Filing Details
- Accession Number:
- 0000899243-20-008163
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2020-03-13 07:40:39
- Reporting Period:
- 2020-03-11
- Accepted Time:
- 2020-03-13 07:40:39
- SEC Url:
- Form 4 Filing
Issuer
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1413084 | C Paul Hilal | 712 Fifth Avenue, Suite 17F New York NY 10019 | Yes | No | No | No | |
| 1695459 | Mantle Ridge Lp | 712 Fifth Avenue, Suite 17F New York NY 10019 | No | No | No | Yes | |
| 1785605 | Mr Bridgestone Advisor Llc | 712 Fifth Avenue, Suite 17F New York NY 10019 | No | No | No | Yes |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock | Disposition | 2020-03-11 | 20,517,966 | $26.01 | 3,579,199 | No | 4 | S | Indirect | See footnotes |
| Common Stock | Disposition | 2020-03-12 | 874,149 | $22.60 | 2,705,050 | No | 4 | S | Indirect | See footnotes |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | S | Indirect | See footnotes |
| No | 4 | S | Indirect | See footnotes |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Common Stock | Cash Settled Forward Contracts | Disposition | 2020-03-11 | 1,090,000 | $0.00 | 1,090,000 | $26.01 |
| Common Stock | Cash Settled Forward Contracts | Disposition | 2020-03-11 | 1,203,000 | $0.00 | 1,203,000 | $26.01 |
| Common Stock | Cash Settled Forward Contracts | Disposition | 2020-03-11 | 46,500 | $0.00 | 46,500 | $26.01 |
| Common Stock | Cash Settled Forward Contracts | Disposition | 2020-03-11 | 810,000 | $0.00 | 810,000 | $26.01 |
| Common Stock | Cash Settled Forward Contracts | Disposition | 2020-03-11 | 159,140 | $0.00 | 159,140 | $26.01 |
| Common Stock | Cash Settled Forward Contracts | Disposition | 2020-03-11 | 157,411 | $0.00 | 157,411 | $26.01 |
| Common Stock | Cash Settled Forward Contracts | Disposition | 2020-03-11 | 265,541 | $0.00 | 265,541 | $26.01 |
| Common Stock | Cash Settled Forward Contracts | Disposition | 2020-03-11 | 406,509 | $0.00 | 406,509 | $26.01 |
| Common Stock | Cash Settled Forward Contracts | Disposition | 2020-03-11 | 482,684 | $0.00 | 482,684 | $26.01 |
| Common Stock | Cash Settled Forward Contracts | Disposition | 2020-03-11 | 268,099 | $0.00 | 268,099 | $26.01 |
| Common Stock | Cash Settled Forward Contracts | Disposition | 2020-03-11 | 387,466 | $0.00 | 387,466 | $26.01 |
| Common Stock | Cash Settled Forward Contracts | Disposition | 2020-03-11 | 377,120 | $0.00 | 377,120 | $26.01 |
| Common Stock | Cash Settled Forward Contracts | Disposition | 2020-03-11 | 415,137 | $0.00 | 415,137 | $26.01 |
| Common Stock | Cash Settled Forward Contracts | Disposition | 2020-03-11 | 687,240 | $0.00 | 687,240 | $26.01 |
| Common Stock | Cash Settled Forward Contracts | Disposition | 2020-03-11 | 243,863 | $0.00 | 243,863 | $26.01 |
| Common Stock | Cash Settled Forward Contracts | Disposition | 2020-03-11 | 222,760 | $0.00 | 222,760 | $26.01 |
| Common Stock | Cash Settled Forward Contracts | Disposition | 2020-03-11 | 492,053 | $0.00 | 492,053 | $26.01 |
| Common Stock | Cash Settled Forward Contracts | Disposition | 2020-03-11 | 120,819 | $0.00 | 120,819 | $26.01 |
| Common Stock | Cash Settled Forward Contracts | Disposition | 2020-03-11 | 437,610 | $0.00 | 437,610 | $26.01 |
| Common Stock | Cash Settled Forward Contracts | Disposition | 2020-03-11 | 179,341 | $0.00 | 179,341 | $26.01 |
| Common Stock | Cash Settled Forward Contracts | Disposition | 2020-03-11 | 425,476 | $0.00 | 425,476 | $26.01 |
| Common Stock | Cash Settled Forward Contracts | Disposition | 2020-03-11 | 418,576 | $0.00 | 418,576 | $26.01 |
| Common Stock | Cash Settled Forward Contracts | Disposition | 2020-03-11 | 372,693 | $0.00 | 372,693 | $26.01 |
| Common Stock | Cash Settled Forward Contracts | Disposition | 2020-03-11 | 497,441 | $0.00 | 497,441 | $26.01 |
| Common Stock | Cash Settled Forward Contracts | Disposition | 2020-03-11 | 241,638 | $0.00 | 241,638 | $26.01 |
| Common Stock | Cash Settled Forward Contracts | Disposition | 2020-03-11 | 678,259 | $0.00 | 678,259 | $26.01 |
| Common Stock | Cash Settled Forward Contracts | Disposition | 2020-03-11 | 689,047 | $0.00 | 689,047 | $26.01 |
| Common Stock | Cash Settled Forward Contracts | Disposition | 2020-03-11 | 409,034 | $0.00 | 409,034 | $26.01 |
| Common Stock | Cash Settled Forward Contracts | Disposition | 2020-03-11 | 677,366 | $0.00 | 677,366 | $26.01 |
| Common Stock | Cash Settled Forward Contracts | Disposition | 2020-03-11 | 108,778 | $0.00 | 108,778 | $26.01 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 0 | 2019-08-13 | 2024-08-13 | Yes | 4 | J | Indirect |
| 0 | 2019-08-15 | 2024-08-15 | Yes | 4 | J | Indirect |
| 0 | 2019-08-16 | 2024-08-16 | Yes | 4 | J | Indirect |
| 0 | 2019-08-14 | 2024-08-14 | Yes | 4 | J | Indirect |
| 0 | 2019-07-26 | 2024-07-26 | Yes | 4 | J | Indirect |
| 0 | 2019-07-30 | 2024-07-30 | Yes | 4 | J | Indirect |
| 0 | 2019-07-29 | 2024-07-29 | Yes | 4 | J | Indirect |
| 0 | 2019-07-25 | 2024-07-25 | Yes | 4 | J | Indirect |
| 0 | 2019-07-11 | 2024-07-11 | Yes | 4 | J | Indirect |
| 0 | 2019-07-24 | 2024-07-24 | Yes | 4 | J | Indirect |
| 0 | 2019-07-12 | 2024-07-12 | Yes | 4 | J | Indirect |
| 0 | 2019-07-31 | 2024-07-31 | Yes | 4 | J | Indirect |
| 0 | 2019-07-15 | 2024-07-15 | Yes | 4 | J | Indirect |
| 0 | 2019-07-10 | 2024-07-10 | Yes | 4 | J | Indirect |
| 0 | 2019-07-18 | 2024-07-18 | Yes | 4 | J | Indirect |
| 0 | 2019-07-08 | 2024-07-08 | Yes | 4 | J | Indirect |
| 0 | 2019-07-17 | 2024-07-17 | Yes | 4 | J | Indirect |
| 0 | 2019-07-05 | 2024-07-05 | Yes | 4 | J | Indirect |
| 0 | 2019-07-16 | 2024-07-16 | Yes | 4 | J | Indirect |
| 0 | 2019-07-03 | 2024-07-03 | Yes | 4 | J | Indirect |
| 0 | 2019-07-19 | 2024-07-19 | Yes | 4 | J | Indirect |
| 0 | 2019-08-01 | 2024-08-01 | Yes | 4 | J | Indirect |
| 19,102 | 2019-07-23 | 2024-07-23 | Yes | 4 | J | Indirect |
| 0 | 2019-07-09 | 2024-07-09 | Yes | 4 | J | Indirect |
| 14,362 | 2019-07-02 | 2024-07-02 | Yes | 4 | J | Indirect |
| 174,300 | 2019-10-09 | 2024-10-09 | Yes | 4 | J | Indirect |
| 40,953 | 2019-06-28 | 2024-06-28 | Yes | 4 | J | Indirect |
| 63,966 | 2019-07-22 | 2024-07-22 | Yes | 4 | J | Indirect |
| 0 | 2019-10-09 | 2024-10-09 | Yes | 4 | J | Indirect |
| 35,222 | 2019-10-09 | 2024-10-09 | Yes | 4 | J | Indirect |
Footnotes
- In addition to Mantle Ridge LP, a Delaware limited partnership ("Mantle Ridge"), this Form 4 is being filed jointly by MR BridgeStone Advisor LLC, a Delaware limited liability company ("MR BridgeStone") and Paul C. Hilal, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as Mantle Ridge and may be deemed to have a pecuniary interest in securities reported on this Form 4 (the "Subject Securities"). All Subject Securities reported on this Form 4 are rounded up to the nearest whole share.
- MR BridgeStone, a wholly owned subsidiary of Mantle Ridge, advises the accounts of MR BridgeStone Offshore Fund AB Ltd and MR BridgeStone Offshore Fund CA 01 Ltd, each a Cayman Islands exempted company (all such funds and their subsidiaries together, the "Mantle Ridge Funds").
- MR BridgeStone, as the investment adviser to the Mantle Ridge Funds, and Mantle Ridge, as the sole member of MR BridgeStone, each may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. By virtue of Paul C. Hilal's position as ultimately controlling MR BridgeStone and Mantle Ridge, Paul C. Hilal may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.
- Paul C. Hilal is a member of the board of directors of the Issuer, and as a result, each of the Reporting Persons are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934.
- On March 11, 2020, the Mantle Ridge Funds simultaneously (a) restructured most of their cash settled forward agreements ("Cash Settled Forward Agreements") into American-style call options on cash-settled forwards ("CSF-Option Agreements") and (b) restructured most of their Common Stock investments into American-style physically settled call options on Common Stock ("Physically Settled Call Options"). On March 12, 2020, the Mantle Ridge Funds sold some of their CSF-Option Agreements and some of their remaining shares of Common Stock. In connection with these transactions, the Mantle Ridge Funds are transferring to the Issuer amounts prescribed by Section 16(b) of the Securities Exchange Act of 1934 and the rules thereunder arising from the reported transactions and previously reported transactions.
- Under the terms of each CSF-Option Agreement, if the relevant Mantle Ridge Fund exercises an option (and unless such Mantle Ridge Fund elects to settle such option for cash or for a net number of exercised forward agreements), upon paying the strike price, such Mantle Ridge Fund and its counterparty will be deemed to enter into a Cash Settled Forward Agreement referencing an aggregate number of shares of Common Stock equal to the notional shares underlying the exercised option. The forward price will equal the strike price plus the premium paid for the exercised option, subject to adjustment.
- Under the terms of each Cash Settled Forward Agreement, the relevant Mantle Ridge Fund will be required to pay to the counterparty any decrease in, and have the right to receive from the counterparty any increase in, the market price of the referenced notional number of shares of Common Stock compared with the forward price described above.
Billionaire Hedge Funds
