Page 5 of 10 SEC Filing
| CUSIP No. | 67011P100 | ||
| Item 1. | Security and Issuer. |
| The name of the issuer is NOW Inc. (the “Issuer”). The address of the Issuer’s offices is 7402 North Eldridge Parkway, Houston, Texas 77041. This Schedule 13D relates to the Issuer’s Common Stock, par value $0.01 per share (the “Shares”). | ||
| Item 2. | Identity and Background. |
(a-c, f) This Schedule 13D is being filed jointly by Fairholme Capital Management, L.L.C. (“Fairholme”), a Delaware limited liability company, The Fairholme Fund and The Fairholme Allocation Fund, each a series of Fairholme Funds, Inc. (the “Fund”), a Maryland investment company and Bruce R. Berkowitz, a United States citizen (collectively with Fairholme and the Fund, the “Reporting Persons”).
The principal business address of the Reporting Persons is 4400 Biscayne Boulevard, 9th Floor, Miami, FL 33137.
Bruce R. Berkowitz is the control person of the sole member of Fairholme, an investment management firm that serves as the investment adviser to the Fund and other advisory accounts.
(d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.
| Item 3. | Source and Amount of Funds or Other Consideration. |
| The funds for the purchase of the Shares came from the working capital of the Fund and the advisory accounts over which Bruce Berkowitz, through his role at Fairholme, exercises investment discretion. No borrowed funds were used to purchase the Shares. | ||
| Item 4. | Purpose of Transaction. |
The Reporting Persons have acquired their Shares of the Issuer for investment. The Reporting Persons evaluate their investment in the Shares on a continual basis. The Reporting Persons have no plans or proposals as of the date of this filing which, relate to, or would result in, any of the actions enumerated in Item 4 of the instructions to Schedule 13D, except as set forth below.
The Reporting Persons reserve the right to be in contact with members of the Issuer’s management, the members of the Issuer’s Board of Directors, other significant shareholders and others regarding alternatives that the Issuer could employ to increase shareholder value. In addition, the Reporting Persons will be in contact with members of the Issuer’s management, the members of the Issuer’s Board of Directors, other significant shareholders and others regarding the Reporting Persons’ views on the long-term prospects of the Issuer. The contact may include proposing or considering any of the actions enumerated in Item 4 of the instructions to Schedule 13D. In connection with the foregoing, the Reporting Persons have contacted members of the Issuer’s management about a possible merger with another issuer.
The Reporting Persons reserve the right to effect transactions that would change the number of shares they may be deemed to beneficially own.
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