Page 8 of 10 – SEC Filing
SCHEDULE 13D
| CUSIP No. 243537107 | Page 8 of 10 |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Item 6 of the Schedule 13D is hereby supplementally amended as follows:
Marcato International settled American-style call options referencing an aggregate of 750,000 Shares that were exercised by the counterparty
thereto on January 19, 2018, each with a strike price of $80. As of January 19, 2018, the Reporting Persons no longer hold any call options on Shares.
In connection with the settlement of such American-style call options, on January 19, 2018, Marcato International established a short
position with respect to 750,000 Shares by borrowing Shares from prime brokers pursuant to customary securities lending agreements and delivering such Shares to the counterparty of such call options. Marcato International will be required to return
750,000 Shares to the lenders of such Shares. The short positions do not give any Reporting Person direct or indirect voting, investment or dispositive control over any securities of the Issuer and, as such, the Reporting Persons disclaim any
beneficial ownership of any Shares that may be referenced in such arrangements.
As previously disclosed in the Schedule 13D, Marcato
International purchased American-style put options referencing an aggregate of 750,000 Shares, each with a strike price of $80, which expired on January 19, 2018. As of January 19, 2018, the Reporting Persons no longer hold any put options
on Shares.
Marcato International has entered into swaps referencing 1,046,237 Shares. Under the terms of the swaps, (i) Marcato
International will be obligated to pay to the counterparty any positive price performance of the specified notional number of Shares subject to the swaps as of the expiration date of such swaps, plus interest rates set forth in the applicable
contracts, and (ii) the counterparty will be obligated to pay Marcato International any negative price performance of the specified notional number of Shares subject to the swaps as of the expiration date of the swaps. Any dividends declared by
the Issuer on such notional Shares during the term of the swaps will be paid by Marcato International to the counterparty.
All balances
in respect of the swaps will be settled in cash. Marcato Internationals counterparty for the swaps is Morgan Stanley Capital Services LLC. The swaps do not give any Reporting Person direct or indirect voting, investment or dispositive control
over any securities of the Issuer and do not require the counterparty thereto to acquire, hold, vote or dispose of any securities of the Issuer. Accordingly, the Reporting Persons disclaim any beneficial ownership of any Shares that may be
referenced in the swap contracts or Shares or other securities or financial instruments that may be held from time to time by any counterparty to the contracts.
Except for the arrangements described herein, to the best knowledge of the Reporting Persons, there are no other contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named in Item 2 of the Schedule 13D and between such persons and any other person with respect to any securities of the Issuer, including but not limited to, transfer or voting
of any of the securities, finders fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
