Filing Details
- Accession Number:
- 0000950142-16-004184
- Form Type:
- 13D Filing
- Publication Date:
- 2016-07-27 16:15:39
- Filed By:
- General Atlantic Llc
- Company:
- C&J Energy Services Inc. (NYSE:CJES)
- Filing Date:
- 2016-07-27
- 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 | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
General Atlantic Partners 90 | 0 | 0 | 0 | 0 | 0 | 0.0% |
General Atlantic Partners 93 | 0 | 0 | 0 | 0 | 0 | 0.0% |
GAPCO GmbH Co. KG | 0 | 0 | 0 | 0 | 0 | 0.0% |
GAP Coinvestments CDA | 0 | 0 | 0 | 0 | 0 | 0.0% |
GAP Coinvestments III | 0 | 0 | 0 | 0 | 0 | 0.0% |
GAP Coinvestments IV | 0 | 0 | 0 | 0 | 0 | 0.0% |
GAPCO Management GmbH | 0 | 0 | 0 | 0 | 0 | 0.0% |
General Atlantic GenPar | 0 | 0 | 0 | 0 | 0 | 0.0% |
General Atlantic | 0 | 0 | 0 | 0 | 0 | 0.0% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 5)
Under the Securities Exchange Act of 1934
C&J Energy Services, Inc.
(Name of Issuer)
Common Stock, par value $0.01
(Title of Class of Securities)
G3164Q101
(CUSIP Number)
Thomas J. Murphy
c/o General Atlantic Service Company, LLC
55 East 52nd Street,
32nd Floor
New York, NY 10055
(212) 715-4000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 13, 2016
(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 Rule 13d-1(e), 1(f) or 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 Rule 13d-1(a) 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).
CUSIP No. G3164Q101 | Page 2 of 17 Pages |
1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON General Atlantic Partners 90, L.P. | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o |
3 | SEC USE ONLY | |
4 | SOURCE OF FUNDS OO | |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o |
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 -0- | |
9 | SOLE DISPOSITIVE POWER -0- | |
10 | SHARED DISPOSITIVE POWER -0- |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- | |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% | |
14 | TYPE OF REPORTING PERSON PN |
CUSIP No. G3164Q101 | Page 3 of 17 Pages |
1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON General Atlantic Partners 93, L.P. | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o |
3 | SEC USE ONLY | |
4 | SOURCE OF FUNDS OO | |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o |
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 -0- | |
9 | SOLE DISPOSITIVE POWER -0- | |
10 | SHARED DISPOSITIVE POWER -0- |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- | |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% | |
14 | TYPE OF REPORTING PERSON PN |
CUSIP No. G3164Q101 | Page 4 of 17 Pages |
1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GAPCO GmbH & Co. KG | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o |
3 | SEC USE ONLY | |
4 | SOURCE OF FUNDS OO | |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Germany |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER -0- |
8 | SHARED VOTING POWER -0- | |
9 | SOLE DISPOSITIVE POWER -0- | |
10 | SHARED DISPOSITIVE POWER -0- |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- | |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% | |
14 | TYPE OF REPORTING PERSON PN |
CUSIP No. G3164Q101 | Page 5 of 17 Pages |
1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GAP Coinvestments CDA, L.P. | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o |
3 | SEC USE ONLY | |
4 | SOURCE OF FUNDS OO | |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o |
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 -0- | |
9 | SOLE DISPOSITIVE POWER -0- | |
10 | SHARED DISPOSITIVE POWER -0- |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- | |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% | |
14 | TYPE OF REPORTING PERSON PN |
CUSIP No. G3164Q101 | Page 6 of 17 Pages |
1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GAP Coinvestments III, LLC | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o |
3 | SEC USE ONLY | |
4 | SOURCE OF FUNDS OO | |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o |
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 -0- | |
9 | SOLE DISPOSITIVE POWER -0- | |
10 | SHARED DISPOSITIVE POWER -0- |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- | |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% | |
14 | TYPE OF REPORTING PERSON OO |
CUSIP No. G3164Q101 | Page 7 of 17 Pages |
1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GAP Coinvestments IV, LLC | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o |
3 | SEC USE ONLY | |
4 | SOURCE OF FUNDS OO | |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o |
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 -0- | |
9 | SOLE DISPOSITIVE POWER -0- | |
10 | SHARED DISPOSITIVE POWER -0- |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- | |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% | |
14 | TYPE OF REPORTING PERSON OO |
CUSIP No. G3164Q101 | Page 8 of 17 Pages |
1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GAPCO Management GmbH | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o |
3 | SEC USE ONLY | |
4 | SOURCE OF FUNDS OO | |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Germany |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER -0- |
8 | SHARED VOTING POWER -0- | |
9 | SOLE DISPOSITIVE POWER -0- | |
10 | SHARED DISPOSITIVE POWER -0- |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- | |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% | |
14 | TYPE OF REPORTING PERSON CO |
CUSIP No. G3164Q101 | Page 9 of 17 Pages |
1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON General Atlantic GenPar, L.P. | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o |
3 | SEC USE ONLY | |
4 | SOURCE OF FUNDS OO | |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o |
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 -0- | |
9 | SOLE DISPOSITIVE POWER -0- | |
10 | SHARED DISPOSITIVE POWER -0- |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- | |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% | |
14 | TYPE OF REPORTING PERSON PN |
CUSIP No. G3164Q101 | Page 10 of 17 Pages |
1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON General Atlantic LLC | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o |
3 | SEC USE ONLY | |
4 | SOURCE OF FUNDS OO | |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o |
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 -0- | |
9 | SOLE DISPOSITIVE POWER -0- | |
10 | SHARED DISPOSITIVE POWER -0- |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- | |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% | |
14 | TYPE OF REPORTING PERSON OO |
CUSIP No. G3164Q101 | Page 11 of 17 Pages |
Item 1. Security and Issuer.
This Amendment No. 5 to Schedule 13D (as so amended, the “Statement”) is being filed to amend the Statement as originally filed with the Securities and Exchange Commission on April 9, 2012, as amended by Amendment No. 1 to such Schedule 13D filed on April 17, 2012, Amendment No. 2 to such Schedule 13D filed on July 25, 2012, Amendment No. 3 to such Schedule 13D filed on May 22, 2013 and Amendment No. 4 to such Schedule 13D filed on November 19, 2014, and, relates to the common stock, par value $0.01 per share (the “Common Stock”), of C&J Energy Services, Ltd., a Bermuda exempted company (the “Company”), which is a successor issuer to C&J Energy Services, Inc., a Delaware corporation (“Old C&J”), as described herein.
As reported on the Company’s Form 8-K, dated March 25, 2015, effective as of March 24, 2016, Old C&J, Nabors Industries Ltd. (“NIL” and, together with its subsidiaries, “Nabors”), the Company, Nabors CJ Merger Co. (“Merger Sub”) and CJ Holding Co. completed the transactions contemplated by the Agreement and Plan of Merger, dated as of June 25, 2014, by and among Old C&J, NIL, the Company, Merger Sub and CJ Holding Co (as amended from time to time, the “Merger Agreement”) and the Company became the successor issuer to Old C&J, pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
The address of the principal executive office of the Company is Crown House, 2nd floor 4 Par-la-Ville Rd Hamilton HM08 Bermuda.
This Amendment is being filed to report the fact that as of July 14, 2016, the Reporting Persons sold their entire interest in the Company and as such ceased to be the beneficial owners of more than 5% of the Common Stock.
Item 2. Identity and Background.
Item 2 is hereby amended and replaced as follows:
This Statement is being filed by a group, as defined in Rule 13d-5 of the General Rules and Regulations promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The members of the group are General Atlantic Partners 90, L.P., a Delaware limited partnership (“GAP 90”), General Atlantic Partners 93, L.P., a Delaware limited partnership (“GAP 93”), GAPCO GmbH & Co. KG, a German limited partnership (“KG”), GAP Coinvestments CDA, L.P., a Delaware limited partnership (“CDA”), GAP Coinvestments III, LLC, a Delaware limited liability company (“GAPCO III”), GAP Coinvestments IV, LLC, a Delaware limited liability company (“GAPCO IV”), GAPCO Management GmbH, a German corporation (“GmbH Management”), General Atlantic GenPar, L.P., a Delaware limited partnership (“GenPar”), and General Atlantic LLC, a Delaware limited liability company (“GA” and, collectively with GAP 90, GAP 93, KG, CDA, GAPCO III, GAPCO IV, GmbH Management and GenPar, the “Reporting Persons”). The Reporting Persons (other than KG and GmbH Management) are located at c/o General Atlantic Service Company, LLC, 55 East 52nd Street, 32nd Floor New York, NY 10055. KG and GmbH Management are located at c/o General Atlantic GmbH, Maximilianstrasse 35b, 80539 Munich, Germany.
Each of the Reporting Persons is engaged in acquiring, holding and disposing of interests in various companies for investment purposes.
CUSIP No. G3164Q101 | | Page 12 of 17 Pages |
GA is the general partner of GenPar, which is the general partner of GAP 90 and GAP 93. GA is the general partner of CDA and the managing member of GAPCO III and GAPCO IV. GmbH Management is the general partner of KG. There are 24 managing directors of GA (the “GA Managing Directors”). The information required by General Instruction C to Schedule 13D is attached hereto as Schedule A and hereby incorporated by reference. The present principal occupation or employment of each of the GA Managing Directors is as a Managing Director of GA.
None of the Reporting Persons and none of the individuals listed on Schedule A have, during the last five years, been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction or subject to any judgment, decree or final order finding any violation of federal or state securities laws or enjoining future violations of, or prohibiting or mandating activities subject to, such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and replaced as follows:
On March 24, 2015, Old C&J, NIL, the Company, Merger Sub and CJ Holding Co. completed the previously-announced transactions contemplated by the Merger Agreement, pursuant to which Old C&J combined with Nabors’ completion and production services business in the United States and Canada and whereby Merger Sub, a direct wholly owned subsidiary of the Company, was merged with and into Old C&J, with Old C&J continuing as the surviving corporation and a direct wholly owned subsidiary of the Company (the “Merger”). Following the closing of the Merger, the Company contributed all of its Old C&J common stock to CJ Holding Co. and Old C&J became an indirect wholly owned subsidiary of the Company.
Pursuant to the Merger Agreement, at the effective time of the Merger, each issued and outstanding share of Old C&J common stock (other than shares owned by Old C&J or Merger Sub), par value $0.01 per share (“Old C&J Common Stock”), including each share of Old C&J Common Stock beneficially owned by the Reporting Persons, was converted into the right to receive one newly issued Company common share, par value $0.01 per share (the “Company Common Stock”).
As of July 14, 2016, the Reporting Persons no longer own any Company Common Stock.
Item 4. Purpose of Transaction.
Item 4 is hereby amended and replaced as follows:
Between July 13, 2016 and July 14, 2016, the Reporting Persons sold, in aggregate 6,316,323 shares of Common Stock in open market transactions. Following the consummation of these dispositions, the Reporting Persons do not hold any equity interest in the Company.
Except as set forth herein, the Reporting Persons have no present plans or proposals that relate to, or that would result in, any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Exchange Act.
CUSIP No. G3164Q101 | | Page 13 of 17 Pages |
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and replaced as follows:
All ownership percentages set forth herein assume that there are 120,042,293 shares of Common Stock outstanding, as reported in the Company’s most recent Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 5, 2016.
(a) | As of the date hereof, the Reporting Persons do not own, beneficially or of record any shares of Common Stock. |
(b) | (i) None of the Reporting Persons have the sole or shared power to direct the voting and disposition of the shares of Common Stock. |
(ii) Please see Item 5(a), which is hereby incorporated by reference.
CUSIP No. G3164Q101 | | Page 14 of 17 Pages |
(c) Except as set forth below, or otherwise set forth herein, to the knowledge of the Reporting Persons with respect to the persons named in response to paragraph (a), none of the persons named in response to paragraph (a) has effected any transactions in shares of Common Stock during the past 60 days.
On July 13, 2016, the Reporting Persons listed below disposed of the following number of shares of Common Stock at the price per share set forth below in open market transactions.
Reporting Person | Shares of Common Stock Acquired | Price Per Share |
GAP 90 | 1,948,083 | $0.3506 |
GAP 93 | 383,583 | $0.3506 |
KG | 5,524 | $0.3506 |
GAPCO CDA | 5,628 | $0.3506 |
GAPCO III | 131,998 | $0.3506 |
GAPCO IV | 25,184 | $0.3506 |
On July 14, 2016, the Reporting Persons listed below disposed of the following number of shares of Common Stock at the price per share set forth below in open market transactions.
Reporting Person | Shares of Common Stock Acquired | Price Per Share |
GAP 90 | 2,973,803 | $0.3628 |
GAP 93 | 585,552 | $0.3628 |
KG | 8,433 | $0.3628 |
GAPCO CDA | 8,591 | $0.3628 |
GAPCO III | 201,499 | $0.3628 |
GAPCO IV | 38,445 | $0.3628 |
(d) No person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any Common Stock owned by any of the Reporting Persons.
(e) As of July 14, 2016, the Reporting Persons sold their entire interest in the Company’s Common Stock and as such ceased to be the beneficial owners of more than 5% of the Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Issuer.
Item 6 is hereby amended and replaced as follows:
The information disclosed under Item 4 above is hereby incorporated by reference into this Item 6.
The Reporting Persons entered into a Joint Filing Agreement on July 27, 2016 (the “Joint Filing Agreement”), pursuant to which they have agreed to file this Statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Exchange Act. A copy of the Joint Filing Agreement is attached hereto as Exhibit 1.
Except as described above or elsewhere in this Statement or incorporated by reference in this Statement, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons or, to the best of their knowledge, any of the persons named in Schedule A hereto and any other person with respect to any securities of the Company, including, but not limited to, transfer or voting of any securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.
CUSIP No. G3164Q101 | | Page 15 of 17 Pages |
Item 7. Materials to be Filed as Exhibits.
The documents filed as exhibits in this Schedule 13D are hereby incorporated by reference herein.
Exhibit 1: | Agreement relating to the filing of joint acquisition statements as required by Rule 13d-1(k)(1) under the Exchange Act. |
CUSIP No. G3164Q101 | | Page 16 of 17 Pages |
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: July 27, 2016
| GENERAL ATLANTIC PARTNERS 90, L.P. | | |
| | | |
| By: | General Atlantic GenPar, L.P., its General Partner | |
| | | |
| By: | General Atlantic LLC, its General Partner | |
| | | |
| By: | /s/ Thomas J. Murphy | |
| | Name: Thomas J. Murphy | |
| | Title: Managing Director | |
| | | |
| GENERAL ATLANTIC PARTNERS 93, L.P. | | |
| | | |
| By: | General Atlantic GenPar, L.P., its General Partner | |
| | | |
| By: | General Atlantic LLC, its General Partner | |
| | | |
| By: | /s/ Thomas J. Murphy | |
| | Name: Thomas J. Murphy | |
| | Title: Managing Director | |
| | | |
| GAPCO GMBH & CO. KG | | |
| | | |
| By: | GAPCO Management GmbH, its General Partner | |
| | | |
| By: | /s/ Thomas J. Murphy | |
| | Name: Thomas J. Murphy | |
| | Title: Procuration Officer | |
| | | |
| GAP COINVESTMENTS CDA, L.P. | | |
| | | |
| By: | General Atlantic LLC, its General Partner | |
| | | |
| By: | /s/ Thomas J. Murphy | |
| | Name: Thomas J. Murphy | |
| | Title: Managing Director | |
CUSIP No. G3164Q101 | | Page 17 of 17 Pages |
| GAP COINVESTMENTS III, LLC | | |
| | | |
| By: | General Atlantic LLC, its Managing Member | |
| | | |
| By: | /s/ Thomas J. Murphy | |
| | Name: Thomas J. Murphy | |
| | Title: Managing Director | |
| | | |
| GAP COINVESTMENTS IV, LLC | | |
| | | |
| By: | General Atlantic LLC, its Managing Member | |
| | | |
| By: | /s/ Thomas J. Murphy | |
| | Name: Thomas J. Murphy | |
| | Title: Managing Director | |
| | | |
| GAPCO MANAGEMENT GMBH | | |
| | | |
| By: | /s/ Thomas J. Murphy | |
| | Name: Thomas J. Murphy | |
| | Title: Procuration Officer | |
| | | |
| GENERAL ATLANTIC GENPAR, L.P. | | |
| | | |
| By: | General Atlantic LLC, its General Partner | |
| | | |
| By: | /s/ Thomas J. Murphy | |
| | Name: Thomas J. Murphy | |
| | Title: Managing Director | |
| | | |
| GENERAL ATLANTIC LLC | | |
| | | |
| By: | /s/ Thomas J. Murphy | |
| | Name: Thomas J. Murphy | |
| | Title: Managing Director | |
| | | |
EXHIBIT 1
to SCHEDULE 13D
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13D-1(k)(1)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is accurate.
Dated: July 27, 2016
| GENERAL ATLANTIC PARTNERS 90, L.P. | | |
| | | |
| By: | General Atlantic GenPar, L.P., its General Partner | |
| | | |
| By: | General Atlantic LLC, its General Partner | |
| | | |
| By: | /s/ Thomas J. Murphy | |
| | Name: Thomas J. Murphy | |
| | Title: Managing Director | |
| | | |
| GENERAL ATLANTIC PARTNERS 93, L.P. | | |
| | | |
| By: | General Atlantic GenPar, L.P., its General Partner | |
| | | |
| By: | General Atlantic LLC, its General Partner | |
| | | |
| By: | /s/ Thomas J. Murphy | |
| | Name: Thomas J. Murphy | |
| | Title: Managing Director | |
| | | |
| GAPCO GMBH & CO. KG | | |
| | | |
| By: | GAPCO Management GmbH, its General Partner | |
| | | |
| By: | /s/ Thomas J. Murphy | |
| | Name: Thomas J. Murphy | |
| | Title: Procuration Officer | |
| | | |
| GAP COINVESTMENTS CDA, L.P. | | |
| | | |
| By: | General Atlantic LLC, its General Partner | |
| | | |
| By: | /s/ Thomas J. Murphy | |
| | Name: Thomas J. Murphy | |
| | Title: Managing Director | |
| | | |
| GAP COINVESTMENTS III, LLC | | |
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| By: | General Atlantic LLC, its Managing Member | |
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| By: | /s/ Thomas J. Murphy | |
| | Name: Thomas J. Murphy | |
| | Title: Managing Director | |
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| GAP COINVESTMENTS IV, LLC | | |
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| By: | General Atlantic LLC, its Managing Member | |
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| By: | /s/ Thomas J. Murphy | |
| | Name: Thomas J. Murphy | |
| | Title: Managing Director | |
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| GAPCO MANAGEMENT GMBH | | |
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| By: | /s/ Thomas J. Murphy | |
| | Name: Thomas J. Murphy | |
| | Title: Procuration Officer | |
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| GENERAL ATLANTIC GENPAR, L.P. | | |
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| By: | General Atlantic LLC, its General Partner | |
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| By: | /s/ Thomas J. Murphy | |
| | Name: Thomas J. Murphy | |
| | Title: Managing Director | |
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| GENERAL ATLANTIC LLC | | |
| | | |
| By: | /s/ Thomas J. Murphy | |
| | Name: Thomas J. Murphy | |
| | Title: Managing Director | |
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SCHEDULE A
GA Managing Directors
Name | Business Address | Citizenship |
Steven A. Denning (Chairman) | 600 Steamboat Road Greenwich, Connecticut 06830 | United States |
William E. Ford (Chief Executive Officer) | 55 East 52nd Street 32nd Floor New York, New York 10055 | United States |
J. Frank Brown (Chief Operating Officer) | 55 East 52nd Street 32nd Floor New York, New York 10055 | United States |
Thomas J. Murphy (Chief Financial Officer) | 600 Steamboat Road Greenwich, Connecticut 06830 | United States |
John D. Bernstein | 23 Savile Row London W1S 2ET United Kingdom | United Kingdom |
Gabriel Caillaux | 23 Savile Row London W1S 2ET United Kingdom | France |
Andrew Crawford | 55 East 52nd Street 32nd Floor New York, New York 10055 | United States |
Alex Crisses | 55 East 52nd Street 32nd Floor New York, New York 10055 | United States |
Mark F. Dzialga | 600 Steamboat Road Greenwich, Connecticut 06830 | United States |
Martin Escobari | Rua Dr. Renato Paes de Barros, 1017 15Ú andar 04530-001 Sao Paulo, Brazil | Bolivia and Brazil |
Name | Business Address | Citizenship |
David C. Hodgson | 55 East 52nd Street 32nd Floor New York, New York 10055 | United States |
René M. Kern | 55 East 52nd Street 32nd Floor New York, New York 10055 | United States and Germany |
Jonathan C. Korngold | 55 East 52nd Street 32nd Floor New York, New York 10055 | United States |
Christopher G. Lanning | 55 East 52nd Street 32nd Floor New York, New York 10055 | United States |
Anton J. Levy | 55 East 52nd Street 32nd Floor New York, New York 10055 | United States |
Sandeep Naik | Level 19, Birla Aurora Dr. Annie Besant Road Worli, Mumbai 400 030 India | United States |
Joern Nikolay | Maximilianstrasse 35b 80539 Munich Germany | Germany |
Name | Business Address | Citizenship |
Andrew C. Pearson | 600 Steamboat Road Greenwich, Connecticut 06830 | United States |
Brett B. Rochkind | 228 Hamilton Ave. Palo Alto, CA 94301 | United States |
David A. Rosenstein | 55 East 52nd Street 32nd Floor New York, New York 10055 | United States |
Graves Tompkins | 55 East 52nd Street 32nd Floor New York, New York 10055 | United States |
Robbert Vorhoff | 55 East 52nd Street 32nd Floor New York, New York 10055 | United States |
Ke Wei | Suite 1704, 17/F Alexandra House 18 Chater Road Central, Hong Kong China | PRC |
Chi Eric Zhang | Suite 1704, 17/F Alexandra House 18 Chater Road Central, Hong Kong China | Hong Kong SAR |