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Outerwall Inc (OUTR) Enters Into Cooperation Agreement With Engaged Capital

Published on April 12, 2016 at 2:13 pm by Insider Monkey Staff in Hedge Funds, News
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As revealed in a recent 13D filing with the US SEC, on April 11,  Glen W. Welling‘s Engaged Capital LLC entered into a Cooperation Agreement with Outerwall Inc (NASDAQ:OUTR), under the terms of which, the company would increase the size of the board of directors and appoint Jeffrey J. Brown to the board immediately upon the execution of the agreement. In exchange, Engaged Capital agreed to vote its shares at the company’s 2016 annual meeting of stockholders in favor of the slate of directors recommended by the Board and in favor of the ratification of the appointment of the company’s independent registered public accounting firm and in accordance with the recommendation of Institutional Shareholder Services on each other proposal to come before the 2016 Annual Meeting, subject to certain exceptions. Engaged Capital owns 2.43 million shares of Outerwall Inc (NASDAQ:OUTR), which account for 14.6% of the total outstanding stock.

Heading into 2016, a total of 28 funds tracked by Insider Monkey were bullish on Outerwall. Among them, Arlington Value Capital, managed by Allan Mecham and Ben Raybould,  held the largest stake, which was worth $50.6 million at the end of 2015. Coming in second is Debra Fine’ Fine Capital Partners, which reported a $44.6 million position. Other investors long the stock stock are William C. Martin’s Raging Capital Management and Joel Greenblatt’s Gotham Asset Management.

On the other hand, John C. Walker’s Stonerise Capital Management dropped the most valuable position in Outerwall Inc (NASDAQ:OUTR), valued at $3.7 million in stock, and Ken Griffin’s Citadel Investment Group also closed its stake and dumped about $3.7 million worth of shares during the fourth quarter.

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Engaged Capital Master Feeder I 196,918 196,918 196,918 1.2%
Engaged Capital Master Feeder II 487,459 487,459 487,459 2.9%
Engaged Capital Co-Invest III 1,650,793 1,650,793 1,650,793 9.9%
Engaged Capital I 196,918 196,918 196,918 1.2%
Engaged Capital I Offshore, Ltd 196,918 196,918 196,918 1.2%
Engaged Capital II 487,459 487,459 487,459 2.9%
Engaged Capital II Offshore Ltd 487,459 487,459 487,459 2.9%
Engaged Capital 2,431,170 2,431,170 2,431,170 14.6%
Engaged Capital Holdings 2,431,170 2,431,170 2,431,170 14.6%
Glenn W. Welling 2,431,170 2,431,170 2,431,170 14.6%

Follow Glenn W. Welling's Engaged Capital

Page 1 of 15 – SEC Filing

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 2)1
Outerwall Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
690070107
(CUSIP Number)
 
GLENN W. WELLING
ENGAGED CAPITAL, LLC
610 Newport Center Drive, Suite 250
Newport Beach, California 92660
(949) 734-7900
 
STEVE WOLOSKY, ESQ.
OLSHAN FROME WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)
April 11, 2016
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.
_______________
1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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