Filing Details
- Accession Number:
- 0001214659-20-001395
- Form Type:
- 13G Filing
- Publication Date:
- 2020-02-14 06:19:28
- Filed By:
- Farallon Capital
- Company:
- Westinghouse Air Brake Technologies Corp (NYSE:WAB)
- Filing Date:
- 2020-02-14
- SEC Url:
- 13G Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Farallon Capital Partners | 0 | 433,980 | 0 | 433,980 | 433,980 | 0.2% |
| Farallon Capital Institutional Partners | 0 | 489,898 | 0 | 489,898 | 489,898 | 0.3% |
| Farallon Capital Institutional Partners II | 0 | 90,292 | 0 | 90,292 | 90,292 | 0.0% |
| Farallon Capital Institutional Partners III | 0 | 60,166 | 0 | 60,166 | 60,166 | 0.0% |
| Four Crossings Institutional Partners V | 0 | 79,947 | 0 | 79,947 | 79,947 | 0.0% |
| Farallon Capital Offshore Investors II | 0 | 928,759 | 0 | 928,759 | 928,759 | 0.5% |
| Farallon Capital (AM) Investors | 0 | 36,429 | 0 | 36,429 | 36,429 | 0.0% |
| Farallon Capital AA Investors | 0 | 0 | 0 | 0 | 0 | 0.0% |
| Farallon Capital F5 Master I | 0 | 72,750 | 0 | 72,750 | 72,750 | 0.0% |
| Farallon Equity Partners Master | 0 | 2,876,966 | 0 | 2,876,966 | 2,876,966 | 1.5% |
| Farallon Partners | 0 | 4,996,437 | 0 | 4,996,437 | 4,996,437 | 2.6% |
| Farallon AA GP | 0 | 0 | 0 | 0 | 0 | 0.0% |
| Farallon Institutional (GP) V | 0 | 79,947 | 0 | 79,947 | 79,947 | 0.0% |
| Farallon F5 (GP) | 0 | 72,750 | 0 | 72,750 | 72,750 | 0.0% |
| Farallon Equity Partners (GP) | 0 | 2,876,966 | 0 | 2,876,966 | 2,876,966 | 1.5% |
| Philip D. Dreyfuss | 0 | 5,069,187 | 0 | 5,069,187 | 5,069,187 | 2.6% |
| Michael B. Fisch | 0 | 5,069,187 | 0 | 5,069,187 | 5,069,187 | 2.6% |
| Richard B. Fried | 0 | 5,069,187 | 0 | 5,069,187 | 5,069,187 | 2.6% |
| David T. Kim | 0 | 5,069,187 | 0 | 5,069,187 | 5,069,187 | 2.6% |
| Monica R. Landry See Item | 0 | 0 | 0 | 0 | 0 | 0.0% |
| Michael G. Linn | 0 | 5,069,187 | 0 | 5,069,187 | 5,069,187 | 2.6% |
| Rajiv A. Patel | 0 | 5,069,187 | 0 | 5,069,187 | 5,069,187 | 2.6% |
| Thomas G. Roberts, Jr | 0 | 5,069,187 | 0 | 5,069,187 | 5,069,187 | 2.6% |
| William Seybold | 0 | 5,069,187 | 0 | 5,069,187 | 5,069,187 | 2.6% |
| Andrew J. M. Spokes | 0 | 5,069,187 | 0 | 5,069,187 | 5,069,187 | 2.6% |
| John R. Warren | 0 | 5,069,187 | 0 | 5,069,187 | 5,069,187 | 2.6% |
| Mark C. Wehrly | 0 | 5,069,187 | 0 | 5,069,187 | 5,069,187 | 2.6% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3) *
| Westinghouse Air Brake Technologies Corporation |
(Name of Issuer)
|
| Common Stock, par value $0.01 per share |
(Title of Class of Securities)
|
| 929740108 |
(Cusip Number)
|
December 31, 2019 |
(Date of Event which Requires Filing of this Statement)
|
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following pages)
Page 1 of 35 Pages
Exhibit Index Found on Page 35
| Page 1 of 35 Pages |
13G
| CUSIP No. 929740108 |
| 1 | NAMES OF REPORTING PERSONS
Farallon Capital Partners, L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x** ** The reporting persons making this filing hold an aggregate of 5,069,187 Shares, which is 2.6% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. | ||
| 3 | SEC USE ONLY
| ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
California | ||
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH | 5 | SOLE VOTING POWER
-0- | |
| 6 | SHARED VOTING POWER
433,980 | ||
| 7 | SOLE DISPOSITIVE POWER
-0- | ||
| 8 | SHARED DISPOSITIVE POWER
433,980 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
433,980 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
PN | ||
| Page 2 of 35 Pages |
13G
| CUSIP No. 929740108 |
| 1 | NAMES OF REPORTING PERSONS
Farallon Capital Institutional Partners, L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x ** ** The reporting persons making this filing hold an aggregate of 5,069,187 Shares, which is 2.6% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. | ||
| 3 | SEC USE ONLY
| ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
California | ||
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH | 5 | SOLE VOTING POWER
-0- | |
| 6 | SHARED VOTING POWER
489,898 | ||
| 7 | SOLE DISPOSITIVE POWER
-0- | ||
| 8 | SHARED DISPOSITIVE POWER
489,898 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
489,898 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
PN | ||
| Page 3 of 35 Pages |
13G
| CUSIP No. 929740108 |
| 1 | NAMES OF REPORTING PERSONS
Farallon Capital Institutional Partners II, L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x ** ** The reporting persons making this filing hold an aggregate of 5,069,187 Shares, which is 2.6% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. | ||
| 3 | SEC USE ONLY
| ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
California | ||
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH | 5 | SOLE VOTING POWER
-0- | |
| 6 | SHARED VOTING POWER
90,292 | ||
| 7 | SOLE DISPOSITIVE POWER
-0- | ||
| 8 | SHARED DISPOSITIVE POWER
90,292 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
90,292 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
PN | ||
| Page 4 of 35 Pages |
13G
| CUSIP No. 929740108 |
| 1 | NAMES OF REPORTING PERSONS
Farallon Capital Institutional Partners III, L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x ** ** The reporting persons making this filing hold an aggregate of 5,069,187 Shares, which is 2.6% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. | ||
| 3 | SEC USE ONLY
| ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH | 5 | SOLE VOTING POWER
-0- | |
| 6 | SHARED VOTING POWER
60,166 | ||
| 7 | SOLE DISPOSITIVE POWER
-0- | ||
| 8 | SHARED DISPOSITIVE POWER
60,166 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
60,166 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
PN | ||
| Page 5 of 35 Pages |
13G
| CUSIP No. 929740108 |
| 1 | NAMES OF REPORTING PERSONS
Four Crossings Institutional Partners V, L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x ** ** The reporting persons making this filing hold an aggregate of 5,069,187 Shares, which is 2.6% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. | ||
| 3 | SEC USE ONLY
| ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH | 5 | SOLE VOTING POWER
-0- | |
| 6 | SHARED VOTING POWER
79,947 | ||
| 7 | SOLE DISPOSITIVE POWER
-0- | ||
| 8 | SHARED DISPOSITIVE POWER
79,947 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
79,947 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
PN | ||
| Page 6 of 35 Pages |
13G
| CUSIP No. 929740108 |
| 1 | NAMES OF REPORTING PERSONS
Farallon Capital Offshore Investors II, L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x ** ** The reporting persons making this filing hold an aggregate of 5,069,187 Shares, which is 2.6% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. | ||
| 3 | SEC USE ONLY
| ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | ||
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH | 5 | SOLE VOTING POWER
-0- | |
| 6 | SHARED VOTING POWER
928,759 | ||
| 7 | SOLE DISPOSITIVE POWER
-0- | ||
| 8 | SHARED DISPOSITIVE POWER
928,759 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
928,759 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.5% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
PN | ||
| Page 7 of 35 Pages |
13G
| CUSIP No. 929740108 |
| 1 | NAMES OF REPORTING PERSONS
Farallon Capital (AM) Investors, L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x ** ** The reporting persons making this filing hold an aggregate of 5,069,187 Shares, which is 2.6% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. | ||
| 3 | SEC USE ONLY
| ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH | 5 | SOLE VOTING POWER
-0- | |
| 6 | SHARED VOTING POWER
36,429 | ||
| 7 | SOLE DISPOSITIVE POWER
-0- | ||
| 8 | SHARED DISPOSITIVE POWER
36,429 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,429 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
PN | ||
| Page 8 of 35 Pages |
13G
| CUSIP No. 929740108 |
| 1 | NAMES OF REPORTING PERSONS
Farallon Capital AA Investors, L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x ** ** The reporting persons making this filing hold an aggregate of 5,069,187 Shares, which is 2.6% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. | ||
| 3 | SEC USE ONLY
| ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH | 5 | SOLE VOTING POWER
-0- | |
| 6 | SHARED VOTING POWER
-0- | ||
| 7 | SOLE DISPOSITIVE POWER
-0- | ||
| 8 | SHARED DISPOSITIVE POWER
-0- | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
PN | ||
| Page 9 of 35 Pages |
13G
| CUSIP No. 929740108 |
| 1 | NAMES OF REPORTING PERSONS
Farallon Capital F5 Master I, L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x ** ** The reporting persons making this filing hold an aggregate of 5,069,187 Shares, which is 2.6% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. | ||
| 3 | SEC USE ONLY
| ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH | 5 | SOLE VOTING POWER
-0- | |
| 6 | SHARED VOTING POWER
72,750 | ||
| 7 | SOLE DISPOSITIVE POWER
-0- | ||
| 8 | SHARED DISPOSITIVE POWER
72,750 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
72,750 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
PN | ||
| Page 10 of 35 Pages |
13G
| CUSIP No. 929740108 |
| 1 | NAMES OF REPORTING PERSONS
Farallon Equity Partners Master, L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x ** ** The reporting persons making this filing hold an aggregate of 5,069,187 Shares, which is 2.6% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. | ||
| 3 | SEC USE ONLY
| ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | ||
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH | 5 | SOLE VOTING POWER
-0- | |
| 6 | SHARED VOTING POWER
2,876,966 | ||
| 7 | SOLE DISPOSITIVE POWER
-0- | ||
| 8 | SHARED DISPOSITIVE POWER
2,876,966 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,876,966 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.5% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
PN | ||
| Page 11 of 35 Pages |
13G
| CUSIP No. 929740108 |
| 1 | NAMES OF REPORTING PERSONS
Farallon Partners, L.L.C. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x ** ** The reporting persons making this filing hold an aggregate of 5,069,187 Shares, which is 2.6% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. | ||
| 3 | SEC USE ONLY
| ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH | 5 | SOLE VOTING POWER
-0- | |
| 6 | SHARED VOTING POWER
4,996,437 | ||
| 7 | SOLE DISPOSITIVE POWER
-0- | ||
| 8 | SHARED DISPOSITIVE POWER
4,996,437 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,996,437 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.6% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
OO | ||
| Page 12 of 35 Pages |
13G
| CUSIP No. 929740108 |
| 1 | NAMES OF REPORTING PERSONS
Farallon AA GP, L.L.C. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x ** ** The reporting persons making this filing hold an aggregate of 5,069,187 Shares, which is 2.6% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. | ||
| 3 | SEC USE ONLY
| ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH | 5 | SOLE VOTING POWER
-0- | |
| 6 | SHARED VOTING POWER
-0- | ||
| 7 | SOLE DISPOSITIVE POWER
-0- | ||
| 8 | SHARED DISPOSITIVE POWER
-0- | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
OO | ||
| Page 13 of 35 Pages |
13G
| CUSIP No. 929740108 |
| 1 | NAMES OF REPORTING PERSONS
Farallon Institutional (GP) V, L.L.C. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x ** ** The reporting persons making this filing hold an aggregate of 5,069,187 Shares, which is 2.6% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. | ||
| 3 | SEC USE ONLY
| ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH | 5 | SOLE VOTING POWER
-0- | |
| 6 | SHARED VOTING POWER
79,947 | ||
| 7 | SOLE DISPOSITIVE POWER
-0- | ||
| 8 | SHARED DISPOSITIVE POWER
79,947 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
79,947 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
OO | ||
| Page 14 of 35 Pages |
13G
| CUSIP No. 929740108 |
| 1 | NAMES OF REPORTING PERSONS
Farallon F5 (GP), L.L.C. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x ** ** The reporting persons making this filing hold an aggregate of 5,069,187 Shares, which is 2.6% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. | ||
| 3 | SEC USE ONLY
| ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH | 5 | SOLE VOTING POWER
-0- | |
| 6 | SHARED VOTING POWER
72,750 | ||
| 7 | SOLE DISPOSITIVE POWER
-0- | ||
| 8 | SHARED DISPOSITIVE POWER
72,750 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
72,750 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
OO | ||
| Page 15 of 35 Pages |
13G
| CUSIP No. 929740108 |
| 1 | NAMES OF REPORTING PERSONS
Farallon Equity Partners (GP), L.L.C. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x ** ** The reporting persons making this filing hold an aggregate of 5,069,187 Shares, which is 2.6% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. | ||
| 3 | SEC USE ONLY
| ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH | 5 | SOLE VOTING POWER
-0- | |
| 6 | SHARED VOTING POWER
2,876,966 | ||
| 7 | SOLE DISPOSITIVE POWER
-0- | ||
| 8 | SHARED DISPOSITIVE POWER
2,876,966 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,876,966 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.5% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
OO | ||
| Page 16 of 35 Pages |
13G
| CUSIP No. 929740108 |
| 1 | NAMES OF REPORTING PERSONS
Philip D. Dreyfuss | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x ** ** The reporting persons making this filing hold an aggregate of 5,069,187 Shares, which is 2.6% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. | ||
| 3 | SEC USE ONLY
| ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | ||
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH | 5 | SOLE VOTING POWER
-0- | |
| 6 | SHARED VOTING POWER
5,069,187 | ||
| 7 | SOLE DISPOSITIVE POWER
-0- | ||
| 8 | SHARED DISPOSITIVE POWER
5,069,187 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,069,187 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.6% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
IN | ||
| Page 17 of 35 Pages |
13G
| CUSIP No. 929740108 |
| 1 | NAMES OF REPORTING PERSONS
Michael B. Fisch | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x ** ** The reporting persons making this filing hold an aggregate of 5,069,187 Shares, which is 2.6% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. | ||
| 3 | SEC USE ONLY
| ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | ||
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH | 5 | SOLE VOTING POWER
-0- | |
| 6 | SHARED VOTING POWER
5,069,187 | ||
| 7 | SOLE DISPOSITIVE POWER
-0- | ||
| 8 | SHARED DISPOSITIVE POWER
5,069,187 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,069,187 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.6% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
IN | ||
| Page 18 of 35 Pages |
13G
| CUSIP No. 929740108 |
| 1 | NAMES OF REPORTING PERSONS
Richard B. Fried | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x ** ** The reporting persons making this filing hold an aggregate of 5,069,187 Shares, which is 2.6% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. | ||
| 3 | SEC USE ONLY
| ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | ||
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH | 5 | SOLE VOTING POWER
-0- | |
| 6 | SHARED VOTING POWER
5,069,187 | ||
| 7 | SOLE DISPOSITIVE POWER
-0- | ||
| 8 | SHARED DISPOSITIVE POWER
5,069,187 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,069,187 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.6% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
IN | ||
| Page 19 of 35 Pages |
13G
| CUSIP No. 929740108 |
| 1 | NAMES OF REPORTING PERSONS
David T. Kim | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x ** ** The reporting persons making this filing hold an aggregate of 5,069,187 Shares, which is 2.6% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. | ||
| 3 | SEC USE ONLY
| ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | ||
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH | 5 | SOLE VOTING POWER
-0- | |
| 6 | SHARED VOTING POWER
5,069,187 | ||
| 7 | SOLE DISPOSITIVE POWER
-0- | ||
| 8 | SHARED DISPOSITIVE POWER
5,069,187 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,069,187 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.6% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
IN | ||
| Page 20 of 35 Pages |
13G
| CUSIP No. 929740108 |
| 1 | NAMES OF REPORTING PERSONS
Monica R. Landry [See Item 2.] | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x ** ** The reporting persons making this filing hold an aggregate of 5,069,187 Shares, which is 2.6% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. | ||
| 3 | SEC USE ONLY
| ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | ||
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH | 5 | SOLE VOTING POWER
-0- | |
| 6 | SHARED VOTING POWER
-0- | ||
| 7 | SOLE DISPOSITIVE POWER
-0- | ||
| 8 | SHARED DISPOSITIVE POWER
-0- | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
IN | ||
| Page 21 of 35 Pages |
13G
| CUSIP No. 929740108 |
| 1 | NAMES OF REPORTING PERSONS
Michael G. Linn | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x ** ** The reporting persons making this filing hold an aggregate of 5,069,187 Shares, which is 2.6% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. | ||
| 3 | SEC USE ONLY
| ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | ||
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH | 5 | SOLE VOTING POWER
-0- | |
| 6 | SHARED VOTING POWER
5,069,187 | ||
| 7 | SOLE DISPOSITIVE POWER
-0- | ||
| 8 | SHARED DISPOSITIVE POWER
5,069,187 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,069,187 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.6% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
IN | ||
| Page 22 of 35 Pages |
13G
| CUSIP No. 929740108 |
| 1 | NAMES OF REPORTING PERSONS
Rajiv A. Patel | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x ** ** The reporting persons making this filing hold an aggregate of 5,069,187 Shares, which is 2.6% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. | ||
| 3 | SEC USE ONLY
| ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | ||
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH | 5 | SOLE VOTING POWER
-0- | |
| 6 | SHARED VOTING POWER
5,069,187 | ||
| 7 | SOLE DISPOSITIVE POWER
-0- | ||
| 8 | SHARED DISPOSITIVE POWER
5,069,187 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,069,187 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.6% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
IN | ||
| Page 23 of 35 Pages |
13G
| CUSIP No. 929740108 |
| 1 | NAMES OF REPORTING PERSONS
Thomas G. Roberts, Jr. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x ** ** The reporting persons making this filing hold an aggregate of 5,069,187 Shares, which is 2.6% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. | ||
| 3 | SEC USE ONLY
| ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | ||
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH | 5 | SOLE VOTING POWER
-0- | |
| 6 | SHARED VOTING POWER
5,069,187 | ||
| 7 | SOLE DISPOSITIVE POWER
-0- | ||
| 8 | SHARED DISPOSITIVE POWER
5,069,187 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,069,187 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.6% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
IN | ||
| Page 24 of 35 Pages |
13G
| CUSIP No. 929740108 |
| 1 | NAMES OF REPORTING PERSONS
William Seybold | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x ** ** The reporting persons making this filing hold an aggregate of 5,069,187 Shares, which is 2.6% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. | ||
| 3 | SEC USE ONLY
| ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | ||
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH | 5 | SOLE VOTING POWER
-0- | |
| 6 | SHARED VOTING POWER
5,069,187 | ||
| 7 | SOLE DISPOSITIVE POWER
-0- | ||
| 8 | SHARED DISPOSITIVE POWER
5,069,187 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,069,187 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.6% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
IN | ||
| Page 25 of 35 Pages |
13G
| CUSIP No. 929740108 |
| 1 | NAMES OF REPORTING PERSONS
Andrew J. M. Spokes | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x ** ** The reporting persons making this filing hold an aggregate of 5,069,187 Shares, which is 2.6% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. | ||
| 3 | SEC USE ONLY
| ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom | ||
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH | 5 | SOLE VOTING POWER
-0- | |
| 6 | SHARED VOTING POWER
5,069,187 | ||
| 7 | SOLE DISPOSITIVE POWER
-0- | ||
| 8 | SHARED DISPOSITIVE POWER
5,069,187 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,069,187 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.6% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
IN | ||
| Page 26 of 35 Pages |
13G
| CUSIP No. 929740108 |
| 1 | NAMES OF REPORTING PERSONS
John R. Warren | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x ** ** The reporting persons making this filing hold an aggregate of 5,069,187 Shares, which is 2.6% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. | ||
| 3 | SEC USE ONLY
| ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | ||
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH | 5 | SOLE VOTING POWER
-0- | |
| 6 | SHARED VOTING POWER
5,069,187 | ||
| 7 | SOLE DISPOSITIVE POWER
-0- | ||
| 8 | SHARED DISPOSITIVE POWER
5,069,187 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,069,187 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.6% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
IN | ||
| Page 27 of 35 Pages |
13G
| CUSIP No. 929740108 |
| 1 | NAMES OF REPORTING PERSONS
Mark C. Wehrly | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x ** ** The reporting persons making this filing hold an aggregate of 5,069,187 Shares, which is 2.6% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. | ||
| 3 | SEC USE ONLY
| ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | ||
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH | 5 | SOLE VOTING POWER
-0- | |
| 6 | SHARED VOTING POWER
5,069,187 | ||
| 7 | SOLE DISPOSITIVE POWER
-0- | ||
| 8 | SHARED DISPOSITIVE POWER
5,069,187 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,069,187 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.6% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
IN | ||
| Page 28 of 35 Pages |
This Amendment No.3 to Schedule 13G amends and restates in its entirety the Schedule 13G initially filed on November 22, 2017 (together with all prior and current amendments thereto, this “Schedule 13G”).
Item 1. Issuer
| (a) | Name of Issuer: |
Westinghouse Air Brake Technologies Corporation (the “Company”)
| (b) | Address of Issuer’s Principal Executive Offices: |
1001 Air Brake Avenue
Wilmerding, PA 15148
Item 2. Identity and Background
Title of Class of Securities and CUSIP Number (Items 2(d) and (e))
This statement relates to shares of Common Stock, par value $0.01 per share (the "Shares"), of the Company. The CUSIP number of the Shares is 929740108.
Name of Persons Filing, Address of Principal Business Office and Citizenship (Items 2(a), (b) and (c))
This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons.”
The Farallon Funds
| (i) | Farallon Capital Partners, L.P., a California limited partnership (“FCP”), with respect to the Shares held by it; |
| (ii) | Farallon Capital Institutional Partners, L.P., a California limited partnership (“FCIP”), with respect to the Shares held by it; |
| (iii) | Farallon Capital Institutional Partners II, L.P., a California limited partnership (“FCIP II”), with respect to the Shares held by it; |
| (iv) | Farallon Capital Institutional Partners III, L.P., a Delaware limited partnership (“FCIP III”), with respect to the Shares held by it; |
| (v) | Four Crossings Institutional Partners V, L.P., a Delaware limited partnership (“FCIP V”), with respect to the Shares held by it; |
| (vi) | Farallon Capital Offshore Investors II, L.P., a Cayman Islands exempted limited partnership (“FCOI II”), with respect to the Shares held by it; |
| Page 29 of 35 Pages |
| (vii) | Farallon Capital (AM) Investors, L.P., a Delaware limited partnership (“FCAMI”), with respect to the Shares held by it; |
| (viii) | Farallon Capital AA Investors, L.P., a Delaware limited partnership (“FCAAI”), with respect to the Shares held by it; |
| (ix) | Farallon Capital F5 Master I, L.P., a Cayman Islands exempted limited partnership (“F5MI”), with respect to the Shares held by it; and |
| (x) | Farallon Equity Partners Master, L.P., a Cayman Islands exempted limited partnership (“FEPM”), with respect to the Shares held by it. |
FCP, FCIP, FCIP II, FCIP III, FCIP V, FCOI II, FCAMI, FCAAI, F5MI and FEPM are together referred to herein as the "Farallon Funds."
The Farallon General Partner
| (xi) | Farallon Partners, L.L.C., a Delaware limited liability company (the “Farallon General Partner”), which is (i) the general partner of each of FCP, FCIP, FCIP II, FCIP III, FCOI II and FCAMI and (ii) the sole member of the FCAAI General Partner, the FCIP V General Partner and the FEPM General Partner each (as defined below), with respect to the Shares held by each of the Farallon Funds other than F5MI. |
The FCAAI General Partner
| (xii) | Farallon AA GP, L.L.C., a Delaware limited liability company (the “FCAAI General Partner”), which is the general partner of FCAAI, with respect to the Shares held by FCAAI. |
The FCIP V General Partner
| (xiiii) | Farallon Institutional (GP) V, L.L.C., a Delaware limited liability company (the “FCIP V General Partner”), which is the general partner of FCIP V, with respect to the Shares held by FCIP V. |
The F5MI General Partner
| (xiv) | Farallon F5 (GP), L.L.C., a Delaware limited liability company (the “F5MI General Partner”), which is the general partner of F5MI, with respect to the Shares held by F5MI. |
The FEPM General Partner
| (xv) | Farallon Equity Partners (GP), L.L.C., a Delaware limited liability company (the “FEPM General Partner”), which is the general partner of FEPM, with respect to the Shares held by FEPM. |
| Page 30 of 35 Pages |
The Farallon Individual Reporting Persons
| (xvi) | The following persons, each of whom is a managing member or senior managing member, as the case may be, of the Farallon General Partner and a manager or senior manager, as the case may be, of the FCAAI General Partner, the FCIP V General Partner, the FEPM General Partner and the F5MI General Partner, with respect to the Shares held by the Farallon Funds: Philip D. Dreyfuss (“Dreyfuss”), Michael B. Fisch (“Fisch”), Richard B. Fried (“Fried”), David T. Kim (“Kim”), Michael G. Linn (“Linn”), Rajiv A. Patel (“Patel”), Thomas G. Roberts, Jr. (“Roberts”), William Seybold (“Seybold”), Andrew J. M. Spokes (“Spokes”), John R. Warren (“Warren”) and Mark C. Wehrly (“Wehrly”). |
Dreyfuss, Fisch, Fried, Kim, Linn, Patel, Roberts, Seybold, Spokes, Warren and Wehrly are together referred to herein as the “Farallon Individual Reporting Persons.”
This Schedule 13G reports that effective December 31, 2019, Monica R. Landry (“Landry”) resigned as a managing member of the Farallon General Partner and a manager of the FCAAI General Partner, the FCIP V General Partner, the FEPM General Partner and the F5MI General Partner. Accordingly, as of that date, Landry no longer may be deemed a beneficial owner of any Shares held by the Farallon Funds. Unless the context otherwise requires, any reference herein to the “Farallon Individual Reporting Persons” shall not include Landry.
The citizenship of each of the Farallon Funds, the Farallon General Partner, the FCAAI General Partner, the FCIP V General Partner, the F5MI General Partner and the FEPM General Partner is set forth above. Each of Landry and the Farallon Individual Reporting Persons, other than Spokes, is a citizen of the United States. Spokes is a citizen of the United Kingdom. The address of the principal business office of each of the Reporting Persons is c/o Farallon Capital Management, L.L.C., One Maritime Plaza, Suite 2100, San Francisco, California 94111.
Item 3. If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing Is an Entity Specified in (a) - (k):
Not applicable.
Item 4. Ownership
The information required by Items 4(a) - (c) and set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person.
| Page 31 of 35 Pages |
The Shares reported hereby for the Farallon Funds are owned directly by the Farallon Funds. The Farallon General Partner, as general partner of FCP, FCIP, FCIP II, FCIP III, FCOI II and FCAMI and the sole member of each of the FCAAI General Partner, the FCIP V General Partner and the FEPM General Partner, may be deemed to be a beneficial owner of all such Shares owned by the Farallon Funds other than F5MI. The FCAAI General Partner, as general partner of FCAAI, may be deemed to be a beneficial owner of all such Shares owned by FCAAI. The FCIP V General Partner, as general partner of FCIP V, may be deemed to be a beneficial owner of all such Shares owned by FCIP V. The F5MI General Partner, as general partner of F5MI, may be deemed to be a beneficial owner of all such Shares owned by F5MI. The FEPM General Partner, as general partner of FEPM, may be deemed to be a beneficial owner of all such Shares owned by FEPM. Each of the Farallon Individual Reporting Persons, as a managing member or senior managing member, as the case may be, of the Farallon General Partner and a manager or senior manager, as the case may be, of the FCAAI General Partner, the FCIP V General Partner, the FEPM General Partner and the F5MI General Partner, in each case with the power to exercise investment discretion, may be deemed to be a beneficial owner of all such Shares owned by the Farallon Funds. Each of the Farallon General Partner, the FCAAI General Partner, FCIP V General Partner, the F5MI General Partner, the FEPM General Partner and the Farallon Individual Reporting Persons hereby disclaims any beneficial ownership of any such Shares.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof each of the Reporting Persons has ceased to be a beneficial owner of more than five percent of the class of securities, check the following: ☒
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
Not applicable.
Item 8. Identification and Classification of Members of the Group
The Reporting Persons are filing this Schedule 13G pursuant to Section 240.13d-1(c). Consistent with Item 2 of the cover page for each Reporting Person above, the Reporting Persons neither disclaim nor affirm the existence of a group among them.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
| Page 32 of 35 Pages |
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: February 13, 2020
/s/ Michael B. Fisch
FARALLON PARTNERS, L.L.C.,
On its own behalf and
As the General Partner of
FARALLON CAPITAL PARTNERS, L.P.,
FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.,
FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.,
FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.,
FARALLON CAPITAL OFFSHORE INVESTORS II, L.P. and
FARALLON CAPITAL (AM) INVESTORS, L.P.
By Michael B. Fisch, Managing Member
/s/ Michael B. Fisch
FARALLON INSTITUTIONAL (GP) V, L.L.C.
On its own behalf and
As the General Partner of
FOUR CROSSINGS INSTITUTIONAL PARTNERS V, L.P.
By Michael B. Fisch, Manager
/s/ Michael B. Fisch
FARALLON AA GP, L.L.C.,
On its own behalf and
As the General Partner of
FARALLON CAPITAL AA INVESTORS, L.P.
By Michael B. Fisch, Manager
/s/ Michael B. Fisch
FARALLON F5 (GP), L.L.C.
On its own behalf and
As the General Partner of
FARALLON CAPITAL F5 MASTER I, L.P.
By Michael B. Fisch, Manager
| Page 33 of 35 Pages |
/s/ Michael B. Fisch
FARALLON EQUITY PARTNERS (GP), L.L.C.
On its own behalf and
As the General Partner of
FARALLON EQUITY PARTNERS MASTER, L.P.
By Michael B. Fisch, Manager
/s/ Michael B. Fisch
Michael B. Fisch, individually and as attorney-in-fact for each of Philip D. Dreyfuss, Richard B. Fried, David T. Kim, Monica R. Landry, Michael G. Linn, Rajiv A. Patel, Thomas G. Roberts, Jr., William Seybold, Andrew J. M. Spokes, John R. Warren and Mark C. Wehrly
The Power of Attorney executed by Landry authorizing Fisch to sign and file this Schedule 13G on her behalf, which was filed as an exhibit to the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on August 26, 2014 by such Reporting Person with respect to the Common Stock of Town Sports International Holdings Inc., is hereby incorporated by reference. The Powers of Attorney executed by each of Dreyfuss, Fried, Kim, Linn, Patel, Roberts, Seybold, Spokes, Warren and Wehrly authorizing Fisch to sign and file this Schedule 13G on his behalf, which were filed as exhibits to the Schedule 13G filed with the SEC on February 13, 2020 by such Reporting Persons with respect to the Common Stock of Broadmark Realty Capital Inc., are hereby incorporated by reference.
| Page 34 of 35 Pages |
EXHIBIT INDEX
| EXHIBIT 1 | Joint Acquisition Statement Pursuant to Section 240.13d-1(k) (previously filed) |
Page 35 of 35 Pages