13G Filing: Pennant Capital Management and Capitol Acquisition Corp III (CLAC)

CUSIP No

14055M106

1.

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Alan Fournier

c/o Pennant Capital Management, LLC

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  [_]

(b)  [X]

3.

SEC USE ONLY

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.

SOLE VOTING POWER

0

6.

SHARED VOTING POWER

2,481,342

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

2,481,342

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,481,342

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

[_]

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

6.11%

12.

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

IN

CUSIP No

14055M106

1.

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Pennant Capital Management, LLC

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  [_]

(b)  [X]

3.

SEC USE ONLY

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.

SOLE VOTING POWER

0

6.

SHARED VOTING POWER

2,481,342

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

2,481,342

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,481,342

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

[_]

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

6.11%

12.

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

OO, IA

CUSIP No

14055M106

1.

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Pennant Master Fund, L.P.

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  [_]

(b)  [X]

3.

SEC USE ONLY

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.

SOLE VOTING POWER

0

6.

SHARED VOTING POWER

2,481,342

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

2,481,342

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,481,342

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

[_]

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

6.11%

12.

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

PN

CUSIP No

14055M106

Item 1.

(a).

Name of Issuer:

Capitol Acquisition Corp. III

(b).

Address of Issuer’s Principal Executive Offices:

509 7^th Street, N.W.

Washington, D.C. 20004

Item 2.

(a).

Name of Person Filing:

Alan Fournier, c/o Pennant Capital Management, LLC

Pennant Capital Management, LLC

Pennant Master Fund, L.P.

(b).

Address of Principal Business Office, or if None, Residence:

Alan Fournier

c/o Pennant Capital Management, LLC

One DeForest Avenue, Suite 200

Summit, New Jersey 07901

Pennant Capital Management, LLC

One DeForest Avenue, Suite 200

Summit, New Jersey 07901

Pennant Master Fund, L.P.

c/o Pennant Capital Management, LLC

One DeForest Avenue, Suite 200

Summit, New Jersey 07901

(c).

Citizenship:

Alan Fournier – United States citizen

Pennant Capital Management, LLC – Delaware limited liability company

Pennant Master Fund, L.P. – Cayman Islands exempted limited partnership

(d).

Title of Class of Securities:

Common Stock, par value $0.0001 per share

(e).

CUSIP Number:

14055M106

Item 3.

If This Statement is filed pursuant to ss.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a

(a)

[_]

Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78c).

(b)

[_]

Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).

(c)

[_]

Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).

(d)

[_]

Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)

[_]

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)

[_]

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)

[_]

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)

[_]

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);

(i)

[_]

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

[_]

Group, in accordance with s.240.13d-1(b)(1)(ii)(J).

Item 4.

Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:

2,481,342 shares deemed beneficially owned by Alan Fournier

2,481,342 shares deemed beneficially owned by Pennant Capital Management, LLC

2,481,342 shares deemed beneficially owned by Pennant Master Fund, L.P.

(b)

Percent of class:

6.11% deemed beneficially owned by Alan Fournier

6.11% deemed beneficially owned by Pennant Capital Management, LLC

6.11% deemed beneficially owned by Pennant Master Fund, L.P.

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [_].

N/A

Item 6.

Ownership of More Than Five Percent on Behalf of Another Person.

If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified.  A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.

N/A

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary.  If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.

N/A

Item 8.

Identification and Classification of Members of the Group.

If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group.  If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.

N/A

Item 9.

Notice of Dissolution of Group.

Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity.  See Item 5.

N/A

Item 10.

Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

May 22, 2017

(Date)

PENNANT CAPITAL MANAGEMENT, LLC*

/s/ Alan Fournier

By: Alan Fournier

Title: Managing Member

ALAN FOURNIER*

/s/ Alan Fournier

PENNANT MASTER FUND, L.P.*

By: Pennant General Partner, LLC

/s/ Alan Fournier

By: Alan Fournier

Title: Managing Member

PENNANT CAPITAL MANAGEMENT, LLC

/s/ Alan Fournier

By: Alan Fournier

Title: Managing Member

ALAN FOURNIER

/s/ Alan Fournier

PENNANT MASTER FUND, L.P.

By: Pennant General Partner, LLC

/s/ Alan Fournier

By: Alan Fournier

Title: Managing Member