Page 8 of 11 – SEC Filing
Explanatory Note
This Amendment No. 1 (the Amendment) amends the statement on Schedule 13D originally filed by Silver Lake Kraftwerk Fund,
L.P. (SLK), Silver Lake Technology Investors Kraftwerk, L.P. (SLTIK, and together with SLK, the Silver Lake Investors), Silver Lake Technology Associates Kraftwerk, L.P. (SLTA Kraftwerk), SLTA
Kraftwerk (GP), L.L.C. (SLTA GP Kraftwerk), and Silver Lake Group, L.L.C. (SLG, and collectively with the Silver Lake Investors, SLTA Kraftwerk and SLTA GP Kraftwerk, the Reporting Persons) on July 17, 2017
(as amended, the Schedule 13D). The Item below amends the information disclosed under the corresponding Item of the Schedule 13D as described below. Except as specifically provided herein, this Amendment does not modify any of the
information previously reported in the Schedule 13D. Capitalized terms used but not defined herein shall have the meanings attributed to them in the Schedule 13D.
| Item 2. | Identity and Background |
The information set forth in Annex A of the Schedule 13D is hereby amended and
restated as set forth in the Annex A attached to this Amendment.
| Item 4. | Purpose of the Transaction. |
Item 4 is hereby amended and supplemented by adding the following paragraph
at the end thereof:
The information set forth in Item 6 of this Schedule 13D is incorporated by reference in its entirety into this Item 4.
| Item 5. | Interest in Securities of the Issuer. |
The information contained in rows 7, 8, 9, 10, 11 and 13 on each
of the cover pages of this Schedule 13D and the information set forth or incorporated in Items 2, 3 and 6 of this Schedule 13D is incorporated by reference in its entirety into this Item 5.
Items 5 (a), (b) and (c) are hereby amended and restated as follows:
(a) (b) By virtue of the relationships and agreements among the Reporting Persons described herein, the Reporting Persons may be deemed to
constitute a group within the meaning of Section 13(d)(3) of the rules and regulations promulgated by the Securities and Exchange Commission (the Commission) pursuant to the Securities Exchange Act of 1934 (the Exchange
Act). As such, the Reporting Persons may be deemed to beneficially own an aggregate of 5,408,450 shares of Common Stock of the Issuer, which includes 5,245,658 shares of Common Stock held by SLK and 162,792 shares of Common Stock held by
SLTIK, representing in the aggregate approximately 17.3% of the issued and outstanding shares of Common Stock of the Issuer.
The percentages of
beneficial ownership in this Schedule 13D are based on 31,324,097 shares of Common Stock outstanding as of December 5, 2017, as reflected in the Issuers Quarterly Report on Form 10-Q which was filed
with the Securities and Exchange Commission on December 14, 2017.
Information with respect to the beneficial ownership of Common Stock by the
individuals listed in Annex A is set forth in Annex A attached hereto and incorporated herein by reference in response to this Item 5.
(c) Except as
set forth in this Amendment, none of the Reporting Persons have effected any transaction in Common Stock in the past 60 days.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item
6 is hereby amended and supplemented by adding the following paragraphs at the end thereof:
