Page 8 of 11 – SEC Filing
Item 5. Interest in Securities of the Issuer
(a), (b) Information about the number and
percentage of shares of Common Stock beneficially owned by the Reporting Persons is set forth in Item 1, and that information is incorporated by reference herein.
Pershing Square, as the investment adviser to the Pershing Square Funds, may be deemed to have the shared power to vote or direct the vote of
(and the shared power to dispose or direct the disposition of) the Subject Shares. As the general partner of Pershing Square, PS Management may be deemed to have the shared power to vote or to direct the vote of (and the shared power to dispose
or direct the disposition of) the Subject Shares. By virtue of William A. Ackmans position as the Chief Executive Officer of Pershing Square and managing member of PS Management, William A. Ackman may be deemed to have the shared power to
vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares and, therefore, William A. Ackman may be deemed to be a beneficial owner of the Subject Shares.
(c) Exhibit 99.2, which is filed herewith and incorporated by reference into this Item 5(c) as if restated in full, describes all of the
transactions in the Common Stock or derivatives relating to Common Stock that were effected in the past 60 days by the Reporting Persons for the benefit of the Pershing Square Funds. Except as set forth in Exhibit 99.2, no reportable
transactions were effected by any Reporting Person within the last 60 days.
(d) The Pershing Square Funds have the right to receive
dividends from, and the proceeds from the sale of, the shares of the Common Stock covered by this Schedule 13D. No other person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the shares of the Common Stock covered by this Schedule 13D.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
As of September 6, 2016, the Pershing Square Funds own 2,328,250 over-the-counter forward purchase contracts having a net purchase price of
$974,342,953 (less rebate amounts for early settlement, if applicable). The counterparty to such over-the-counter forward purchase contracts is UBS AG.
None of the forward purchase contracts gives the Reporting Persons direct or indirect voting, investment or dispositive control over any
securities of the Issuer or requires the counterparty thereto to acquire, hold, vote or dispose of any securities of the Issuer.
The
foregoing summary of the over-the-counter forward purchase contracts is qualified in its entirety by reference to the actual language of such contracts, the form of which is filed as Exhibits 99.3, and which is incorporated herein by
reference. Supplemental financial terms of these contracts are detailed in Exhibit 99.2 for transactions in the last 60 days.
Except
as described herein, the Reporting Persons have no contracts, arrangements, understandings or relationships (legal or otherwise) with respect to any securities of the Issuer.
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| Item 5. | Interest in Securities of the Issuer |
(a), (b) Information about the number and
percentage of shares of Common Stock beneficially owned by the Reporting Persons is set forth in Item 1, and that information is incorporated by reference herein.
Pershing Square, as the investment adviser to the Pershing Square Funds, may be deemed to have the shared power to vote or direct the vote of
(and the shared power to dispose or direct the disposition of) the Subject Shares. As the general partner of Pershing Square, PS Management may be deemed to have the shared power to vote or to direct the vote of (and the shared power to dispose
or direct the disposition of) the Subject Shares. By virtue of William A. Ackmans position as the Chief Executive Officer of Pershing Square and managing member of PS Management, William A. Ackman may be deemed to have the shared power to
vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares and, therefore, William A. Ackman may be deemed to be a beneficial owner of the Subject Shares.
(c) Exhibit 99.2, which is filed herewith and incorporated by reference into this Item 5(c) as if restated in full, describes all of the
transactions in the Common Stock or derivatives relating to Common Stock that were effected in the past 60 days by the Reporting Persons for the benefit of the Pershing Square Funds. Except as set forth in Exhibit 99.2, no reportable
transactions were effected by any Reporting Person within the last 60 days.
(d) The Pershing Square Funds have the right to receive
dividends from, and the proceeds from the sale of, the shares of the Common Stock covered by this Schedule 13D. No other person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the shares of the Common Stock covered by this Schedule 13D.
(e) Not applicable.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
As of September 6, 2016, the Pershing Square Funds own 2,328,250 over-the-counter forward purchase contracts having a net purchase price of
$974,342,953 (less rebate amounts for early settlement, if applicable). The counterparty to such over-the-counter forward purchase contracts is UBS AG.
None of the forward purchase contracts gives the Reporting Persons direct or indirect voting, investment or dispositive control over any
securities of the Issuer or requires the counterparty thereto to acquire, hold, vote or dispose of any securities of the Issuer.
The
foregoing summary of the over-the-counter forward purchase contracts is qualified in its entirety by reference to the actual language of such contracts, the form of which is filed as Exhibits 99.3, and which is incorporated herein by
reference. Supplemental financial terms of these contracts are detailed in Exhibit 99.2 for transactions in the last 60 days.
Except
as described herein, the Reporting Persons have no contracts, arrangements, understandings or relationships (legal or otherwise) with respect to any securities of the Issuer.
