Page 8 of 11 – SEC FilingSCHEDULE 13D
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CUSIP NO. 896522109 Page 8 of 12
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This Amendment No. 2 supplements the information set forth in the Schedule
13D filed by the Reporting Persons with the United States Securities and
Exchange Commission (the ?SEC?), as amended from time to time (the ?Schedule
13D?), relating to Common Stock, par value $0.01 (the ?Common Stock?), of
Trinity Industries, Inc., a Delaware corporation (the “Issuer”). All
capitalized terms contained herein but not otherwise defined shall have the
meanings ascribed to such terms in the Schedule 13D.
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CUSIP NO. 896522109 Page 8 of 12
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This Amendment No. 2 supplements the information set forth in the Schedule
13D filed by the Reporting Persons with the United States Securities and
Exchange Commission (the ?SEC?), as amended from time to time (the ?Schedule
13D?), relating to Common Stock, par value $0.01 (the ?Common Stock?), of
Trinity Industries, Inc., a Delaware corporation (the “Issuer”). All
capitalized terms contained herein but not otherwise defined shall have the
meanings ascribed to such terms in the Schedule 13D.
The information set forth in response to each separate Item below shall be
deemed to be a response to all Items where such information is relevant. The
Schedule 13D is hereby supplementally amended as follows:
Item 3. Source and Amount of Funds or Other Consideration
The source of funds used for the purchase of the Issuer?s securities
reflected in this amendment was the working capital of ValueAct Master Fund.
The aggregate funds used by these Reporting Persons to make such purchases
were $64,222,237.50.
Item 5. Interest in Securities of the Issuer
(a) and (b). Set forth below is the beneficial ownership of shares of
Common Stock of the Issuer for each person named in Item 2. Shares reported
as beneficially owned by ValueAct Master Fund are also reported as
beneficially owned by (i) ValueAct Management L.P. as the manager of each
such investment partnership, (ii) ValueAct Management LLC, as General Partner
of ValueAct Management L.P., (iii) ValueAct Holdings, as the sole owner of
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, Reporting Persons beneficially own 14,921,000
shares of Common Stock, representing approximately 9.8% of the Issuer’s
outstanding Common Stock. All percentages set forth in this Schedule 13D are
based upon the Issuer’s reported 152,256,733 outstanding shares of Common
Stock as of October 14, 2016, as reported on the Issuer?s Quarterly Report on
Form 10-Q for the quarterly period ended September 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 13D
by the Reporting Persons or on behalf of the Reporting Persons, inclusive of
any transaction effected through 4:00pm, New York City time, on October 31,
2016. Except as otherwise noted below, all such transactions were purchases
