Mick McGuire’s Marcato Capital Management Reveals New Stake in Terex Corp (TEX)

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Page 9 of 14 – SEC Filing
CUSIP No. 880779103
SCHEDULE 13D
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Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
The responses to Items 3, 4 and 5 of this Schedule 13D are incorporated herein by reference.
The Reporting Persons purchased American-style call options referencing an aggregate of 4,429,722 Shares, each with a strike price of $14, which are exercisable through December 21, 2017. The Reporting Persons sold European-style put options referencing an aggregate of 4,429,722 Shares, each with a strike price of $14, which are exercisable on December 21, 2017.

Shares subject to call options exercisable within 60 days are included in the Shares reported as beneficially owned. None
of the call options give the Reporting Persons direct or indirect voting, investment or dispositive control over any securities
of the Issuer or require the counterparties thereto to acquire, hold, vote or dispose of any securities of the Issuer prior
to exercise. None of the put options give the counterparty direct or indirect voting, investment or dispositive control over
any securities of the Issuer or require the counterparties to acquire, hold, vote or dispose of any securities of the Issuer
prior to exercise.

Except for the arrangements described herein,
to the best knowledge of the Reporting Persons, there are no other contracts, arrangements, understandings or relationships (legal
or otherwise) among the persons named in Item 2 and between such persons and any other person with respect to any securities
of the Issuer, including but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of
proxies.
Item 7.
Material to be Filed as Exhibits.


Exhibit A:  Joint Filing Agreement

Exhibit B:  Schedule of Transactions in Shares

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