Page 10 of 13 – SEC FilingSCHEDULE 13D
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CUSIP NO. G96629103 Page 10 of 15
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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.
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CUSIP NO. G96629103 Page 10 of 15
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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
8,108,015 shares of Common Stock, representing approximately 5.9% 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 8,108,015 shares of Common Stock, representing approximately
5.9% of the Issuer’s outstanding Common Stock.
All percentages set forth in this Schedule 13D are based upon the
Issuer’s reported 138,172,062 outstanding shares of Common Stock as
reported in the Issuer’s Form 10-Q for the quarterly period ended December
31, 2015.
(c) In the previous sixty days, ValueAct Master Fund, one of the
Reporting Persons, entered into a Master Confirmation in respect of Equity
Forward Transactions (the “Master Confirmation”) with Societe Generale
(the “Counterparty”) relating to shares of the Common Stock of the Issuer and
entered into forward transactions thereunder (the “Forward Transactions”) on
the dates and in the notional share amounts (the “Number of Forward Shares”)
as set forth on Annex 1 hereto, all as more fully described in Item 6 below.
The Master Confirmation is subject to the terms of an ISDA Master Agreement,
Schedule and Credit Support Annex already in place between ValueAct Master
Fund and the Counterparty.
(d) and (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
On March 4 and 7, 2016 ValueAct Master Fund entered into the Master
Confirmation and the Forward Transactions in accordance with the trade
details set forth on Annex?1 hereto.
Under the terms of the Master Confirmation, ValueAct Master Fund shall
have the option to elect physical settlement or cash settlement for the
Forward Transactions, but physical settlement, which is the default
settlement method, shall only be available subject to conditions that became
satisfied on March 31, 2016.
Prior to physical settlement, the Forward Transactions do not give
the Reporting Persons direct or indirect voting, investment or dispositive
