Home > Insider Trading > Filing (0000921895-16-005401)

Filing Details

Accession Number:: 0000921895-16-005401
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2016-08-11 17:23:53
Reporting Period:: 2016-08-09

Filing Date:: 2016-08-11
Accepted Time:: 2016-08-11 17:23:53
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
941604	Outerwall Inc	OUTR	Services-Personal Services (7200)	913156448

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1559771	Engaged Capital Llc	610 Newport Center Drive Suite 250 Newport Beach CA 92660	No	No	No	Yes
1559850	Engaged Capital Flagship Fund, L.p.	610 Newport Center Drive Suite 250 Newport Beach CA 92660	No	No	No	Yes
1580761	Engaged Capital Flagship Master Fund, Lp	Cricket Square, Hutchins Drive P.o. Box 2681 Grand Cayman E9 KY1-1111	No	No	No	Yes
1580769	Engaged Capital Holdings, Llc	610 Newport Center Drive Suite 250 Newport Beach CA 92660	No	No	No	Yes
1580771	W. Glenn Welling	C/O Engaged Capital, Llc 610 Newport Center Dr. Suite 250 Newport Beach CA 92660	No	No	No	Yes
1619827	Engaged Capital Flagship Fund, Ltd.	610 Newport Center Drive Suite 250 Newport Beach CA 92660	No	No	No	Yes
1666151	Engaged Capital Co-Invest Iii Lp	610 Newport Center Drive, Suite 250 Newport Beach CA 92660	No	No	No	Yes

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2016-08-09	281,220	$52.36	403,157	No	4	S	Indirect	By: Engaged Capital Flagship Master Fund, LP
Common Stock	Disposition	2016-08-09	678,332	$52.36	972,461	No	4	S	Indirect	By: Engaged Capital Co-Invest III, L.P.
Common Stock	Disposition	2016-08-09	39,448	$52.36	56,552	No	4	S	Indirect	By: Managed Account of Engaged Capital, LLC

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	By: Engaged Capital Flagship Master Fund, LP
No	4	S	Indirect	By: Engaged Capital Co-Invest III, L.P.
No	4	S	Indirect	By: Managed Account of Engaged Capital, LLC

Footnotes

This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest III, L.P. ("Engaged Capital Co-Invest III"), Engaged Capital Flagship Fund, LP ("Engaged Capital Fund"), Engaged Capital Flagship Fund, Ltd. ("Engaged Capital Offshore"), Engaged Capital, LLC ("Engaged Capital"), Engaged Capital Holdings, LLC ("Engaged Holdings") and Glenn W. Welling (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that no longer collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
Shares owned directly by Engaged Capital Flagship Master. As feeder funds of Engaged Capital Flagship Master, each of Engaged Capital Fund and Engaged Capital Offshore may be deemed to beneficially own the shares owned directly by Engaged Capital Flagship Master. As the general partner and investment adviser of Engaged Capital Flagship Master, Engaged Capital may be deemed to beneficially own the shares owned directly by Engaged Capital Flagship Master. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the shares owned directly by Engaged Capital Flagship Master. Mr. Welling, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the shares owned directly by Engaged Capital Flagship Master.
Shares owned directly by Engaged Capital Co-Invest III. As the general partner and investment adviser of Engaged Capital Co-Invest III, Engaged Capital may be deemed to beneficially own the shares owned directly by Engaged Capital Co-Invest III. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the shares owned directly by Engaged Capital Co-Invest III. Mr. Welling, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the shares owned directly by Engaged Capital Co-Invest III.
Shares held in an account separately managed by Engaged Capital (the "Engaged Capital Account"). Engaged Capital, as the investment adviser of the Engaged Capital Account, may be deemed to beneficially own the shares held in the Engaged Capital Account. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the shares held in the Engaged Capital Account. Mr. Welling, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the shares held in the Engaged Capital Account.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $52.3205 to $52.3886. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote 5 to this Form 4.
Effective July 1, 2016, Engaged Capital Master Feeder II, LP changed its name to Engaged Capital Flagship Master Fund, LP, Engaged Capital II, LP changed its name to Engaged Capital Flagship Fund, LP and Engaged Capital II Offshore Ltd. changed its name to Engaged Capital Flagship Fund, Ltd.