At Insider Monkey, we closely monitor the moves made by activist investors. Their targets are often undervalued stocks with firm foundations that for one reason or another have failed to execute. At times, all it takes is a fresh outlook and a slight tweak to completely alter the makeup and efficiency of a company, and activists can provide this. They also shine a spotlight on shareholder value creation, which can be neglected by entrenched management who often have their priorities elsewhere. Below and on the following pages we have embedded the latest 13D activist filing related to CDK Global Inc (NASDAQ:CDK), which was recently submitted by Fir Tree, founded by Jeffrey Tannenbaum. The filing shows that Fir Tree currently holds 9.14 million shares, down from 9.74 million CDK shares owned at the end of 2015. Fir Tree sold off nearly 1.00 million CDK shares during the fourth quarter.
You can access the original SEC filing by clicking here.
Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Fir Tree Inc | 9,139,536 | 0 | 9,139,536 | 0 | 9,139,536 | 5.9% |
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Page 1 of 8 SEC Filing
| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| SCHEDULE 13D/A | |
| Under the Securities Exchange Act of 1934 | |
| (Amendment No. 3)* | |
| CDK Global, | |
| (Name of Issuer) | |
| Common Stock, | |
| (Title of Class of Securities) | |
| 12508E101 | |
| (CUSIP Number) | |
| Brian Meyer Fir Tree Inc. 505 Fifth Avenue 23rd Floor New York, New York 10017 | |
| (212) 599-0090 | |
| Marc Weingarten, Esq. Eleazer Klein, Esq. Schulte Roth & Zabel LLP 919 Third Avenue New York, New York 10022 | |
| (Name, Address and Telephone Number of Person | |
| Authorized to Receive Notices and Communications) | |
| February | |
| (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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule
13d-1(f) or Rule 13d-1(g), check the following box. [ ]
(Page 1 of 8 Pages)
______________________________
* The remainder of this cover page shall be filled out for a reporting
person’s 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 (“Act”) 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).
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Page 2 of 8 SEC Filing
| 1 | NAME OF REPORTING PERSON Fir Tree Inc. | |||
| 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 PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION New York | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7 | SOLE VOTING POWER 9,139,536 shares of Common Stock | ||
| 8 | SHARED VOTING POWER 0 | |||
| 9 | SOLE DISPOSITIVE POWER 9,139,536 shares of Common Stock | |||
| 10 | SHARED DISPOSITIVE POWER 0 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 9,139,536 shares of Common Stock | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.9% | |||
| 14 | TYPE OF REPORTING PERSON IA; CO | |||
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Page 3 of 8 SEC Filing
| This Amendment No. 3 (“Amendment No. 3“) amends the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC“) on December 8, 2014 (the “Original Schedule 13D“), as amended by Amendment No. 1 filed with the SEC on May 15, 2015 (“Amendment No. 1“) and Amendment No. 2 filed with the SEC on August 14, 2015 (“Amendment No. 2“, and together with the Original Schedule 13D, Amendment No. 1 and this Amendment No. 3, the “Schedule 13D“) with respect to the common stock, $0.01 par value (the “Common Stock“), of CDK Global, Inc., a Delaware corporation (the “Issuer“). Capitalized terms used herein and not otherwise defined in this Amendment No. 3 have the meanings set forth in the Schedule 13D. This Amendment No. 3 amends Items 2, 3 and 5 as set forth below. |
| Item 2. | IDENTITY AND BACKGROUND |
| Item 2 of the Schedule 13D is hereby amended and restated as follows: | |
| (a) and (b), Name of Person Filing, Address of Principal Place of Business and Principal Office, and (f) Place of Organization: | |
| Fir Tree Inc. (“Fir Tree” or the “Reporting Person“) | |
| 505 Fifth Avenue | |
| 23rd Floor | |
| New York, New York 10017 | |
| A New York corporation | |
| Fir Tree is the investment manager to certain private-pooled investment vehicles for which Fir Tree serves as the investment manager (the “Fir Tree Funds“), and has been granted investment discretion over portfolio investments, including the Common Stock held by the Fir Tree Funds. | |
| The filing of this statement should not be construed as an admission that the Reporting Person is, for the purposes of Section 13 of the Act, the beneficial owner of the Shares reported herein. | |
| (c) Principal occupation or employment: | |
| Fir Tree provides investment management services to private individuals and institutions and its principal business is investment management. | |
| (d) Conviction in criminal proceedings: | |
| The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
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Page 4 of 8 SEC Filing
| (e) Civil Proceedings: | |
| The Reporting Person has not, 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. | |
| Information regarding each executive officer and director of Fir Tree is set forth in Schedule A attached hereto and is incorporated herein by reference. | |
| Item 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
| The first sentence of Item 3 of the Schedule 13D is hereby amended and restated as follows: | |
| The Common Stock reported herein by the Reporting Person were acquired at an aggregate purchase price of $260,532,068 (excluding brokerage commissions). Such Common Stock was acquired with investment funds of the Fir Tree Funds. | |
| Item 5. | INTEREST IN SECURITIES OF THE ISSUER | ||
| Items 5(a), (b) and (c) of the Schedule 13D are hereby amended and restated as follows: | |||
| (a) | The aggregate number and percentage of shares of Common Stock to which this Schedule 13D relates is 9,139,536 shares of Common Stock, constituting approximately 5.9% of the Issuer’s currently outstanding Common Stock. The aggregate number and percentage of shares of Common Stock reported herein are based upon the 155,276,390 shares of Common Stock outstanding as of January 29, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2015, filed with the SEC on February 3, 2016. | ||
| (a) | As of the date hereof, Fir Tree may be deemed the beneficial owner Percentage: Approximately 5.9% as of the date hereof. | ||
| (b) | 1. | Sole power to vote or direct vote: 9,139,536 shares of Common Stock | |
| 2. | Shared power to vote or direct vote: 0 | ||
| 3. | Sole power to dispose or direct the disposition: 9,139,536 shares of Common Stock | ||
| 4. | Shared power to dispose or direct the disposition: 0 | ||
| To the knowledge of the Reporting Person, the executive officers and directors of Fir Tree have no beneficial ownership of shares of Common Stock separate from the beneficial ownership held by the Reporting Person. | |||
| (b) | Fir Tree has the sole power to vote or direct the voting, and to dispose or direct the disposition of, the 9,139,536 shares of Common Stock held by the Fir Tree Funds. | ||
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Page 5 of 8 SEC Filing
| (c) | The Information concerning transactions in the shares of Common Stock effected by the Reporting Person during the past sixty days is set forth in Schedule B hereto and is incorporated herein by reference. Unless otherwise indicated, all of such transactions were effected in the open market. |
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Page 6 of 8 SEC Filing
SIGNATURES
After reasonable inquiry and to the best
of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: February 16, 2016
| FIR TREE INC. | |||
| By: | /s/ James Walker | ||
| Name: | James Walker | ||
| Title | Managing Director | ||
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Page 7 of 8 SEC Filing
Schedule A
Information Regarding the Instruction
C Persons
The following sets forth the name, position, address, principal
occupation, and citizenship of each director and executive officer of the Reporting Person and the name, state of organization,
principal business, and address of the principal place of business and principal office of each general partner of the Reporting
Person (such executive officers, directors, and general partners, the “Instruction C Persons”). To the best
of the Reporting Person’s knowledge, (i) none of the Instruction C Persons during the last five years has been convicted
in a criminal proceeding (excluding traffic violations or other similar misdemeanors) or 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 and (ii) none of the Instruction C Persons owns any shares of Common
Stock.
| Name | Position | Address | Principal Occupation | Citizenship |
| Jeffrey Tannenbaum | Sole Director, President and Chairman of the Board | 505 Fifth Avenue, 23rd Floor New York, NY 10017 | President of Fir Tree Inc. | United States |
| James Walker | Managing Director | 505 Fifth Avenue, 23rd Floor New York, NY 10017 | Managing Director of Fir Tree Inc. | United States |
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Page 8 of 8 SEC Filing
Schedule B
Transaction History with respect
to the Common Stock
This Schedule sets forth information
with respect to each purchase and sale of shares of Common Stock that were effectuated by the Reporting Person during the past
sixty days. Unless otherwise indicated, all transactions were effectuated in the open market through a broker and all prices exclude
brokerage commissions.
| Trade Date | Type of Security | Shares Purchased (Sold) | Price Per Share ($) |
| 12/18/2015 | Common Stock | (100) | 48.00 |
| 12/23/2015 | Common Stock | (11,600) | 48.08 |
| 12/24/2015 | Common Stock | (11,805) | 48.11 |
| 12/28/2015 | Common Stock | (29,600) | 48.53 |
| 12/29/2015 | Common Stock | (36,695) | 49.32 |
| 12/29/2015 | Common Stock | (1,738) | 49.01 |
| 01/07/2016 | Common Stock | (13,750) | 46.30 |
| 01/08/2016 | Common Stock | (4,700) | 45.21 |
| 01/11/2016 | Common Stock | (34,000) | 43.72 |
| 01/12/2016 | Common Stock | (34,000) | 43.94 |
| 01/13/2016 | Common Stock | (19,100) | 44.00 |
| 01/14/2016 | Common Stock | (35,000) | 43.72 |
| 01/19/2016 | Common Stock | 43,757 | 42.84 |
| 01/19/2016 | Common Stock | (200) | 44.03 |
| 01/20/2016 | Common Stock | 300 | 40.07 |
| 01/26/2016 | Common Stock | 22,055 | 43.56 |
| 01/26/2016 | Common Stock | (10,780) | 43.59 |
| 01/29/2016 | Common Stock | (80,000) | 44.28 |
| 01/29/2016 | Common Stock | (55,702) | 44.38 |
| 02/01/2016 | Common Stock | (48,602) | 44.16 |
| 02/02/2016 | Common Stock | 21,870 | 43.27 |
| 02/02/2016 | Common Stock | (10,100) | 44.01 |
| 02/03/2016 | Common Stock | (100,000) | 44.87 |
| 02/04/2016 | Common Stock | (100,000) | 44.75 |
| 02/05/2016 | Common Stock | (81,481) | 44.20 |
| 02/08/2016 | Common Stock | (60,000) | 43.19 |
| 02/11/2016 | Common Stock | (900) | 41.72 |
| 02/12/2016 | Common Stock | 17,850 | 42.42 |
| 02/16/2016 | Common Stock | (20,000) | 42.77 |
