13D Filing: Blue Harbour Group and Investors Bancorp Inc. (NASDAQ:ISBC)

Page 6 of 8 – SEC Filing

The foregoing summary of the
Agreement is qualified in its entirety to the full text of the Agreement, which is attached hereto as Exhibit 2 and which
is incorporated herein by reference.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
Paragraphs (a) – (c) of Item 5 of the Schedule 13D are hereby amended and restated in their entirety as follows:
(a) – (b)
The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of this Schedule 13D are incorporated herein by reference.  As of the date hereof, the Reporting Persons beneficially own an aggregate of 29,582,428 shares of Common Stock, which shares of Common Stock may be deemed to be beneficially owned by each of the Manager, Manager GP and Mr. Robbins, and which represent approximately 9.5% of the outstanding Common Stock. All percentages set forth herein are based upon a total of 309,878,591 shares of Common Stock outstanding as of February 23, 2017, as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, filed with the SEC on March 1, 2017.
For purposes of disclosing the number of shares of Common Stock beneficially owned by each of the Reporting Persons, Manager, Manager GP and Mr. Robbins may be deemed to own beneficially (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) all shares of Common Stock that are owned beneficially and directly by the Reporting Persons.  Each of Manager, Manager GP and Mr. Robbins disclaims beneficial ownership of such shares of Common Stock for all other purposes.
(c) The Reporting Persons did not effect any transactions in the Common Stock during the past sixty days.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Item 6 of the Schedule 13D is hereby amended and supplemented as follows:
On March 27, 2017, the Issuer and the Manager entered into the Agreement, the terms of which are described in Item 4 of this Amendment No. 4. A copy of such agreement is attached hereto as Exhibit 2 and is incorporated herein by reference.

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