Page 10 of 12 – SEC Filing
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CUSIP NO. 48248M102 Page 10 of 12
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(c) The following table sets forth all transactions with respect to
shares of Common Units effected since the last filing of this Schedule 13D
by the Reporting Persons, inclusive of any transactions effected through
4:00 p.m., New York City time, on September 18, 2017. Except as otherwise
noted below, all such transactions were purchases (or sales) of shares of
Common Units effected in the open market.
Reporting Person Trade Date Buy/Sell Bought(Sold) Price/Share
—————- ———- ——– ——– ———–
ValueAct MFB 09/06/2017 Buy 750,000 18.30
ValueAct MFB 09/07/2017 Buy 750,000 18.23
ValueAct MFB 09/08/2017 Buy 750,000 18.19
ValueAct MFB 09/11/2017 Buy 750,000 18.60
ValueAct MFB 09/12/2017 Buy 750,000 18.83
ValueAct MFB 09/13/2017 Buy 750,000 18.53
ValueAct MFB 09/14/2017 Buy 750,000 18.73
ValueAct MFB 09/15/2017 Buy 750,000 18.78
ValueAct MFB 09/18/2017 Buy 750,000 19.02
(d) and (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
The responses to Items 3 and 5 of this Schedule 13D are incorporated
herein by reference.
ValueAct Master Fund has entered into notional principal amount
derivative agreements in the form of cash-settled swaps with respect to
3,650,000 Common Units of the Issuer. The swaps provide ValueAct Capital
Master Fund with economic results that are comparable to the economic results
of ownership of the Common Units, whereby under the terms of the swaps, (i)
ValueAct Master Fund will be obligated to pay to the counterparty any
negative price performance of the referenced notional number of Common Units,
plus interest set forth in the applicable agreement, and (ii) the
counterparty will be obligated to pay ValueAct Master Fund any positive price
performance of the referenced notional number of Common Units. The swaps do
not give ValueAct Master Fund, or any of the other Reporting Persons, 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 Common Units that may be
referenced in the swap agreements or Common Units or other securities or
financial instruments that may be held from time to time by any counterparty
to the agreements. The counterparty to the derivative agreements is an
unaffiliated third party financial institution.
On August 21, 2017 the Reporting Persons entered into a Joint Filing
Agreement in which the parties agreed to the joint filing on behalf of each
of them of statements on Schedule 13D with respect to the securities of the
Issuer to the extent required by applicable law. The Joint Filing Agreement
is attached as an exhibit to the initial Schedule 13D and is incorporated
herein by reference.
