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Hedge Funds

13D Filing: First Pacific Advisors LLC and Esterline Technologies Corp (ESL)

Published on June 19, 2017 at 4:27 pm by Insider Monkey Staff in Hedge Funds

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
First Pacific Advisors 0 3,383,941 0 3,383,941 3,383,941 11.4%
FPA Crescent Fund, a series of FPA Funds Trust 0 2,863,871 0 2,863,871 2,863,871 9.6%
FPA Global Opportunity Fund, a series of FPA Hawkeye Fund 0 69,506 0 69,506 69,506 0.2%
FPA Select Drawdown Fund 0 115,410 0 115,410 115,410 0.4%
FPA Select Fund, a series of FPA Hawkeye Fund 0 7,625 0 7,625 7,625 Less%
FPA Value Partners Fund, a series of FPA Hawkeye Fund 0 16,404 0 16,404 16,404 Less%
FPA Hawkeye Fund, a series of FPA Hawkeye Fund 0 39,911 0 39,911 39,911 0.1%
FPA Hawkeye-7 Fund, a series of FPA Hawkeye Fund 0 62,515 0 62,515 62,515 0.2%
J. Richard Atwood 0 3,383,941 0 3,383,941 3,383,941 11.4%
Steven T. Romick 0 3,383,941 0 3,383,941 3,383,941 11.4%
Brian A. Selmo 0 3,383,941 0 3,383,941 3,383,941 11.4%
Mark Landecker 0 3,383,941 0 3,383,941 3,383,941 11.4%

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Page 1 of 18 – SEC Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 6)*

ESTERLINE
TECHNOLOGIES CORPORATION

(Name of Issuer)

Common Stock, par value $0.20 per share

(Title and Class of Securities)

297425100

(CUSIP Number)

J. Richard Atwood

First Pacific Advisors, LLC

11601 Wilshire Blvd.

Suite 1200

Los Angeles,
CA 90025

(310) 473-0225

with a copy to:

Douglas A. Rappaport, Esq.

Akin Gump Strauss Hauer & Feld LLP

One Bryant Park

New
York, NY 10036

(212) 872-1000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 16, 2017

(Date
of Event Which Requires Filing of 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.  ☒

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b)
for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting persons 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 18 – SEC Filing

Schedule 13D

CUSIP No. 297425100
  (1) 

Name of
Reporting Persons:

First Pacific Advisors, LLC
  (2)

Check the Appropriate Box if a Member
of a Group (See Instructions):

(a)  ☐        (b)  ☐
  (3)

SEC Use Only:
  (4)

Source of Funds (See
Instructions):

    OO
  (5)

Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e):  ☐
  (6)

Citizenship or Place of
Organization:

    Delaware

NUMBER OF

SHARES

 BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

   (7) 

Sole Voting Power

    0
  (8)

Shared Voting Power

    3,383,941
  (9)

Sole Dispositive Power

    0
(10)

Shared Dispositive Power

    3,383,941
(11) 

Aggregate Amount Beneficially Owned by Each Reporting Person:

    3,383,941
(12)

Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions):  ☐
(13)

Percent of Class Represented by Amount
in Row (11):

    11.4% (1)
(14)

Type of Reporting Person (See
Instructions):

    IA, OO
(1) Based on 29,773,809 shares of common stock of Esterline Technologies Corporation (the Issuer) outstanding as of May 2, 2017, as reported in the Issuers Form 10-Q filed with the Securities and
Exchange Commission (the SEC) on May 5, 2017.

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Page 3 of 18 – SEC Filing

Schedule 13D

CUSIP No. 297425100
  (1) 

Name of
Reporting Persons:

FPA Crescent Fund, a series of FPA Funds Trust
  (2)

Check the Appropriate Box if a Member
of a Group (See Instructions):

(a)  ☐        (b)  ☐
  (3)

SEC Use Only:
  (4)

Source of Funds (See
Instructions):

    WC
  (5)

Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e):  ☐
  (6)

Citizenship or Place of
Organization:

    Delaware

NUMBER OF

SHARES

 BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

   (7) 

Sole Voting Power

    0
  (8)

Shared Voting Power

    2,863,871
  (9)

Sole Dispositive Power

    0
(10)

Shared Dispositive Power

    2,863,871
(11) 

Aggregate Amount Beneficially Owned by Each Reporting Person:

    2,863,871
(12)

Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions):  ☐
(13)

Percent of Class Represented by
Amount in Row (11):

    9.6% (1)
(14)

Type of Reporting Person (See
Instructions):

    IV
(1) Based on 29,773,809 shares of common stock of the Issuer outstanding as of May 2, 2017, as reported in the Issuers Form 10-Q filed with the SEC on May 5, 2017.

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Page 4 of 18 – SEC Filing

Schedule 13D

CUSIP No. 297425100
  (1) 

Name of
Reporting Persons:

FPA Global Opportunity Fund, a series of FPA Hawkeye Fund,
LLC
  (2)

Check the Appropriate Box if a Member
of a Group (See Instructions):

(a)  ☐        (b)  ☐
  (3)

SEC Use Only:
  (4)

Source of Funds (See
Instructions):

    WC
  (5)

Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e):  ☐
  (6)

Citizenship or Place of
Organization:

    Delaware

NUMBER OF

SHARES

 BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

   (7) 

Sole Voting Power

    0
  (8)

Shared Voting Power

    69,506
  (9)

Sole Dispositive Power

    0
(10)

Shared Dispositive Power

    69,506
(11) 

Aggregate Amount Beneficially Owned by Each Reporting Person:

    69,506
(12)

Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions):  ☐
(13)

Percent of Class Represented by
Amount in Row (11):

    0.2% (1)
(14)

Type of Reporting Person (See
Instructions):

    OO
(1) Based on 29,773,809 shares of common stock of the Issuer outstanding as of May 2, 2017, as reported in the Issuers Form 10-Q filed with the SEC on May 5, 2017.

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Page 5 of 18 – SEC Filing

Schedule 13D

CUSIP No. 297425100
  (1) 

Name of
Reporting Persons:

FPA Select Drawdown Fund, L.P.
  (2)

Check the Appropriate Box if a Member
of a Group (See Instructions):

(a)  ☐        (b)  ☐
  (3)

SEC Use Only:
  (4)

Source of Funds (See
Instructions):

    WC
  (5)

Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e):  ☐
  (6)

Citizenship or Place of
Organization:

    Delaware

NUMBER OF

SHARES

 BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

   (7) 

Sole Voting Power

    0
  (8)

Shared Voting Power

    115,410
  (9)

Sole Dispositive Power

    0
(10)

Shared Dispositive Power

    115,410
(11) 

Aggregate Amount Beneficially Owned by Each Reporting Person:

    115,410
(12)

Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions):  ☐
(13)

Percent of Class Represented by
Amount in Row (11):

    0.4% (1)
(14)

Type of Reporting Person (See
Instructions):

    PN
(1) Based on 29,773,809 shares of common stock of the Issuer outstanding as of May 2, 2017, as reported in the Issuers Form 10-Q filed with the SEC on May 5, 2017.

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Page 6 of 18 – SEC Filing

Schedule 13D

CUSIP No. 297425100
  (1) 

Name of
Reporting Persons:

FPA Select Fund, a series of FPA Hawkeye Fund, LLC
  (2)

Check the Appropriate Box if a Member
of a Group (See Instructions):

(a)  ☐        (b)  ☐
  (3)

SEC Use Only:
  (4)

Source of Funds (See
Instructions):

    WC
  (5)

Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e):  ☐
  (6)

Citizenship or Place of
Organization:

    Delaware

NUMBER OF

SHARES

 BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

   (7) 

Sole Voting Power

    0
  (8)

Shared Voting Power

    7,625
  (9)

Sole Dispositive Power

    0
(10)

Shared Dispositive Power

    7,625
(11) 

Aggregate Amount Beneficially Owned by Each Reporting Person:

    7,625
(12)

Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions):  ☐
(13)

Percent of Class Represented by
Amount in Row (11):

    Less than 0.1% (1)
(14)

Type of Reporting Person (See
Instructions):

    OO
(1) Based on 29,773,809 shares of common stock of the Issuer outstanding as of May 2, 2017, as reported in the Issuers Form 10-Q filed with the SEC on May 5, 2017.

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Page 7 of 18 – SEC Filing

Schedule 13D

CUSIP No. 297425100
  (1) 

Name of
Reporting Persons:

FPA Value Partners Fund, a series of FPA Hawkeye Fund,
LLC
  (2)

Check the Appropriate Box if a Member
of a Group (See Instructions):

(a)  ☐        (b)  ☐
  (3)

SEC Use Only:
  (4)

Source of Funds (See
Instructions):

    WC
  (5)

Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e):  ☐
  (6)

Citizenship or Place of
Organization:

    Delaware

NUMBER OF

SHARES

 BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

   (7) 

Sole Voting Power

    0
  (8)

Shared Voting Power

    16,404
  (9)

Sole Dispositive Power

    0
(10)

Shared Dispositive Power

    16,404
(11) 

Aggregate Amount Beneficially Owned by Each Reporting Person:

    16,404
(12)

Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions):  ☐
(13)

Percent of Class Represented by
Amount in Row (11):

    Less than 0.1% (1)
(14)

Type of Reporting Person (See
Instructions):

    OO
(1) Based on 29,773,809 shares of common stock of the Issuer outstanding as of May 2, 2017, as reported in the Issuers Form 10-Q filed with the SEC on May 5, 2017.

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Page 8 of 18 – SEC Filing

Schedule 13D

CUSIP No. 297425100
  (1) 

Name of
Reporting Persons:

FPA Hawkeye Fund, a series of FPA Hawkeye Fund, LLC
  (2)

Check the Appropriate Box if a Member
of a Group (See Instructions):

(a)  ☐        (b)  ☐
  (3)

SEC Use Only:
  (4)

Source of Funds (See
Instructions):

    WC
  (5)

Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e):    ☐
  (6)

Citizenship or Place of
Organization:

    Delaware

NUMBER OF

SHARES

 BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

   (7) 

Sole Voting Power

    0
  (8)

Shared Voting Power

    39,911
  (9)

Sole Dispositive Power

    0
(10)

Shared Dispositive Power

    39,911
(11) 

Aggregate Amount Beneficially Owned by Each Reporting Person:

    39,911
(12)

Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions):    ☐
(13)

Percent of Class Represented by
Amount in Row (11):

    0.1% (1)
(14)

Type of Reporting Person (See
Instructions):

    OO
(1) Based on 29,773,809 shares of common stock of the Issuer outstanding as of May 2, 2017, as reported in the Issuers Form 10-Q filed with the SEC on May 5, 2017.

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Page 9 of 18 – SEC Filing

Schedule 13D

CUSIP No. 297425100
  (1) 

Name of
Reporting Persons:

FPA Hawkeye-7 Fund, a
series of FPA Hawkeye Fund, LLC
  (2)

Check the Appropriate Box if a Member
of a Group (See Instructions):

(a)  ☐        (b)  ☐
  (3)

SEC Use Only:
  (4)

Source of Funds (See
Instructions):

    WC
  (5)

Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e):  ☐
  (6)

Citizenship or Place of
Organization:

    Delaware

NUMBER OF

SHARES

 BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

   (7) 

Sole Voting Power

    0
  (8)

Shared Voting Power

    62,515
  (9)

Sole Dispositive Power

    0
(10)

Shared Dispositive Power

    62,515
(11) 

Aggregate Amount Beneficially Owned by Each Reporting Person:

    62,515
(12)

Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions):  ☐
(13)

Percent of Class Represented by
Amount in Row (11):

    0.2% (1)
(14)

Type of Reporting Person (See
Instructions):

    OO
(1) Based on 29,773,809 shares of common stock of the Issuer outstanding as of May 2, 2017, as reported in the Issuers Form 10-Q filed with the SEC on May 5, 2017.

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Page 10 of 18 – SEC Filing

Schedule 13D

CUSIP No. 297425100
  (1) 

Name of
Reporting Persons:

J. Richard Atwood
  (2)

Check the Appropriate Box if a Member
of a Group (See Instructions):

(a)  ☐        (b)  ☐
  (3)

SEC Use Only:
  (4)

Source of Funds (See
Instructions):

    OO
  (5)

Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e):  ☐
  (6)

Citizenship or Place of
Organization:

    United States

NUMBER OF

SHARES

 BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

   (7) 

Sole Voting Power

    0
  (8)

Shared Voting Power

    3,383,941
  (9)

Sole Dispositive Power

    0
(10)

Shared Dispositive Power

    3,383,941
(11) 

Aggregate Amount Beneficially Owned by Each Reporting Person:

    3,383,941
(12)

Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions):  ☐
(13)

Percent of Class Represented by Amount
in Row (11):

    11.4% (1)
(14)

Type of Reporting Person (See
Instructions):

    IN, HC
(1) Based on 29,773,809 shares of common stock of the Issuer outstanding as of May 2, 2017, as reported in the Issuers Form 10-Q filed with the SEC on May 5, 2017.

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Page 11 of 18 – SEC Filing

Schedule 13D

CUSIP No. 297425100
  (1) 

Name of
Reporting Persons:

Steven T. Romick
  (2)

Check the Appropriate Box if a Member
of a Group (See Instructions):

(a)  ☐        (b)  ☐
  (3)

SEC Use Only:
  (4)

Source of Funds (See
Instructions):

    OO
  (5)

Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e):  ☐
  (6)

Citizenship or Place of
Organization:

    United States

NUMBER OF

SHARES

 BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

   (7) 

Sole Voting Power

    0
  (8)

Shared Voting Power

    3,383,941
  (9)

Sole Dispositive Power

    0
(10)

Shared Dispositive Power

    3,383,941
(11) 

Aggregate Amount Beneficially Owned by Each Reporting Person:

    3,383,941
(12)

Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions):  ☐
(13)

Percent of Class Represented by
Amount in Row (11):

    11.4% (1)
(14)

Type of Reporting Person (See
Instructions):

    IN, HC
(1) Based on 29,773,809 shares of common stock of the Issuer outstanding as of May 2, 2017, as reported in the Issuers Form 10-Q filed with the SEC on May 5, 2017.

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Page 12 of 18 – SEC Filing

Schedule 13D

CUSIP No. 297425100
  (1) 

Name of
Reporting Persons:

Brian A. Selmo
  (2)

Check the Appropriate Box if a Member
of a Group (See Instructions):

(a)  ☐        (b)  ☐
  (3)

SEC Use Only:
  (4)

Source of Funds (See
Instructions):

    OO
  (5)

Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e):  ☐
  (6)

Citizenship or Place of
Organization:

    United States

NUMBER OF

SHARES

 BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

   (7) 

Sole Voting Power

    0
  (8)

Shared Voting Power

    3,383,941
  (9)

Sole Dispositive Power

    0
(10)

Shared Dispositive Power

    3,383,941
(11) 

Aggregate Amount Beneficially Owned by Each Reporting Person:

    3,383,941
(12)

Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions):  ☐
(13)

Percent of Class Represented by
Amount in Row (11):

    11.4% (1)
(14)

Type of Reporting Person (See
Instructions):

    IN, HC
(1) Based on 29,773,809 shares of common stock of the Issuer outstanding as of May 2, 2017, as reported in the Issuers Form 10-Q filed with the SEC on May 5, 2017.

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Page 13 of 18 – SEC Filing

Schedule 13D

CUSIP No. 297425100
  (1) 

Name of
Reporting Persons:

Mark Landecker
  (2)

Check the Appropriate Box if a Member
of a Group (See Instructions):

(a)  ☐        (b)  ☐
  (3)

SEC Use Only:
  (4)

Source of Funds (See
Instructions):

    OO
  (5)

Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e):  ☐
  (6)

Citizenship or Place of
Organization:

    Canada

NUMBER OF

SHARES

 BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

   (7) 

Sole Voting Power

    0
  (8)

Shared Voting Power

    3,383,941
  (9)

Sole Dispositive Power

    0
(10)

Shared Dispositive Power

    3,383,941
(11) 

Aggregate Amount Beneficially Owned by Each Reporting Person:

    3,383,941
(12)

Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions):  ☐
(13)

Percent of Class Represented by
Amount in Row (11):

    11.4% (1)
(14)

Type of Reporting Person (See
Instructions):

    IN, HC
(1) Based on 29,773,809 shares of common stock of the Issuer outstanding as of May 2, 2017, as reported in the Issuers Form 10-Q filed with the SEC on May 5, 2017.

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Page 14 of 18 – SEC Filing

Amendment No. 6 to Schedule 13D

The following constitutes Amendment No. 6 (Amendment No. 6) to the Schedule 13D filed with the Securities and Exchange Commission (the
SEC) by First Pacific Advisors, LLC (FPA), FPA Crescent Fund, a series of FPA Funds Trust (FPA Crescent Fund), FPA Global Opportunity Fund, a series of FPA Hawkeye Fund, LLC (FPA Global Opportunity),
FPA Select Drawdown Fund, L.P. (FPA Select Drawdown), FPA Select Fund, a series of FPA Hawkeye Fund, LLC (FPA Select), FPA Value Partners Fund, a series of FPA Hawkeye Fund, LLC (FPA Value Partners), FPA Hawkeye
Fund, a series of FPA Hawkeye Fund, LLC (FPA Hawkeye), FPA Hawkeye-7 Fund, a series of FPA Hawkeye Fund, LLC (FPA Hawkeye-7), J. Richard Atwood, Steven T. Romick, Brian A. Selmo, and Mark Landecker (collectively, the
Reporting Persons) on June 27, 2016, as amended by Amendment No. 1 filed on September 19, 2016, Amendment No. 2 filed on September 28, 2016, Amendment No. 3 filed on October 12, 2016, Amendment
No. 4 filed on October 19, 2016, and Amendment No. 5 filed on May 2, 2017. This Amendment No. 6 amends and supplements the Schedule 13D as specifically set forth herein.

All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D, as amended.
Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

ITEM 4. PURPOSE OF TRANSACTION

Item 4 of Schedule 13D is supplemented and superseded, as the case may
be, as follows:

Pursuant to Section 1(f) of the Agreement, on June 16, 2017, the FPA Parties submitted a request (the Request) to
the Issuer that the Board take all necessary actions (including all necessary Board approvals and recommendations, subject to the Boards fiduciary duties) to allow the stockholders of the Issuer to vote at the Issuers 2018 annual meeting
of stockholders on a binding proposal to amend the Issuers Certificate of Incorporation to eliminate the Issuers classified Board.

Going
forward, the Reporting Persons may have conversations with members of the Issuers management team and members of the Board regarding multiple topics, including, but not limited to, corporate governance and the composition of the Board,
suggestions for candidates to the Board, general business operations and strategic alternatives to promote long-term value for the benefit of all shareholders. Except to the extent restricted by the Agreement, the Reporting Persons may engage in
communications with one or more officers, members of the Board, representatives, shareholders of the Issuer and other relevant parties regarding the Issuers business and certain initiatives, which could include one or more of the items in
subsections (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect
thereto.

The Reporting Persons continuously assess the Issuers business, financial condition, results of operations and prospects, general economic
conditions, other developments and additional investment opportunities. Depending on such assessments and in compliance with any applicable agreements, including the Agreement, the Reporting Persons may acquire additional securities of the Issuer or
new securities of the Issuer, engage in any hedging or similar transactions with respect to the Issuers securities, or may determine to sell or otherwise dispose of all or some of the Issuers securities in the open market, as applicable,
in privately negotiated transactions, in transactions directly with the Issuer or otherwise. Such actions will depend upon a variety of factors, including, without limitation, current and anticipated future trading prices, the financial condition,
results of operations and prospects of the Issuer, alternative investment opportunities, general economic, financial market and industry conditions and other factors that the Reporting Persons may deem material to their investment decision.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

Item 5 of Schedule 13D is hereby amended and restated in its
entirety as follows:

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Page 15 of 18 – SEC Filing

(a) and (b) Items 7 through 11 and 13 of each of the cover pages of this Schedule 13D are incorporated
herein by reference.

Set forth below is the aggregate number of shares of Common Stock directly held, as of the date hereof, by each of the following FPA
investment advisory clients.

Holder

Total Number of Shares

FPA Crescent Fund

 2,863,871 shares of Common Stock

Managed Accounts

 208,699 shares of Common Stock

FPA Global Opportunity

 69,506 shares of Common Stock

FPA Select Drawdown

 115,410 shares of Common Stock

FPA Select

 7,625 shares of Common Stock

FPA Value Partners

 16,404 shares of Common Stock

FPA Hawkeye

 39,911 shares of Common Stock

FPA Hawkeye-7

 62,515 shares of Common Stock

As the investment adviser of FPA Crescent Fund, the Managed Accounts and the Private Investment Funds (collectively, the
FPA Clients), FPA may be deemed to share voting and/or investment power over the securities of the Issuer held by the FPA Clients and therefore may be deemed to beneficially own such securities.

(c) Except as disclosed in Exhibit 99.1 or previous amendments to Schedule 13D, there have been no transactions in securities of the Issuer during the 60 days
prior to the date hereof by any of the Reporting Persons. Exhibit 99.1 is incorporated herein by reference.

(d) The disclosure regarding the relationship
between the Reporting Persons in Item 2(c) of this Schedule 13D is incorporated by reference herein. The limited partners of (or investors in) each of the FPA Clients for which FPA acts as general partner, managing member and/or investment
adviser have the right to participate in the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock 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 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Item 6 of Schedule 13D is supplemented and superseded, as the case may be, as follows:

The disclosure regarding the Request contained in Item 4 is incorporated herein by reference.

On June 8, 2017, FPA Hawkeye-7 sold to an unaffiliated third party American-style call options referencing an aggregate of 3,400 shares of Common Stock
of the Issuer with a strike price of $95 per share that were immediately exercisable and expire on August 18, 2017. FPA Hawkeye-7 received a premium of $8.00 for each option to purchase one share of Common Stock. In addition, on June 8,
2017, FPA Hawkeye sold to an unaffiliated third party American-style call options referencing an aggregate of 2,100 shares of Common Stock of the Issuer with a strike price of $95 per share that were immediately exercisable and expire on
August 18, 2017. FPA Hawkeye received a premium of $8.00 for each option to purchase one share of Common Stock.

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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

Exhibit

Description
99.1 Transactions in securities of the Issuer effected in the past 60 days.

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Page 17 of 18 – SEC Filing

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is
true, complete and correct.

Dated as of June 19, 2017

First Pacific Advisors, LLC
By:

/s/ J. Richard Atwood
Name: J. Richard Atwood
Title: Managing Partner
FPA Crescent Fund, a series of FPA Funds Trust
By:

/s/ J. Richard Atwood
Name: J. Richard Atwood
Title: President
FPA Global Opportunity Fund, a series of FPA Hawkeye Fund, LLC
By: First Pacific Advisors, LLC, its investment adviser
By:

/s/ J. Richard Atwood
Name: J. Richard Atwood
Title: Managing Partner
FPA Select Drawdown Fund, L.P.
By: First Pacific Advisors, LLC, its investment adviser
By:

/s/ J. Richard Atwood
Name: J. Richard Atwood
Title: Managing Partner
FPA Select Fund, a series of FPA Hawkeye Fund, LLC
By: First Pacific Advisors, LLC, its investment adviser
By:

/s/ J. Richard Atwood
Name: J. Richard Atwood
Title: Managing Partner

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Page 18 of 18 – SEC Filing

FPA Value Partners Fund, a series of FPA Hawkeye Fund, LLC
By: First Pacific Advisors, LLC, its investment adviser
By:

/s/ J. Richard Atwood
Name: J. Richard Atwood
Title: Managing Partner
FPA Hawkeye Fund, a series of FPA Hawkeye Fund, LLC
By: First Pacific Advisors, LLC, its investment adviser
By:

/s/ J. Richard Atwood
Name: J. Richard Atwood
Title: Managing Partner
FPA Hawkeye-7 Fund, a series of FPA Hawkeye Fund, LLC
By: First Pacific Advisors, LLC, its investment adviser
By:

/s/ J. Richard Atwood
Name: J. Richard Atwood
Title: Managing Partner
J. Richard Atwood
By:

/s/ J. Richard Atwood
Steven T. Romick
By:

/s/ Steven T. Romick
Brian A. Selmo
By:

/s/ Brian A. Selmo
Mark Landecker
By:

/s/ Mark Landecker

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