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Filing Details

Accession Number:: 0001567619-19-007879
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2019-03-29 20:26:56
Reporting Period:: 2019-03-29

Accepted Time:: 2019-03-29 20:26:56
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
97216	Terex Corp	TEX	Industrial Trucks, Tractors, Trailors & Stackers (3537)	341531521

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1502803	Marcato International Master Fund, Ltd.	Four Embarcadero Center Suite 2100 San Francisco CA 94111	Yes	No	No	No
1541996	Marcato Capital Management Lp	Four Embarcadero Center Suite 2100 San Francisco CA 94111	Yes	No	No	No
1558320	Richard Mcguire	Four Embarcadero Center Suite 2100 San Francisco CA 94111	Yes	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2019-03-29	1,100,000	$31.54	4,425,917	No	4	S	Indirect	See footnotes
Common Stock	Acquisiton	2019-03-29	1,100,000	$14.00	4,425,917	No	4	X	Indirect	See footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See footnotes
No	4	X	Indirect	See footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Call Options	Disposition	2019-03-29	1,100,000	$0.00	1,100,000	$14.00
Common Stock	Put Options	Disposition	2019-03-29	1,100,000	$0.00	1,100,000	$14.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
1,529,722	2016-06-24	2020-01-17	No	4	X	Indirect
1,529,722	2020-01-17	2020-01-17	No	4	E	Indirect

Footnotes

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions through a broker-dealer at prices ranging from $31.40-$32.17. The Reporting Persons (defined below) undertake to provide Terex Corporation, any security holder of Terex Corporation, 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 1 to this Form 4
In addition to Marcato Capital Management LP, a Delaware limited partnership ("Marcato"), this Form 4 is being filed jointly by Marcato International Master Fund, Ltd., a Cayman Islands exempted company ("Marcato International"), and Richard McGuire, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as Marcato and may be deemed to have a pecuniary interest in securities reported on this Form 4 (the "Subject Securities").
Marcato, as the investment manager of Marcato International, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. As the general partner of Marcato, Marcato Holdings LLC may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). By virtue of Richard McGuire's position as Managing Partner of Marcato and Managing Member of Marcato Holdings LLC, Richard McGuire may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.
Matthew Hepler, a member of the board of directors of the Issuer of the Subject Securities, was elected to that board as a representative of the Reporting Persons. As a result, each of those persons may be directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934.
Matthew Hepler and Marcato International are parties to an agreement pursuant to which Matthew Hepler has agreed to transfer and assign to Marcato International all rights, title, interests, duties, obligations and liabilities with respect to all shares of the Issuer paid to Mr. Hepler in connection with his service as a director of the Issuer. As a result, the Reporting Persons are the beneficial owners of such shares.