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NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

SOLE VOTING POWER

-0-

SHARED VOTING POWER

7,941,190

SOLE DISPOSITIVE POWER

-0-

SHARED DISPOSITIVE POWER

7,941,190

Accession Number:: 0001193125-20-212032
Form Type:: 13D Filing
Publication Date:: 2020-08-06 17:01:53

Filed By:: Senator Investment Group
Company:: Corelogic Inc. (NYSE:CLGX)
Filing Date:: 2020-08-06
SEC Url:: 13D Filing

Ownership Summary

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	Shared Voting Power	Shared Dispositive Power	Aggregate Amount Owned Power	Percent of Class
Senator Investment Group	7,941,190	7,941,190	7,941,190	9.99%
Senator Management	7,941,190	7,941,190	7,941,190	9.99%
Senator GP	7,941,190	7,941,190	7,941,190	9.99%
Senator Master GP	7,941,190	7,941,190	7,941,190	9.99%
Douglas Silverman	7,941,190	7,941,190	7,941,190	9.99%
Cannae Holdings, Inc	7,941,190	7,941,190	7,941,190	9.99%
Cannae Holdings	7,941,190	7,941,190	7,941,190	9.99%

Filing

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

CoreLogic, Inc.

(Name of Issuer)

Common Stock, par value $0.00001 per share

(Title of Class of Securities)

21871D103

(CUSIP Number)

Evan Gartenlaub

General Counsel

Senator Investment Group LP

510 Madison Avenue, 28th Floor

New York, New York 10022

(212) 376-4300

Michael L. Gravelle

Executive Vice President, General Counsel and Corporate
Secretary

Cannae Holdings, Inc.

1701 Village Center Circle

Las Vegas, NV 89134

(703) 323-7330

With a copy to:

Richard M. Brand

Stephen Fraidin

Joshua A. Apfelroth

Cadwalader, Wickersham & Taft LLP

200 Liberty Street

New York, New York 10281

(212) 504-6000

Michael J. Aiello

Eoghan P. Keenan

Weil, Gotshal & Manges LLP

767 5th Avenue

New York, New York 10153

(212) 310-8000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 6, 2020

(Date of Event which Requires Filing of this Statement)

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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐

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).


CUSIP No. 21871D103		SCHEDULE 13D		Page 2 of 10 Pages


1		NAME OF REPORTING PERSON Senator Investment Group 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 PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

⁽¹⁾	Calculated based on 79,458,522 shares of common stock, $0.00001 par value per share (the Common Stock), of CoreLogic, Inc. (the Issuer), outstanding as of July 21, 2020, as reported in the Issuers Quarterly Report on Form 10-Q filed on July 27, 2020.


CUSIP No. 21871D103		SCHEDULE 13D		Page 3 of 10 Pages


1		NAME OF REPORTING PERSON Senator Management LLC
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 PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

⁽¹⁾	Calculated based on 79,458,522 shares of Common Stock, outstanding as of July 21, 2020, as reported in the Issuers Quarterly Report on Form 10-Q filed on July 27, 2020.


CUSIP No. 21871D103		SCHEDULE 13D		Page 4 of 10 Pages


1		NAME OF REPORTING PERSON Senator GP LLC
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 PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

⁽¹⁾	Calculated based on 79,458,522 shares of Common Stock, outstanding as of July 21, 2020, as reported in the Issuers Quarterly Report on Form 10-Q filed on July 27, 2020.


CUSIP No. 21871D103		SCHEDULE 13D		Page 5 of 10 Pages


1		NAME OF REPORTING PERSON Senator Master GP LLC
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 PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

⁽¹⁾	Calculated based on 79,458,522 shares of Common Stock, outstanding as of July 21, 2020, as reported in the Issuers Quarterly Report on Form 10-Q filed on July 27, 2020.


CUSIP No. 21871D103		SCHEDULE 13D		Page 6 of 10 Pages


1		NAME OF REPORTING PERSON Douglas Silverman
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 PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States

⁽¹⁾	Calculated based on 79,458,522 shares of Common Stock, outstanding as of July 21, 2020, as reported in the Issuers Quarterly Report on Form 10-Q filed on July 27, 2020.


CUSIP No. 21871D103		SCHEDULE 13D		Page 7 of 10 Pages


1		NAME OF REPORTING PERSON Cannae Holdings, Inc.
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 PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

⁽¹⁾	Calculated based on 79,458,522 shares of Common Stock, outstanding as of July 21, 2020, as reported in the Issuers Quarterly Report on Form 10-Q filed on July 27, 2020.


CUSIP No. 21871D103		SCHEDULE 13D		Page 8 of 10 Pages


1		NAME OF REPORTING PERSON Cannae Holdings, LLC
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 PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

⁽¹⁾	Calculated based on 79,458,522 shares of Common Stock, outstanding as of July 21, 2020, as reported in the Issuers Quarterly Report on Form 10-Q filed on July 27, 2020.


CUSIP No. 21871D103		SCHEDULE 13D		Page 9 of 10 Pages

This Amendment No. 2 to Schedule 13D (this Amendment No. 2) relates to the Schedule 13D filed on June 30, 2020 (the Initial 13D and, as amended and supplemented through the date of this Amendment No. 2, collectively, the Schedule 13D) by the Reporting Persons, relating to the Common Stock of the Issuer. Capitalized terms used but not defined in this Amendment No. 2 shall have the meaning set forth in the Schedule 13D. This Amendment No. 2 amends Item 6 and 7 as set forth below.

Item 6.

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following information:

The form of agreement with respect to the Cash-Settled Swaps referencing 3,942,810 shares of Common Stock entered into by SFS is filed as Exhibit 5, and is incorporated herein by reference. The form of agreement with respect to the Total Return Swaps referencing 550,000 shares of Common Stock entered into by SFS is filed as Exhibit 6, and is incorporated herein by reference. The form of agreement with respect to the Share Forwards referencing 885,000 shares of Common Stock entered into by SFS is filed as Exhibit 7, and is incorporated herein by reference. The key financial and economic terms of each Cash-Settled Swaps, Total Return Swaps and Share Forwards, to the extent not reflected in such form agreements, are described in this Item 6 and in the trading data included in Schedule 1.

Item 7.

MATERIAL TO BE FILED AS EXHIBITS

Item 7 of the Schedule 13D is hereby amended and supplemented by adding a reference to the following exhibit:

Exhibit 5: Form of Cash-Settled Swaps Master Confirmation

Exhibit 6: Form of Total Return Swaps Master Confirmation

Exhibit 7: Form of Share Forwards Master Confirmation


CUSIP No. 21871D103		SCHEDULE 13D		Page 10 of 10 Pages

SIGNATURES

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

Date: August 6, 2020

SENATOR INVESTMENT GROUP LP

/s/ Evan Gartenlaub

Name: Evan Gartenlaub

Title: General Counsel

SENATOR MANAGEMENT LLC

/s/ Evan Gartenlaub

Name: Evan Gartenlaub

Title: General Counsel

SENATOR GP LLC

/s/ Evan Gartenlaub

Name: Evan Gartenlaub

Title: General Counsel

SENATOR MASTER GP LLC

/s/ Evan Gartenlaub

Name: Evan Gartenlaub

Title: General Counsel

/s/ Evan Gartenlaub as Attorney-in-Fact*

DOUGLAS SILVERMAN

CANNAE HOLDINGS, INC.

/s/ Michael L. Gravelle

Name: Michael L. Gravelle

Title: Executive Vice President, General Counsel and Corporate Secretary

CANNAE HOLDINGS, LLC

/s/ Michael L. Gravelle

Name: Michael L. Gravelle

Title: Managing Director, General Counsel and Corporate Secretary

*	Pursuant to a Power of Attorney attached to the Schedule 13G filed on April 24, 2013 by Senator Investment Group LP in respect of its ownership in Tamino Corporation.