Page 6 of 9 – SEC Filing (a) As of the close of business on August 2, 2016, Elliott, Elliott International and EICA collectively have combined economic exposure and voting power in the Issuer of approximately 9.3% of the shares of Common Stock outstanding. The aggregate percentage of Common Stock reported owned by each person named herein is based upon 155,336,347 shares of Common Stock outstanding as of May 2, 2016, which is the total number of shares of Common Stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 5, 2016. As of the close of business on August 2, 2016, Elliott beneficially owned 3,395,200 shares of Common Stock, including 800,000 shares of Common Stock underlying options that are currently exercisable, constituting approximately 2.2% of the shares of Common Stock outstanding. As of the close of business on August 2, 2016, Elliott International beneficially owned 7,214,800 shares of Common Stock, including 1,700,000 shares of Common Stock underlying options that are currently exercisable, constituting approximately 4.6% of the shares of Common Stock outstanding. EICA, as the investment manager of Elliott International may be deemed to beneficially own the 7,214,800 shares of Common Stock beneficially owned by Elliott International, constituting approximately 4.6% of the shares of Common Stock outstanding. Collectively, Elliott, Elliott International and EICA beneficially own 10,610,000 shares of Common Stock, including 2,500,000 shares of Common Stock underlying currently exercisable options, constituting approximately 6.8% of the shares of Common Stock outstanding. Collectively, Elliott, Elliott International and EICA have economic exposure to approximately 2.5% of the shares of Common Stock outstanding pursuant to Derivative Agreements, as disclosed in Item 6. Item 5(c) is hereby amended to add the following: (c) The transactions effected by the Reporting Persons during the past 60 days are set forth on Schedule 1 attached hereto. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Item 6 is hereby amended and restated to read as follows: On August 2, 2016, the Reporting Persons and the Issuer entered into the Agreement defined and described in Item 4 above and attached as Exhibit 99.1 hereto. Elliott, through The Liverpool Limited Partnership, a Bermuda limited partnership and a wholly-owned subsidiary of Elliott (“Liverpool”), and Elliott International have entered into notional principal amount derivative agreements (the “Derivative Agreements”) in the form of cash settled swaps with respect to 1,222,400 and 2,597,600 shares of Common Stock of the Issuer, respectively (representing economic exposure comparable to less than 1% and 1.7% of the shares of Common Stock of the Issuer, respectively). Collectively, the Derivative Agreements held by the Reporting Persons represent economic exposure comparable to an interest in approximately 2.5% of the shares of Common Stock. The Derivative Agreements provide Elliott and Elliott International with economic results that are comparable to the economic results of ownership but do not provide them with the power to vote or direct the voting or dispose of or direct the disposition of the shares that are referenced in the Derivative Agreements (such shares, the “Subject Shares”). The Reporting Persons disclaim beneficial ownership in the Subject Shares. Elliott, itself and through Liverpool, has purchased from counterparties call options that carry the right to call from such counterparties up to 800,000 shares of Common Stock at a price of $65 per share, if such right is exercised prior to or on November 19, 2016. Elliott International has purchased from counterparties call options that carry the right to call from such counterparties up to 1,700,000 shares of Common Stock at a price of $65 per share, if such right is exercised prior to or on November 19, 2016. Follow Cdk Global Inc. (NASDAQ:CDK)
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(a) As of the close of business on August 2, 2016, Elliott, Elliott International and EICA collectively have combined economic exposure and voting power in the Issuer of approximately 9.3% of the shares of Common Stock outstanding.
The aggregate percentage of Common Stock reported owned by each person named herein is based upon 155,336,347 shares of Common Stock outstanding as of May 2, 2016, which is the total number of shares of Common Stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 5, 2016.
As of the close of business on August 2, 2016, Elliott beneficially owned 3,395,200 shares of Common Stock, including 800,000 shares of Common Stock underlying options that are currently exercisable, constituting approximately 2.2% of the shares of Common Stock outstanding.
As of the close of business on August 2, 2016, Elliott International beneficially owned 7,214,800 shares of Common Stock, including 1,700,000 shares of Common Stock underlying options that are currently exercisable, constituting approximately 4.6% of the shares of Common Stock outstanding. EICA, as the investment manager of Elliott International may be deemed to beneficially own the 7,214,800 shares of Common Stock beneficially owned by Elliott International, constituting approximately 4.6% of the shares of Common Stock outstanding.
Collectively, Elliott, Elliott International and EICA beneficially own 10,610,000 shares of Common Stock, including 2,500,000 shares of Common Stock underlying currently exercisable options, constituting approximately 6.8% of the shares of Common Stock outstanding.
Collectively, Elliott, Elliott International and EICA have economic exposure to approximately 2.5% of the shares of Common Stock outstanding pursuant to Derivative Agreements, as disclosed in Item 6.
Item 5(c) is hereby amended to add the following:
(c) The transactions effected by the Reporting Persons during the past 60 days are set forth on Schedule 1 attached hereto.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 6 is hereby amended and restated to read as follows:
On August 2, 2016, the Reporting Persons and the Issuer entered into the Agreement defined and described in Item 4 above and attached as Exhibit 99.1 hereto.
Elliott, through The Liverpool Limited Partnership, a Bermuda limited partnership and a wholly-owned subsidiary of Elliott (“Liverpool”), and Elliott International have entered into notional principal amount derivative agreements (the “Derivative Agreements”) in the form of cash settled swaps with respect to 1,222,400 and 2,597,600 shares of Common Stock of the Issuer, respectively (representing economic exposure comparable to less than 1% and 1.7% of the shares of Common Stock of the Issuer, respectively). Collectively, the Derivative Agreements held by the Reporting Persons represent economic exposure comparable to an interest in approximately 2.5% of the shares of Common Stock. The Derivative Agreements provide Elliott and Elliott International with economic results that are comparable to the economic results of ownership but do not provide them with the power to vote or direct the voting or dispose of or direct the disposition of the shares that are referenced in the Derivative Agreements (such shares, the “Subject Shares”). The Reporting Persons disclaim beneficial ownership in the Subject Shares.
Elliott, itself and through Liverpool, has purchased from counterparties call options that carry the right to call from such counterparties up to 800,000 shares of Common Stock at a price of $65 per share, if such right is exercised prior to or on November 19, 2016.
Elliott International has purchased from counterparties call options that carry the right to call from such counterparties up to 1,700,000 shares of Common Stock at a price of $65 per share, if such right is exercised prior to or on November 19, 2016.
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