Page 6 of 8 – SEC Filing This Amendment No. 2 (“Amendment No.
2”) amends and supplements the statements on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”)
on January 26, 2016 (the “Original Schedule 13D”) and Amendment No. 1 to the Original Schedule 13D, filed with
the SEC on March 8, 2016 (“Amendment No. 1,” together with this Amendment No. 2 and the Original Schedule 13D,
the “Schedule 13D”) with respect to the common stock, par value $0.01 per share (the “Common Stock”),
of United Continental Holdings, Inc., a Delaware corporation (the “Issuer”). Capitalized terms used herein and
not otherwise defined in this Amendment No. 2 have the meanings set forth in the Original Schedule 13D and Amendment No. 1. This
Amendment No. 2 amends Items 2, 4, 5, 6, and 7 as set forth below.
Item 2. IDENTITY AND BACKGROUND Item 2 of the Schedule 13D is hereby amended and supplemented by
the addition of the following:
As a result of the Settlement Agreement (as defined in Item 4), the Reporting Persons and PAR may no longer be deemed members of “group” as defined in Rule 13d-5 of the Exchange Act, and the Reporting Persons shall cease to be Reporting Persons immediately following the filing of this Amendment No. 2. A copy of the Settlement Agreement is attached as Exhibit 3 to this Schedule 13D and is incorporated by reference herein.
Item 4. PURPOSE OF TRANSACTION
Item 4 of the Schedule 13D is hereby amended and supplemented by
the addition of the following:
On April 19, 2016,
the Altimeter Parties, the General Partner, PAR and certain affiliates of PAR (collectively, the
“Settlement Parties”) entered into a settlement agreement with the Issuer (the
“Settlement Agreement”) whereby the Fund agreed to withdraw its notice of nomination,
originally sent to the Issuer on March 8, 2016, and whereby the parties agreed, among other things, and
subject to certain conditions, that the Board will: (i) immediately following the execution and delivery of
the Settlement Agreement (the “Effective Time”), increase the size of the Board to
seventeen directors and appoint Edward Shapiro (“Mr. Shapiro”) and Barnaby Harford
(“Mr. Harford”) to fill the newly-created vacancies and to serve as directors on the
Board; (ii) include Messrs. Shapiro and Harford in its slate of nominees for election as directors at the
2016 annual meeting of stockholders (the “2016 Annual Meeting”) and solicit proxies in
favor of the election of Messrs. Shapiro and Harford at the 2016 Annual Meeting; and (iii) mutually agree with
the Investment Manager and PAR to identify an additional director (the “New
Independent Director”) and appoint the New Independent Director to the Board as promptly as
possible following the Effective Time and with an outside target date of six months after the
Effective Time. In addition, the Issuer shall include the New Independent Director in its slate
of nominees for election as directors at the 2017 annual meeting of stockholders (the “2017 Annual
Meeting”) and solicit proxies in favor of the New Independent Director. The Settlement Parties will
also abide by certain customary standstill provisions, such provisions to last until the later of (x)
the day Mr. Shapiro is no longer a director and (y) two weeks prior to the deadline for the submission
of notices of stockholder nominations or proposals under the Issuer’s Amended and Restated Bylaws
for the 2017 Annual Meeting (the “Standstill Period”). The standstill
provisions provide that each of the Settlement Parties agrees to cause all shares of Common
Stock beneficially owned by it to be present for quorum purposes and to be voted in favor of the
directors nominated by the Board for election or other business that may come before any shareholder meeting
during the Standstill Period, subject to certain exceptions. The foregoing summary of the Settlement
Agreement is qualified in its entirety by reference to the full text of the Settlement Agreement, which
is attached as Exhibit 3 to this Schedule 13D and which is incorporated by reference herein.
This Amendment No. 2 (“Amendment No.
2”) amends and supplements the statements on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”)
on January 26, 2016 (the “Original Schedule 13D”) and Amendment No. 1 to the Original Schedule 13D, filed with
the SEC on March 8, 2016 (“Amendment No. 1,” together with this Amendment No. 2 and the Original Schedule 13D,
the “Schedule 13D”) with respect to the common stock, par value $0.01 per share (the “Common Stock”),
of United Continental Holdings, Inc., a Delaware corporation (the “Issuer”). Capitalized terms used herein and
not otherwise defined in this Amendment No. 2 have the meanings set forth in the Original Schedule 13D and Amendment No. 1. This
Amendment No. 2 amends Items 2, 4, 5, 6, and 7 as set forth below.
| Item 2. | IDENTITY AND BACKGROUND | |
| Item 2 of the Schedule 13D is hereby amended and supplemented by | ||
| As a result of the Settlement Agreement (as defined in Item 4), the Reporting Persons and PAR may no longer be deemed members of “group” as defined in Rule 13d-5 of the Exchange Act, and the Reporting Persons shall cease to be Reporting Persons immediately following the filing of this Amendment No. 2. A copy of the Settlement Agreement is attached as Exhibit 3 to this Schedule 13D and is incorporated by reference herein. | ||
| Item 4. | PURPOSE OF TRANSACTION |
| Item 4 of the Schedule 13D is hereby amended and supplemented by |
| On April 19, 2016, the Altimeter Parties, the General Partner, PAR and certain affiliates of PAR (collectively, the “Settlement Parties”) entered into a settlement agreement with the Issuer (the “Settlement Agreement”) whereby the Fund agreed to withdraw its notice of nomination, originally sent to the Issuer on March 8, 2016, and whereby the parties agreed, among other things, and subject to certain conditions, that the Board will: (i) immediately following the execution and delivery of the Settlement Agreement (the “Effective Time”), increase the size of the Board to seventeen directors and appoint Edward Shapiro (“Mr. Shapiro”) and Barnaby Harford (“Mr. Harford”) to fill the newly-created vacancies and to serve as directors on the Board; (ii) include Messrs. Shapiro and Harford in its slate of nominees for election as directors at the 2016 annual meeting of stockholders (the “2016 Annual Meeting”) and solicit proxies in favor of the election of Messrs. Shapiro and Harford at the 2016 Annual Meeting; and (iii) mutually agree with the Investment Manager and PAR to identify an additional director (the “New Independent Director”) and appoint the New Independent Director to the Board as promptly as possible following the Effective Time and with an outside target date of six months after the Effective Time. In addition, the Issuer shall include the New Independent Director in its slate of nominees for election as directors at the 2017 annual meeting of stockholders (the “2017 Annual Meeting”) and solicit proxies in favor of the New Independent Director. The Settlement Parties will also abide by certain customary standstill provisions, such provisions to last until the later of (x) the day Mr. Shapiro is no longer a director and (y) two weeks prior to the deadline for the submission of notices of stockholder nominations or proposals under the Issuer’s Amended and Restated Bylaws for the 2017 Annual Meeting (the “Standstill Period”). The standstill provisions provide that each of the Settlement Parties agrees to cause all shares of Common Stock beneficially owned by it to be present for quorum purposes and to be voted in favor of the directors nominated by the Board for election or other business that may come before any shareholder meeting during the Standstill Period, subject to certain exceptions. The foregoing summary of the Settlement Agreement is qualified in its entirety by reference to the full text of the Settlement Agreement, which is attached as Exhibit 3 to this Schedule 13D and which is incorporated by reference herein. |
