Page 7 of 8 – SEC Filing
Mr. Intrieri intends to review his investment in the Issuer on a continuing basis and may from time to time
and at any time in the future depending on various factors, including, without limitation, the Issuers financial position and strategic direction, actions taken by the Board, price levels of the Shares, other investment opportunities available
to Mr. Intrieri, conditions in the securities market and general economic and industry conditions, take such actions with respect to his investment in the Issuer as he deems appropriate, which may include without limitation: (i) acquiring
additional Securities in the open market or otherwise; (ii) disposing of any or all of his Securities in the open market or otherwise; (iii) engaging in any hedging or similar transactions with respect to the Securities; or
(iv) proposing or considering one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D.
| Item 5. | Interest in Securities of the Issuer |
(a)-(b) Corvex may be deemed to be the beneficial owner of
8,254,426 Shares and 1,456,048 Shares underlying the call options referenced below in this Item 5, which collectively represent approximately 9.9% of the Issuers outstanding Shares. By virtue of his position as control person of the general
partner of Corvex, Mr. Meister may be considered to beneficially own such Shares. Corvex and Mr. Meister may be deemed to have sole power to vote and sole power to dispose of 9,710,474 Shares.
The percentage calculated in the immediately foregoing paragraph and below is calculated based on a total of 97,201,944 Shares outstanding as of
October 31, 2017, as reported in the Issuers Quarterly Report on Form 10-Q filed with the SEC on November 8, 2017.
The call options referenced above are over-the-counter market American-style
call options referencing an aggregate of 1,456,048 Shares, which have an exercise price of $40 per Share and expire on January 31, 2019.
In
addition, Corvex sold over-the-counter market European-style put options referencing an aggregate of 1,456,048 Shares, which have an exercise price of $40 per Share and
expire on January 31, 2019 or the date on which the corresponding American-style call option described above in this Item 5 is exercised.
Also, the
American-style put options referencing an aggregate of 415,200 Shares with an exercise price of $40 per Share sold by Corvex expired by their terms on January 19, 2018.
Mr. Intrieri beneficially owns 10,500 Shares, representing less than 0.1% of the Issuers Shares. Mr. Intrieri may be deemed to have sole power
to vote and sole power to dispose of 10,500 Shares.
The Corvex Persons and Mr. Intrieri have determined to file this Schedule 13D jointly to report that
Mr. Intrieri has agreed to serve as one of the Corvex Nominees. There is no agreement between the Corvex Persons and Mr. Intrieri with respect to the voting, nor any restriction on the acquisition or disposition, of Shares of the Issuer held by such
persons. The filing of this statement should not be construed to be an admission that the Corvex Persons, on the one hand, and Mr. Intrieri on the other hand, are members of a group for the purposes of Section 13(d)(3) of the Exchange
Act.
(c) Except as set forth in this Schedule 13D, there have been no transactions in the Shares during the sixty days prior to the date hereof by any of
the Reporting Persons.
(d) The limited partners of (or investors in) each of the private investment funds for which Corvex or its affiliates acts as
general partner and/or investment adviser 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) Not applicable.
| Item 7. | Material to be Filed as Exhibits |
Exhibit 10 Joint Filing Agreement
Exhibit 11 Press Release
