Trinity Industries Inc (TRN): ValueAct Capital Adds to Its Position

Page 10 of 13 – SEC Filing

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CUSIP NO. 896522109 Page 10 of 14
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the limited partnership interests of ValueAct Management L.P. and the
membership interests of ValueAct Management LLC and as the majority owner of
the membership interests of VA Partners I and (iv) ValueAct Holdings GP, as
General Partner of ValueAct Holdings. Shares reported as beneficially owned
by ValueAct Master Fund are also reported as beneficially owned by VA
Partners I, as General Partner of ValueAct Master Fund. VA Partners I,
ValueAct Management L.P., ValueAct Management LLC, ValueAct Holdings and
ValueAct Holdings GP also, directly or indirectly, may own interests in one
or more than one of the partnerships from time to time. Unless otherwise
indicated below, by reason of such relationship ValueAct Master Fund is
reported as having shared power to vote or to direct the vote, and shared
power to dispose or direct the disposition of, such shares of Common Stock,
with VA Partners I (only with respect to ValueAct Master Fund), ValueAct
Management L.P., ValueAct Management LLC, ValueAct Holdings and ValueAct
Holdings GP.

As of the date hereof, ValueAct Master Fund is the beneficial owner
of 12,021,000 shares of Common Stock, representing approximately 7.9% of the
Issuer’s outstanding Common Stock (which shares may also be deemed to be
beneficially owned by VA Partners I).

ValueAct Management L.P., ValueAct Management LLC, ValueAct Holdings
and ValueAct Holdings GP may each be deemed the beneficial owner of an
aggregate of 12,021,000 shares of Common Stock, representing approximately
7.9% of the Issuer’s outstanding Common Stock.

All percentages set forth in this Schedule 13D are based upon the
Issuer’s reported 152,392,470 outstanding shares of Common Stock as reported
on the Issuer’s Current Report on Form 10-Q for the quarterly period ended
June 30, 2016.

(c) The following table sets forth all transactions with respect to
shares of Common Stock effected since the most recent filing of Schedule 13
by the Reporting Persons or on behalf of the Reporting Persons, inclusive of
any transaction effected through 4:00pm, New York City time, on September 15,
2016. Except as otherwise noted below, all such transactions were purchases
(or sales) of shares of Common Stock effected in the open market.

Reporting Person Trade Date Shares Price/Share
—————- ———- ——— ———–
ValueAct Master Fund 08/12/2016 75,000 $23.26
08/12/2016 25,000 $23.26
08/12/2016 100,000 $23.25
08/15/2016 25,000 $23.64
08/15/2016 50,000 $23.65
08/15/2016 100,000 $23.66
08/16/2016 150,000 $23.87
08/16/2016 100,000 $23.89
08/17/2016 200,000 $23.94
08/17/2016 200,000 $23.94
08/17/2016 6,096,000 *
09/01/2016 100,000 $23.90
09/01/2016 100,000 $23.96

* Reflects physical settlement of Forward Transactions previously reported.