDULE 13D
Page 2 of 7
 
1
NAME OF REPORTING PERSON OR
 
 
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
 
 
Marcato Capital Management LP
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) 
 
(b) 
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS
 
 
AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
2,830,470
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
2,830,470
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,830,470
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
4.0%
 
 
 
 
14
TYPE OF REPORTING PERSON
 
 
IA
 
 

CUSIP No. 880779103
 
SCHEDULE 13D
Page 3 of 7
 
1
NAME OF REPORTING PERSON OR
 
 
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
 
 
Richard T. McGuire III
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS
 
 
AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States of America
 
 
 
 
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
2,830,470
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
2,830,470
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,830,470
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
4.0%
 
 
 
 
14
TYPE OF REPORTING PERSON
 
 
IN
 
 

CUSIP No. 880779103
 
 
SCHEDULE 13D
Page 4 of 7
 
1
NAME OF REPORTING PERSON OR
 
 
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
 
 
Marcato International Master Fund Ltd.
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS
 
 
WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Cayman Islands
 
 
 
 
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
2,830,470
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
2,830,470
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,830,470
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
4.0%
 
 
 
 
14
TYPE OF REPORTING PERSON
 
 
OO
 
 
 
 

CUSIP No. 880779103
 
SCHEDULE 13D
Page 5 of 7
 
This amendment No. 6 to Schedule 13D (this Amendment No. 6) amends and supplements the Schedule 13D filed on July 28, 2016 (the Initial Statement and, as amended and supplemented through the date of this Amendment No. 6, collectively the Statement), by the undersigned, relating to the Common Stock, par value $0.01 per share (the Shares), of Terex Corporation, a Delaware corporation (the Issuer). Capitalized terms used and not defined in this Amendment No. 6 shall have the meaning ascribed to them in the Statement.
 
The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant.
 
Except as specifically amended by this Amendment No. 6, the Statement is unchanged.

Item 5.
Interest in Securities of the Issuer.
 
Item 5 is hereby amended and restated in its entirety to read as follows:
 
(a) As of the date hereof, Marcato, Mr. McGuire and Marcato International may each be deemed to be the beneficial owners of 2,830,470 Shares (the Marcato Shares), constituting approximately 4.0% of the Shares, based upon 71,200,000 Shares outstanding as of April 29, 2019, as reported in the Issuers Quarterly Report on Form 10-Q for the quarter ended March 31, 2019.
 
(b) Marcato International may be deemed to have the shared power to vote or direct the vote (and the shared power to dispose or direct the disposition) of the Marcato Shares. Marcato, as the investment manager of Marcato International, may be deemed to have the shared power to vote or direct the vote (and the shared power to dispose or direct the disposition) of the Marcato Shares. By virtue of Mr. McGuires position as the managing partner of Marcato, Mr. McGuire may be deemed to have the shared power to vote or direct the vote (and the shared power to dispose or direct the disposition) of the Marcato Shares and, therefore, Mr. McGuire may be deemed to be the beneficial owner of the Marcato Shares. The number of Shares set forth above includes options, which give the Reporting Persons the right to acquire beneficial ownership of Shares.
 
(c) The transactions by the Reporting Persons in the securities of the Issuer during the past sixty days are set forth in Exhibit F, which is incorporated herein by reference. Except as set forth in Exhibit F attached hereto, there have been no other transactions by the Reporting Persons in the securities of the Issuer in the past sixty days.
 
(d) The limited partners of (or investors in) Marcato International, or its subsidiaries or affiliated entities, for which Marcato or its affiliates acts as general partner and/or investment manager, have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for the accounts of their respective funds in accordance with their respective limited partnership interests (or investment percentages) in their respective funds.

(e) Following the transactions described on Exhibit F hereto, each of the Reporting Persons ceased to be a beneficial owner of more than five percent of the Shares.
 
 
 
CUSIP No. 880779103
 
SCHEDULE 13D
Page 6 of 7
 
Item 7.
Material to be Filed as Exhibits
 
Item 7 is hereby supplementally amended by adding a reference to the following exhibit:
 
Exhibit F: Schedule of Transactions in Shares
 
 
 
 
CUSIP No. 880779103
 
SCHEDULE 13D
Page 7 of 7
 
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated: June 7, 2019
 
  Marcato Capital Management LP  
  By: Marcato Holdings LLC, its General Partner 
 
       

By:
/s/ Richard T. McGuire III  
    Richard T. McGuire III, Authorized Person  
   
 
  /s/ Richard T. McGuire III  
  Richard T. McGuire III  
       

  Marcato International Master Fund Ltd.  
       

By:
/s/ Richard T. McGuire III  
    Richard T. McGuire III, Director  
   
 
       




 
 
 
 
¨
This reporting person disclaims beneficial ownership of these reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that any such person is the beneficial owner of these securities for purposes of Section 16 of the U.S. Securities Exchange Act of 1934, as amended, or for any other purpose.
 
Exhibit F
 
Transactions
 
Together with Exhibit E, the following table sets forth all transactions with respect to Shares effected in the last sixty days by the Reporting Persons or on behalf of the Reporting Persons in respect of the Shares, inclusive of any transactions effected through 4:00 p.m., New York City time, on June 7, 2019.
 
Fund
Trade Date
Transaction
Shares Bought/(Sold)
Unit Cost
Security
Marcato International Master Fund Ltd.
06/07/2019
Sell
(1,600,000)
$27.31
Common Stock