Filing Details

UNITED STATES

(Amendment No. 1)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* 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 disclosures provided in a prior cover page.

The information required on 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).

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*See Item 3

**See Item 2 and 5

Item 4.     Purpose of Transaction

     (a) and (b). Set forth below is the beneficial ownership of Common Units of the Issuer for each person named in Item 2. Common Units reported as beneficially owned by ValueAct Spring Fund are also reported as beneficially owned by (i) ValueAct Management L.P. as the manager of ValueAct Spring Fund, (ii) ValueAct Management LLC, as General Partner of ValueAct Management L.P., (iii) ValueAct Holdings, as the majority owner of the membership interests of VA Partners I, (iv) ValueAct Holdings II, as the sole owner of the limited partnership interests of ValueAct Management L.P. and the membership interests of ValueAct Management LLC, and (v) ValueAct Holdings GP, as General Partner of ValueAct Holdings and ValueAct Holdings II.  Common Units reported as beneficially owned by ValueAct Spring Fund are also reported as beneficially owned by VA Partners I, as General Partner of ValueAct Spring Fund.  VA Partners I, ValueAct Management L.P., ValueAct Management LLC, ValueAct Holdings, ValueAct Holdings II, 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 Spring 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 Common Units, with VA Partners I, ValueAct Management L.P., ValueAct Management LLC, ValueAct Holdings, ValueAct Holdings II, and ValueAct Holdings GP.

     As of the date hereof, the Reporting Persons may be deemed to be the beneficial owner of 4,834,867 Common Units, representing approximately 12.2% of the Issuer's outstanding Common Units. All percentages set forth in this Schedule 13D are based upon the Issuer's reported 39,765,192 outstanding Common Units as of June 18, 2020 as reported in the Issuer's Current Report on Form 8-K dated June 18, 2020.

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Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

     (1)  Exhibit 99.2 of the Issuer's Current Report on Form 8-K dated June 18, 2020 and incorporated herein by reference.

     (2)  Common Unit Purchase Agreement, disclosed as Exhibit 10.1 of the Issuer's Current Report on Form 8-K dated June 18, 2020, and incorporated herein by reference.

     (3)  Registration Rights Agreement with the Issuer, the form of which was disclosed as Exhibit A to Exhibit 10.1 of the Issuer's Current Report on Form 8-K dated June 18, 2020, and incorporated herein by reference.

     (4)  Lock-Up Agreement with the Issuer, the form of which was disclosed as Exhibit D to Exhibit 10.1 of the Issuer's Current Report on Form 8-K dated June 18, 2020, and incorporated herein by reference.

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below on this Schedule 13D hereby constitutes and appoints Jeffrey W. Ubben, Bradley E. Singer, G. Mason Morfit and Jason Breeding, and each of them, with full power to act without the other, his or its true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or it and in his or its name, place and stead, in any and all capacities (until revoked in writing) to sign any and all amendments to this Schedule 13D, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary fully to all intents and purposes as he or it might or could do in person, thereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.