Filing Details
- Accession Number:
- 0001193125-20-293232
- Form Type:
- 13D Filing
- Publication Date:
- 2020-11-13 17:29:28
- Filed By:
- New Mountain Vantage Advisers, L.l.c.
- Company:
- Virtusa Corp (NASDAQ:EXLS)
- Filing Date:
- 2020-11-13
- SEC Url:
- 13D 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 |
|---|---|---|---|---|---|---|
| New Mountain Vantage LO | 0 | 21,604 | 0 | 21,604 | 21,604 | 0.07% |
| New Mountain Vantage Focus | 0 | 92,345 | 0 | 92,345 | 92,345 | 0.30% |
| New Mountain Vantage (California) II | 0 | 342,217 | 0 | 342,217 | 342,217 | 1.13% |
| New Mountain Vantage | 0 | 60,126 | 0 | 60,126 | 60,126 | 0.20% |
| New Mountain Vantage Co-Invest II | 0 | 1,078,482 | 0 | 1,078,482 | 1,078,482 | 3.56% |
| New Mountain Vantage GP | 0 | 1,841,229 | 0 | 1,841,229 | 1,841,229 | 6.07% |
| New Mountain Vantage Advisers | 0 | 1,594,774 | 0 | 1,594,774 | 1,594,774 | 5.26% |
| Steven B. Klinsky | 0 | 1,841,229 | 0 | 1,841,229 | 1,841,229 | 6.07% |
| Date of Transaction Amount of Security Bought (Sold) Price Per Share (including brokerage commissions and transaction costs) New Mountain Vantage LO |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
Virtusa Corporation
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
92827P102
(CUSIP Number)
New Mountain Vantage Advisers, L.L.C.
787 Seventh Avenue, 49th Floor
New York, NY 10019
(212) 720-0300
With a copy to:
Russell Leaf
Jared Fertman
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019
(212) 728-8000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 11, 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 which 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 persons 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).
| CUSIP No. 92827P102 | 13D | Page 2 of 10 |
| (1) | NAMES OF REPORTING PERSONS
New Mountain Vantage LO, L.P. | |||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC USE ONLY
| |||||
| (4) | SOURCE OF FUNDS (see instructions)
WC | |||||
| (5) | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 shares | ||||
| (8) | SHARED VOTING POWER
21,604 shares | |||||
| (9) | SOLE DISPOSITIVE POWER
0 shares | |||||
| (10) | SHARED DISPOSITIVE POWER
21,604 shares | |||||
| (11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,604 shares | |||||
| (12) | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| (13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.07%* | |||||
| (14) | TYPE OF REPORTING PERSON (see instructions)
PN | |||||
| * | Percentage calculated based on 30,309,509 shares of common stock, par value $0.01 per share, outstanding as of the close of business on October 9, 2020, as reported by Virtusa Corporation in its definitive proxy statement filed on October 20, 2020. |
| CUSIP No. 92827P102 | 13D | Page 3 of 10 |
| (1) | NAMES OF REPORTING PERSONS
New Mountain Vantage Focus, L.P. | |||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC USE ONLY
| |||||
| (4) | SOURCE OF FUNDS (see instructions)
WC | |||||
| (5) | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 shares | ||||
| (8) | SHARED VOTING POWER
92,345 shares | |||||
| (9) | SOLE DISPOSITIVE POWER
0 shares | |||||
| (10) | SHARED DISPOSITIVE POWER
92,345 shares | |||||
| (11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
92,345 shares | |||||
| (12) | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| (13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.30%* | |||||
| (14) | TYPE OF REPORTING PERSON (see instructions)
PN | |||||
| * | Percentage calculated based on 30,309,509 shares of common stock, par value $0.01 per share, outstanding as of the close of business on October 9, 2020, as reported by Virtusa Corporation in its definitive proxy statement filed on October 20, 2020. |
| CUSIP No. 92827P102 | 13D | Page 4 of 10 |
| (1) | NAMES OF REPORTING PERSONS
New Mountain Vantage (California) II, L.P. | |||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC USE ONLY
| |||||
| (4) | SOURCE OF FUNDS (see instructions)
WC | |||||
| (5) | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 shares | ||||
| (8) | SHARED VOTING POWER
342,217 shares | |||||
| (9) | SOLE DISPOSITIVE POWER
0 shares | |||||
| (10) | SHARED DISPOSITIVE POWER
342,217 shares | |||||
| (11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
342,217 shares | |||||
| (12) | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| (13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.13%* | |||||
| (14) | TYPE OF REPORTING PERSON (see instructions)
PN | |||||
| * | Percentage calculated based on 30,309,509 shares of common stock, par value $0.01 per share, outstanding as of the close of business on October 9, 2020, as reported by Virtusa Corporation in its definitive proxy statement filed on October 20, 2020 |
| CUSIP No. 92827P102 | 13D | Page 5 of 10 |
| (1) | NAMES OF REPORTING PERSONS
New Mountain Vantage, L.P. | |||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC USE ONLY
| |||||
| (4) | SOURCE OF FUNDS (see instructions)
WC | |||||
| (5) | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 shares | ||||
| (8) | SHARED VOTING POWER
60,126 shares | |||||
| (9) | SOLE DISPOSITIVE POWER
0 shares | |||||
| (10) | SHARED DISPOSITIVE POWER
60,126 shares | |||||
| (11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
60,126 shares | |||||
| (12) | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| (13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.20%* | |||||
| (14) | TYPE OF REPORTING PERSON (see instructions)
PN | |||||
| * | Percentage calculated based on 30,309,509 shares of common stock, par value $0.01 per share, outstanding as of the close of business on October 9, 2020, as reported by Virtusa Corporation in its definitive proxy statement filed on October 20, 2020. |
| CUSIP No. 92827P102 | 13D | Page 6 of 10 |
| (1) | NAMES OF REPORTING PERSONS
New Mountain Vantage Co-Invest II, L.P. | |||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC USE ONLY
| |||||
| (4) | SOURCE OF FUNDS (see instructions)
WC | |||||
| (5) | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 shares | ||||
| (8) | SHARED VOTING POWER
1,078,482 shares | |||||
| (9) | SOLE DISPOSITIVE POWER
0 shares | |||||
| (10) | SHARED DISPOSITIVE POWER
1,078,482 shares | |||||
| (11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,078,482 shares | |||||
| (12) | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| (13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.56%* | |||||
| (14) | TYPE OF REPORTING PERSON (see instructions)
PN | |||||
| * | Percentage calculated based on 30,309,509 shares of common stock, par value $0.01 per share, outstanding as of the close of business on October 9, 2020, as reported by Virtusa Corporation in its definitive proxy statement filed on October 20, 2020. |
| CUSIP No. 92827P102 | 13D | Page 7 of 10 |
| (1) | NAMES OF REPORTING PERSONS
New Mountain Vantage GP, L.L.C. | |||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC USE ONLY
| |||||
| (4) | SOURCE OF FUNDS (see instructions)
AF | |||||
| (5) | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 shares | ||||
| (8) | SHARED VOTING POWER
1,841,229 shares | |||||
| (9) | SOLE DISPOSITIVE POWER
0 shares | |||||
| (10) | SHARED DISPOSITIVE POWER
1,841,229 shares | |||||
| (11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,841,229 shares | |||||
| (12) | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| (13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.07%* | |||||
| (14) | TYPE OF REPORTING PERSON (see instructions)
OO | |||||
| * | Percentage calculated based on 30,309,509 shares of common stock, par value $0.01 per share, outstanding as of the close of business on October 9, 2020, as reported by Virtusa Corporation in its definitive proxy statement filed on October 20, 2020. |
| CUSIP No. 92827P102 | 13D | Page 8 of 10 |
| (1) | NAMES OF REPORTING PERSONS
New Mountain Vantage Advisers, L.L.C. | |||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC USE ONLY
| |||||
| (4) | SOURCE OF FUNDS (see instructions)
AF | |||||
| (5) | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 shares | ||||
| (8) | SHARED VOTING POWER
1,594,774 shares | |||||
| (9) | SOLE DISPOSITIVE POWER
0 shares | |||||
| (10) | SHARED DISPOSITIVE POWER
1,594,774 shares | |||||
| (11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,594,774 shares | |||||
| (12) | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| (13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.26%* | |||||
| (14) | TYPE OF REPORTING PERSON (see instructions)
IA | |||||
| * | Percentage calculated based on 30,309,509 shares of common stock, par value $0.01 per share, outstanding as of the close of business on October 9, 2020, as reported by Virtusa Corporation in its definitive proxy statement filed on October 20, 2020. |
| CUSIP No. 92827P102 | 13D | Page 9 of 10 |
| (1) | NAMES OF REPORTING PERSONS
Steven B. Klinsky | |||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC USE ONLY
| |||||
| (4) | SOURCE OF FUNDS (see instructions)
AF, PF | |||||
| (5) | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 shares | ||||
| (8) | SHARED VOTING POWER
1,841,229 shares | |||||
| (9) | SOLE DISPOSITIVE POWER
0 shares | |||||
| (10) | SHARED DISPOSITIVE POWER
1,841,229 shares | |||||
| (11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,841,229 shares | |||||
| (12) | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| (13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.07%* | |||||
| (14) | TYPE OF REPORTING PERSON (see instructions)
IN | |||||
| * | Percentage calculated based on 30,309,509 shares of common stock, par value $0.01 per share, outstanding as of the close of business on October 9, 2020, as reported by Virtusa Corporation in its definitive proxy statement filed on October 20, 2020. |
| CUSIP No. 92827P102 | 13D | Page 10 of 10 |
This Amendment No. 7 to Schedule 13D (this Amendment No. 7) relates to shares of common stock, par value $0.01 per share (the Common Stock), of Virtusa Corporation (the Issuer) and amends the Schedule 13D filed on July 6, 2020 (the Original Schedule 13D), as amended by Amendment No. 1 to the Schedule 13D filed on July 7, 2020 (Amendment No. 1), Amendment No. 2 to the Schedule 13D filed on July 29, 2020 (Amendment No. 2), Amendment No. 3 to the Schedule 13D filed on August 17, 2020 (Amendment No. 3), Amendment No. 4 to the Schedule 13D filed on September 14, 2020 (Amendment No. 4), Amendment No. 5 to the Schedule 13D filed on October 7, 2020 (Amendment No. 5) and Amendment No. 6 to the Schedule 13D filed on November 4, 2020 (Amendment No. 6 and, together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6 and this Amendment No. 7, the Schedule 13D). Capitalized terms used and not defined in this Amendment No. 7 have the meanings set forth in the Original Schedule 13D, as amended.
Except as otherwise set forth below, the information set forth in the Schedule 13D remains unchanged.
Item 5. Interest in Securities of the Issuer.
The first five paragraphs of Item 5(a) and (b) of this Schedule 13D are hereby amended and restated as follows:
The percentages in this Item 5 and in other provisions of this Schedule 13D relating to beneficial ownership of the Common Stock are based on 30,309,509 shares of Common Stock outstanding as of the close of business on October 9, 2020, as reported by Virtusa Corporation in its definitive proxy statement filed on October 20, 2020.
The responses of the Reporting Persons to rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Schedule 13D are incorporated by reference.
As of 4:00 p.m., Eastern time, on November 13, 2020, the Reporting Persons beneficially owned 1,841,229 shares of Common Stock, representing approximately 6.07% of the Issuers outstanding shares of Common Stock.
As of 4:00 p.m., Eastern time, on November 13, 2020, pursuant to the Cash Derivative Agreements (as defined and disclosed in Item 6), New Mountain Vantage Co-Invest II, L.P. has economic exposure to, in the aggregate, 261,894 shares of Common Stock, representing approximately 0.86% of the Issuers outstanding shares of Common Stock.
As of 4:00 p.m., Eastern time, on November 13, 2020, the Reporting Persons, by ownership of shares of Common Stock and pursuant to the Cash Derivative Agreements, have combined economic exposure to, in the aggregate, 6.94% of the Issuers outstanding shares of Common Stock.
Item 5(c) of this Schedule 13D is hereby amended to include the following:
Except as set forth in Schedule 1 attached hereto, since Amendment No. 6, the Reporting Persons have not effected any transactions in the Common Stock.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: November 13, 2020
| NEW MOUNTAIN VANTAGE LO, L.P. | ||
| By: | /s/ Joseph Hartswell | |
| Name: Joseph Hartswell | ||
| Title: Authorized Person | ||
| NEW MOUNTAIN VANTAGE FOCUS, L.P. | ||
| By: | /s/ Joseph Hartswell | |
| Name: Joseph Hartswell | ||
| Title: Authorized Person | ||
| NEW MOUNTAIN VANTAGE (CALIFORNIA) II, L.P. | ||
| By: | /s/ Joseph Hartswell | |
| Name: Joseph Hartswell | ||
| Title: Authorized Person | ||
| NEW MOUNTAIN VANTAGE, L.P. | ||
| By: | /s/ Joseph Hartswell | |
| Name: Joseph Hartswell | ||
| Title: Authorized Person | ||
| NEW MOUNTAIN VANTAGE CO-INVEST II, L.P. | ||
| By: | /s/ Joseph Hartswell | |
| Name: Joseph Hartswell | ||
| Title: Authorized Person | ||
| NEW MOUNTAIN VANTAGE GP, L.L.C. | ||
| By: | /s/ Joseph Hartswell | |
| Name: Joseph Hartswell | ||
| Title: Authorized Person | ||
| NEW MOUNTAIN VANTAGE ADVISERS, L.L.C. | ||
| By: | /s/ Joseph Hartswell | |
| Name: Joseph Hartswell | ||
| Title: Authorized Person | ||
| STEVEN B. KLINSKY | ||
| By: | /s/ Joseph Hartswell | |
| Name: Joseph Hartswell | ||
| Title: Authorized Person | ||
SCHEDULE 1
The following transactions in the Common Stock were effected since Amendment No. 6 by the Reporting Persons in the open market:
| Name of Reporting Person | Date of Transaction | Amount of Security Bought / (Sold) | Price Per Share (including brokerage commissions and transaction costs) | |||||||||
| New Mountain Vantage LO, L.P. | 11/09/2020 | (1,125 | ) | $ | 50.19 | |||||||
| New Mountain Vantage LO, L.P. | 11/10/2020 | (682 | ) | $ | 50.17 | |||||||
| New Mountain Vantage LO, L.P. | 11/11/2020 | (3,963 | ) | $ | 50.21 | |||||||
| New Mountain Vantage LO, L.P. | 11/12/2020 | (1,595 | ) | $ | 50.05 | |||||||
| New Mountain Vantage LO, LP | 11/13/2020 | (1,200 | ) | 50.24 | ||||||||
| New Mountain Vantage Focus, L.P. | 11/09/2020 | (4,810 | ) | $ | 50.19 | |||||||
| New Mountain Vantage Focus, L.P. | 11/10/2020 | (2,917 | ) | $ | 50.17 | |||||||
| New Mountain Vantage Focus, L.P. | 11/11/2020 | (16,940 | ) | $ | 50.21 | |||||||
| New Mountain Vantage Focus, L.P. | 11/12/2020 | (6,817 | ) | $ | 50.05 | |||||||
| New Mountain Vantage Focus, L.P. | 11/13/2020 | (5,130 | ) | 50.24 | ||||||||
| New Mountain Vantage (California) II, L.P. | 11/09/2020 | (17,826 | ) | $ | 50.19 | |||||||
| New Mountain Vantage (California) II, L.P. | 11/10/2020 | (10,809 | ) | $ | 50.17 | |||||||
| New Mountain Vantage (California) II, L.P. | 11/11/2020 | (62,772 | ) | $ | 50.21 | |||||||
| New Mountain Vantage (California) II, L.P. | 11/12/2020 | (25,266 | ) | $ | 50.05 | |||||||
| New Mountain Vantage (California) II, L.P. | 11/13/2020 | (19,013 | ) | 50.24 | ||||||||
| New Mountain Vantage, L.P. | 11/09/2020 | (3,132 | ) | $ | 50.19 | |||||||
| New Mountain Vantage, L.P. | 11/10/2020 | (1,899 | ) | $ | 50.17 | |||||||
| New Mountain Vantage, L.P. | 11/11/2020 | (11,027 | ) | $ | 50.21 | |||||||
| New Mountain Vantage, L.P. | 11/12/2020 | (4,439 | ) | $ | 50.05 | |||||||
| New Mountain Vantage, L.P. | 11/13/2020 | (3,341 | ) | 50.24 | ||||||||
| New Mountain Vantage Co-Invest II, L.P. | 11/09/2020 | (68,707 | ) | $ | 50.19 | |||||||
| New Mountain Vantage Co-Invest II, L.P. | 11/10/2020 | (41,088 | ) | $ | 50.17 | |||||||
| New Mountain Vantage Co-Invest II, L.P. | 11/10/2020 | (571 | )* | $ | 50.18 | |||||||
| New Mountain Vantage Co-Invest II, L.P. | 11/11/2020 | (236,888 | ) | $ | 50.21 | |||||||
| New Mountain Vantage Co-Invest II, L.P. | 11/11/2020 | (2,898 | )* | $ | 50.22 | |||||||
| New Mountain Vantage Co-Invest II, L.P. | 11/12/2020 | (82,700 | ) | $ | 50.05 | |||||||
| New Mountain Vantage Co-Invest II, L.P. | 11/12/2020 | (3,174 | )* | $ | 50.08 | |||||||
| New Mountain Vantage Co-Invest II, L.P. | 11/13/2020 | (61,770 | ) | 50.24 | ||||||||
| New Mountain Vantage Co-Invest II, L.P. | 11/13/2020 | (3,845 | )* | 50.25 | ||||||||
| New Mountain Vantage GP, L.L.C. | 11/09/2020 | (12,837 | ) | $ | 50.19 | |||||||
| New Mountain Vantage GP, L.L.C. | 11/10/2020 | (7,784 | ) | $ | 50.17 | |||||||
| New Mountain Vantage GP, L.L.C. | 11/11/2020 | (45,208 | ) | $ | 50.21 | |||||||
| New Mountain Vantage GP, L.L.C. | 11/12/2020 | (18,196 | ) | $ | 50.05 | |||||||
| New Mountain Vantage GP LLC | 11/13/2020 | (13,693 | ) | 50.24 | ||||||||
| * | denotes transactions pursuant to the Cash Derivative Agreements |