Page 7 of 10 – SEC Filing
Item 5. Interest in Securities of the Issuer
(a), (b) Information about the number and percentage of shares of Common Stock beneficially owned by the Reporting Persons is set forth in
Item 1, and that information is incorporated by reference herein.
Pershing Square, as the investment adviser to the Pershing Square
Funds, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares. As the general partner of Pershing Square, PS Management may be deemed to have the shared
power to vote or to direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares. By virtue of William A. Ackmans position as the Chief Executive Officer of Pershing Square and managing member of PS
Management, William A. Ackman may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares and, therefore, William A. Ackman may be deemed to be a beneficial
owner of the Subject Shares.
(c) Exhibit 99.2, which is filed herewith and incorporated by reference into this Item 5(c) as if
restated in full, describes all of the transactions in the Common Stock or derivatives relating to Common Stock that were effected in the past 60 days by the Reporting Persons for the benefit of the Pershing Square Funds. Except as set forth in
Exhibit 99.2, no reportable transactions were effected by any Reporting Person within the last 60 days.
(d) The Pershing Square Funds have
the right to receive dividends from, and the proceeds from the sale of, the shares of the Common Stock covered by this Schedule 13D. No other person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the shares of the Common Stock covered by this Schedule 13D.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
The information set forth in Item 4 is incorporated by reference herein.
As of August 7, 2017, the Pershing Square Funds own over-the-counter forward purchase contracts and over-the-counter American-style call
options, the counterparty to which are certain entities affiliated with and guaranteed by Nomura Holdings, Inc. (Nomura).
As of August 7, 2017, the Pershing Square Funds own (a) 4,044,808 over-the-counter forward purchase contracts having a net purchase
price of $461,243,392 (subject to certain financing payment amounts, as further described in the forward purchase contract filed as Exhibit 99.3 hereto), and (b) 25,000,000 over-the-counter American-style call options. In addition, the Pershing
Square Funds own 60,080 listed American-style call options referencing 6,008,000 shares (with each contract having a 100 multiplier). The strike prices and expirations of all the options are detailed in Exhibit 99.2 hereto.
None of the forward purchase contracts or the options gives the Reporting Persons direct or indirect voting, investment or dispositive control
over any securities of the Issuer or requires the counterparty thereto to acquire, hold, vote or dispose of any securities of the Issuer.
