Page 5 of 7 – SEC Filing CUSIP No. 13462K109 SCHEDULE 13G Page 5 of 7 Pages
Item 4. Ownership**
The percentages herein are calculated based upon the statement in the Issuer’s Quarterly Report on Form 10-Q, as filed with the SEC on August 9, 2018, that there were 37,008,005 outstanding shares of Class A common stock of the Issuer as of August 7, 2018.
(a) Amount beneficially owned
Abrams Capital Partners II, L.P.– 1,615,707 shares as of 9/25/18 (2,489,772 shares as of 10/5/18)
Abrams Capital, LLC–1,905,282 shares as of 9/25/18 (2,936,110 shares as of 10/5/18)
Abrams Capital Management, LLC –1,969,172 shares as of 9/25/18 (3,000,000 shares as of 10/5/18)
Abrams Capital Management, L.P. – 1,969,172 shares as of 9/25/18 (3,000,000 shares as of 10/5/18)
David Abrams – 1,969,172 shares as of 9/25/18 (3,000,000 shares as of 10/5/18)
(b) Percent of class
Abrams Capital Partners II, L.P.– 4.37% as of 9/25/18 (6.73% as of 10/5/18)
Abrams Capital, LLC – 5.15% as of 9/25/18 (7.93% as of 10/5/18)
Abrams Capital Management, LLC – 5.32% as of 9/25/18 (8.11% as of 10/5/18)
Abrams Capital Management, L.P. – 5.32% as of 9/25/18 (8.11% as of 10/5/18)
David Abrams – 5.32% as of 9/25/18 (8.11% as of 10/5/18)
(c) Number of shares as to which the person has voting and dispositive power:
(i) Sole power to vote or to direct the vote
Abrams Capital Partners II, L.P.– 0 shares
Abrams Capital, LLC–0 shares
Abrams Capital Management, LLC – 0 shares
Abrams Capital Management, L.P. – 0 shares
David Abrams – 0 shares
(ii) Shared power to vote or to direct the vote
Abrams Capital Partners II, L.P.– 1,615,707 shares as of 9/25/18 (2,489,772 shares as of 10/5/18)
Abrams Capital, LLC–1,905,282 shares as of 9/25/18 (2,936,110 shares as of 10/5/18)
Abrams Capital Management, LLC – 1,969,172 shares as of 9/25/18 (3,000,000 shares as of 10/5/18)
Abrams Capital Management, L.P. – 1,969,172 shares as of 9/25/18 (3,000,000 shares as of 10/5/18)
David Abrams – 1,969,172 shares as of 9/25/18 (3,000,000 shares as of 10/5/18)
(iii) Sole power to dispose or to direct the disposition of
Abrams Capital Partners II, L.P.– 0 shares
Abrams Capital, LLC–0 shares
Abrams Capital Management, LLC –0 shares
Abrams Capital Management, L.P. – 0 shares
David Abrams – 0 shares
(iv) Shared power to dispose or to direct the disposition of
Abrams Capital Partners II, L.P.– 1,615,707 shares as of 9/25/18 (2,489,772 shares as of 10/5/18)
Abrams Capital, LLC– 1,905,282 shares as of 9/25/18 (2,936,110 shares as of 10/5/18)
Abrams Capital Management, LLC – 1,969,172 shares as of 9/25/18 (3,000,000 shares as of 10/5/18)
Abrams Capital Management, L.P. – 1,969,172 shares as of 9/25/18 (3,000,000 shares as of 10/5/18)
David Abrams– 1,969,172 shares as of 9/25/18 (3,000,000 shares as of 10/5/18)
** Shares reported herein for Abrams Capital Partners II, L.P. (“ACP II”) represent shares beneficially owned by ACP II. Shares reported herein for Abrams Capital, LLC (“Abrams Capital”) represent shares beneficially owned by ACP II and other private investment funds for which Abrams Capital serves as general partner. Shares reported herein for Abrams Capital Management, L.P. (“Abrams CM LP”) and Abrams Capital Management, LLC (“Abrams CM LLC”) represent the above-referenced shares beneficially owned by Abrams Capital and shares beneficially owned by another private investment fund for which Abrams CM LP serves as investment manager. Abrams CM LLC is the general partner of Abrams CM LP. Shares reported herein for Mr. Abrams represent the above referenced shares reported for Abrams Capital and Abrams CM LLC. Mr. Abrams is the managing member of Abrams Capital and Abrams CM, LLC. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein.
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 5 percent of the class of securities, check the following [ ].
Item 6. Ownership of More Than Five Percent on Behalf of Another Person
Not Applicable
Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
Not Applicable
Item 8. Identification and Classification of Members of the Group
Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
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.
Exhibits Exhibit
99.1 Joint Filing Agreement by and among the Reporting Persons.
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| CUSIP No. 13462K109 | SCHEDULE 13G | Page 5 of 7 Pages |
Item 4. Ownership**
The percentages herein are calculated based upon the statement in the Issuer’s Quarterly Report on Form 10-Q, as filed with the SEC on August 9, 2018, that there were 37,008,005 outstanding shares of Class A common stock of the Issuer as of August 7, 2018.
(a) Amount beneficially owned
Abrams Capital Partners II, L.P.– 1,615,707 shares as of 9/25/18 (2,489,772 shares as of 10/5/18)
Abrams Capital, LLC–1,905,282 shares as of 9/25/18 (2,936,110 shares as of 10/5/18)
Abrams Capital Management, LLC –1,969,172 shares as of 9/25/18 (3,000,000 shares as of 10/5/18)
Abrams Capital Management, L.P. – 1,969,172 shares as of 9/25/18 (3,000,000 shares as of 10/5/18)
David Abrams – 1,969,172 shares as of 9/25/18 (3,000,000 shares as of 10/5/18)
(b) Percent of class
Abrams Capital Partners II, L.P.– 4.37% as of 9/25/18 (6.73% as of 10/5/18)
Abrams Capital, LLC – 5.15% as of 9/25/18 (7.93% as of 10/5/18)
Abrams Capital Management, LLC – 5.32% as of 9/25/18 (8.11% as of 10/5/18)
Abrams Capital Management, L.P. – 5.32% as of 9/25/18 (8.11% as of 10/5/18)
David Abrams – 5.32% as of 9/25/18 (8.11% as of 10/5/18)
(c) Number of shares as to which the person has voting and dispositive power:
(i) Sole power to vote or to direct the vote
Abrams Capital Partners II, L.P.– 0 shares
Abrams Capital, LLC–0 shares
Abrams Capital Management, LLC – 0 shares
Abrams Capital Management, L.P. – 0 shares
David Abrams – 0 shares
(ii) Shared power to vote or to direct the vote
Abrams Capital Partners II, L.P.– 1,615,707 shares as of 9/25/18 (2,489,772 shares as of 10/5/18)
Abrams Capital, LLC–1,905,282 shares as of 9/25/18 (2,936,110 shares as of 10/5/18)
Abrams Capital Management, LLC – 1,969,172 shares as of 9/25/18 (3,000,000 shares as of 10/5/18)
Abrams Capital Management, L.P. – 1,969,172 shares as of 9/25/18 (3,000,000 shares as of 10/5/18)
David Abrams – 1,969,172 shares as of 9/25/18 (3,000,000 shares as of 10/5/18)
(iii) Sole power to dispose or to direct the disposition of
Abrams Capital Partners II, L.P.– 0 shares
Abrams Capital, LLC–0 shares
Abrams Capital Management, LLC –0 shares
Abrams Capital Management, L.P. – 0 shares
David Abrams – 0 shares
(iv) Shared power to dispose or to direct the disposition of
Abrams Capital Partners II, L.P.– 1,615,707 shares as of 9/25/18 (2,489,772 shares as of 10/5/18)
Abrams Capital, LLC– 1,905,282 shares as of 9/25/18 (2,936,110 shares as of 10/5/18)
Abrams Capital Management, LLC – 1,969,172 shares as of 9/25/18 (3,000,000 shares as of 10/5/18)
Abrams Capital Management, L.P. – 1,969,172 shares as of 9/25/18 (3,000,000 shares as of 10/5/18)
David Abrams– 1,969,172 shares as of 9/25/18 (3,000,000 shares as of 10/5/18)
** Shares reported herein for Abrams Capital Partners II, L.P. (“ACP II”) represent shares beneficially owned by ACP II. Shares reported herein for Abrams Capital, LLC (“Abrams Capital”) represent shares beneficially owned by ACP II and other private investment funds for which Abrams Capital serves as general partner. Shares reported herein for Abrams Capital Management, L.P. (“Abrams CM LP”) and Abrams Capital Management, LLC (“Abrams CM LLC”) represent the above-referenced shares beneficially owned by Abrams Capital and shares beneficially owned by another private investment fund for which Abrams CM LP serves as investment manager. Abrams CM LLC is the general partner of Abrams CM LP. Shares reported herein for Mr. Abrams represent the above referenced shares reported for Abrams Capital and Abrams CM LLC. Mr. Abrams is the managing member of Abrams Capital and Abrams CM, LLC. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein.
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 5 percent of the class of securities, check the following [ ].
Item 6. Ownership of More Than Five Percent on Behalf of Another Person
Not Applicable
Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
Not Applicable
Item 8. Identification and Classification of Members of the Group
Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
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.
Exhibits Exhibit
99.1 Joint Filing Agreement by and among the Reporting Persons.
