Page 5 of 9 – SEC Filing The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein. Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and restated to read as follows: Elliott Working Capital The aggregate purchase price of the shares of Common Stock directly owned by Elliott is approximately $121,927,104. The aggregate purchase price of the call options owned by Elliott is approximately $1,163,804. Elliott International Working Capital The aggregate purchase price of the shares of Common Stock directly owned by Elliott International is approximately $260,893,002. The aggregate purchase price of the call options owned by Elliott International is approximately $2,474,895.
The Reporting Persons may effect purchases of shares of Common Stock through margin accounts maintained for them with prime brokers, which extend margin credit as and when required to open or carry positions in their margin accounts, subject to applicable federal margin regulations, stock exchange rules and such firms’ credit policies. Positions in shares of Common Stock may be held in margin accounts and may be pledged as collateral security for the repayment of debit balances in such accounts. Since other securities may be held in such margin accounts, it may not be possible to determine the amounts, if any, of margin used to purchase shares of Common Stock. Item 4. Purpose of Transaction.
Item 4 is hereby amended to add the following: On August 2, 2016, the Reporting Persons entered into a letter agreement with the Issuer (the “Agreement”). The following description of the Agreement is qualified in its entirety by reference to the full text of the Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference. Under the Agreement, the Issuer agreed to: (i) promptly appoint two individuals (each a “New Director”) to the board of directors of the Issuer (the “Board”) identified from a candidate list submitted to the Issuer by the Reporting Persons concurrently with the execution of the Agreement (the “Candidate List”), provided the first of the New Directors shall be identified no later than September 6, 2016 and the second of the New Directors shall be identified no later than October 6, 2016; (ii) promptly following identification of the New Directors, but no later than five business days thereafter, increase the size of the Board from eight to ten directors and appoint the New Directors to fill the two vacancies so created; (iii) appoint each of the New Directors to an appropriate committee of the Board, consistent with the Board’s normal course of operations, but no later than 150 days after the appointment of the New Director to the Board; and (iv) limit the size of the Board to no more than 10 directors during the term of the Agreement. In addition, subject to approval by the Reporting Persons (such approval not to be unreasonably withheld), the Issuer may add to the Candidate List one individual with similar qualifications to the other individuals on the Candidate List. The Issuer also agreed to nominate the New Directors for election as directors of the Issuer at its 2016 Annual Meeting of Stockholders (“2016 Annual Meeting”). Under the Agreement, the Reporting Persons agreed to vote, or cause to be voted, all of the Issuer’s common stock owned by them or their controlled or controlling affiliates in favor of the directors nominated by the Board at the 2016 Annual Meeting. The Reporting Persons also agreed to refrain from taking certain action with respect to the Issuer and the Common Stock until the earlier of (i) the first anniversary of the date of the Agreement and (ii) 30 days prior to the last day of the time period, established pursuant to the Issuer’s Bylaws, for stockholders to deliver notice to the Issuer of director nominations to be brought before the Issuer’s 2017 Annual Meeting of Stockholders. Item 5. Interest in Securities of the Issuer.
Item 5(a) is hereby amended and restated to read as follows: Follow Cdk Global Inc. (NASDAQ:CDK)
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The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended and restated to read as follows:
| Elliott Working Capital | The aggregate purchase price of the shares of Common Stock directly owned by Elliott is approximately $121,927,104. The aggregate purchase price of the call options owned by Elliott is approximately $1,163,804. |
| Elliott International Working Capital | The aggregate purchase price of the shares of Common Stock directly owned by Elliott International is approximately $260,893,002. The aggregate purchase price of the call options owned by Elliott International is approximately $2,474,895. |
The Reporting Persons may effect purchases of shares of Common Stock through margin accounts maintained for them with prime brokers, which extend margin credit as and when required to open or carry positions in their margin accounts, subject to applicable federal margin regulations, stock exchange rules and such firms’ credit policies. Positions in shares of Common Stock may be held in margin accounts and may be pledged as collateral security for the repayment of debit balances in such accounts. Since other securities may be held in such margin accounts, it may not be possible to determine the amounts, if any, of margin used to purchase shares of Common Stock.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended to add the following:
On August 2, 2016, the Reporting Persons entered into a letter agreement with the Issuer (the “Agreement”). The following description of the Agreement is qualified in its entirety by reference to the full text of the Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Under the Agreement, the Issuer agreed to: (i) promptly appoint two individuals (each a “New Director”) to the board of directors of the Issuer (the “Board”) identified from a candidate list submitted to the Issuer by the Reporting Persons concurrently with the execution of the Agreement (the “Candidate List”), provided the first of the New Directors shall be identified no later than September 6, 2016 and the second of the New Directors shall be identified no later than October 6, 2016; (ii) promptly following identification of the New Directors, but no later than five business days thereafter, increase the size of the Board from eight to ten directors and appoint the New Directors to fill the two vacancies so created; (iii) appoint each of the New Directors to an appropriate committee of the Board, consistent with the Board’s normal course of operations, but no later than 150 days after the appointment of the New Director to the Board; and (iv) limit the size of the Board to no more than 10 directors during the term of the Agreement. In addition, subject to approval by the Reporting Persons (such approval not to be unreasonably withheld), the Issuer may add to the Candidate List one individual with similar qualifications to the other individuals on the Candidate List. The Issuer also agreed to nominate the New Directors for election as directors of the Issuer at its 2016 Annual Meeting of Stockholders (“2016 Annual Meeting”).
Under the Agreement, the Reporting Persons agreed to vote, or cause to be voted, all of the Issuer’s common stock owned by them or their controlled or controlling affiliates in favor of the directors nominated by the Board at the 2016 Annual Meeting. The Reporting Persons also agreed to refrain from taking certain action with respect to the Issuer and the Common Stock until the earlier of (i) the first anniversary of the date of the Agreement and (ii) 30 days prior to the last day of the time period, established pursuant to the Issuer’s Bylaws, for stockholders to deliver notice to the Issuer of director nominations to be brought before the Issuer’s 2017 Annual Meeting of Stockholders.
| Item 5. | Interest in Securities of the Issuer. |
Item 5(a) is hereby amended and restated to read as follows:
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