Filing Details

 

CUSIP No. 880779103

SCHEDULE 13D

Page 2 of 7

 

1	NAME OF REPORTING PERSON OR
	I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Marcato Capital Management LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			4,430,470
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			4,430,470
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,430,470
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	6.2%
14	TYPE OF REPORTING PERSON
	IA

 

CUSIP No. 880779103

SCHEDULE 13D

Page 3 of 7

 

1	NAME OF REPORTING PERSON OR
	I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Richard T. McGuire III
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			4,430,470
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			4,430,470
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,430,470
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	6.2%
14	TYPE OF REPORTING PERSON
	IN

 

CUSIP No. 880779103

SCHEDULE 13D

Page 4 of 7

 

1	NAME OF REPORTING PERSON OR
	I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Marcato International Master Fund Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			4,430,470
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			4,430,470
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,430,470
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	6.2%
14	TYPE OF REPORTING PERSON
	OO

 

CUSIP No. 880779103

SCHEDULE 13D

Page 5 of 7

 

This amendment No. 5 to Schedule 13D (this “Amendment No. 5”) amends and supplements the Schedule 13D filed on July 28, 2016 (the “Initial Statement” and, as amended and supplemented through the date of this Amendment No. 5, collectively the “Statement”), by the undersigned, relating to the Common Stock, par value $0.01 per share (the “Shares”), of Terex Corporation, a Delaware corporation (the “Issuer”). Capitalized terms used and not defined in this Amendment No. 5 shall have the meaning ascribed to them in the Statement.

 

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.

 

This Amendment No. 5 is being filed as a result of Shares issued by the Issuer to Matthew Hepler in his capacity as a director of the Issuer, transactions by the Reporting Persons as set forth in Exhibit E, and certain Share repurchases effected by the Issuer, which, in the aggregate, decreased the percentage of Shares beneficially owned by the Reporting Persons to 6.2% of the total outstanding Shares. Except as specifically amended by this Amendment No. 5, the Statement is unchanged.

 

Item 5.

Interest in Securities of the Issuer

 

Item 5 is hereby amended and restated in its entirety to read as follows:

 

(a) As of the date hereof, Marcato, Mr. McGuire and Marcato International may each be deemed to be the beneficial owners of 4,430,470 Shares (the “Marcato Shares”), constituting approximately 6.2% of the Shares, based upon 71,200,000 Shares outstanding as of April 29, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019.

 

(b) Marcato International may be deemed to have the shared power to vote or direct the vote (and the shared power to dispose or direct the disposition) of the Marcato Shares. Marcato, as the investment manager of Marcato International, may be deemed to have the shared power to vote or direct the vote (and the shared power to dispose or direct the disposition) of the Marcato Shares. By virtue of Mr. McGuire’s position as the managing partner of Marcato, Mr. McGuire may be deemed to have the shared power to vote or direct the vote (and the shared power to dispose or direct the disposition) of the Marcato Shares and, therefore, Mr. McGuire may be deemed to be the beneficial owner of the Marcato Shares. The number of Shares set forth above includes options, which give the Reporting Persons the right to acquire beneficial ownership of Shares.

 

(c) The transactions by the Reporting Persons in the securities of the Issuer during the past sixty days are set forth in Exhibit E, which is incorporated herein by reference. Except as set forth in Exhibit E attached hereto, there have been no other transactions by the Reporting Persons in the securities of the Issuer in the past sixty days.

 

(d) The limited partners of (or investors in) Marcato International, or its subsidiaries or affiliated entities, for which Marcato or its affiliates acts as general partner and/or investment manager, have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for the accounts of their respective funds in accordance with their respective limited partnership interests (or investment percentages) in their respective funds.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

Item 6 is hereby supplementally amended as follows:

 

As reported in Exhibit E, the Reporting Persons exercised American-style call options described in the Initial Statement, and thereby acquired 1,100,000 Shares in the aggregate. On March 29, 2019, upon exercise of such call options, a corresponding number of the European-style put options described in the Initial Statement terminated in accordance with their terms.

 

Matthew Hepler, a Partner at Marcato, has agreed to transfer and assign to Marcato International all rights, title, interests, duties, obligations and liabilities with respect to compensation paid to Mr. Hepler in connection with his service as a director of the Issuer.

 

CUSIP No. 880779103

SCHEDULE 13D

Page 6 of 7

 

Item 7.

Material to be Filed as Exhibits

 

Item 7 is hereby supplementally amended by adding a reference to the following exhibit:

 

Exhibit E: Schedule of Transactions in Shares

 

CUSIP No. 880779103

SCHEDULE 13D

Page 7 of 7

 

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: May 21, 2019

 

	Marcato Capital Management LP¨
	By: Marcato Holdings LLC, its General Partner
	By:	/s/ Richard T. McGuire III
		Richard T. McGuire III, Authorized Person
	/s/ Richard T. McGuire III¨
	Richard T. McGuire III
	Marcato International Master Fund Ltd.
	By:		/s/ Richard T. McGuire III
			Richard T. McGuire III, Director

 

 

 

¨

This reporting person disclaims beneficial ownership of these reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that any such person is the beneficial owner of these securities for purposes of Section 16 of the U.S. Securities Exchange Act of 1934, as amended, or for any other purpose.

 

Exhibit E

 

Transactions

 

The following table sets forth all transactions with respect to Shares effected in the last sixty days by the Reporting Persons or on behalf of the Reporting Persons in respect of the Shares, inclusive of any transactions effected through 4:00 p.m., New York City time, on May 21, 2019.

 

Fund	Trade Date	Transaction	Shares Bought/(Sold)	Unit Cost	Security
Marcato International Master Fund Ltd.	05/17/2019	(1)	4,553	$0.00	Common Stock
Marcato International Master Fund Ltd.	03/29/2019	Sell	(1,100,000)	$31.54	Common Stock
Marcato International Master Fund Ltd.	03/29/2019	(2)	1,100,000	$14.00	Common Stock

 

(1)Represents Shares issued to Matthew Hepler, a Partner at Marcato, in his capacity as a director of the Issuer. Mr. Hepler has agreed to transfer and assign to Marcato International all rights, title, interests, duties, obligations and liabilities with respect to compensation paid to Mr. Hepler in connection with his service as a director of the Issuer. 

(2)Represents the exercise of certain call options and corresponding receipt of underlying Shares. Upon exercise of such call options, a corresponding number of put options terminated in accordance with their terms.