Last 12 months
Inside the activity.
0 purchase rows · 4 sale rows
Disclosed non-derivative P/S rows, by transaction month. Includes amendments and private transactions.Monthly counts
| Month | Purchases | Sales |
|---|---|---|
| Nov 2025 | 0 | 0 |
| Dec 2025 | 0 | 0 |
| Jan 2026 | 0 | 0 |
| Feb 2026 | 0 | 0 |
| Mar 2026 | 0 | 0 |
| Apr 2026 | 0 | 0 |
| May 2026 | 0 | 2 |
| Jun 2026 | 0 | 0 |
| Jul 2026 | 0 | 0 |
| Aug 2026 | 0 | 2 |
| Sep 2026 | 0 | 0 |
| Oct 2026 | 0 | 0 |
Latest available
Insider transactions
Purchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”
The cutoff filters transaction history only. Company summaries and owner relationships show the latest available disclosures. Parser corrections can improve historical records.
| Transaction date | Owner / reported role | Activity / security | Shares / units | Reported price | Reported value | Details |
|---|---|---|---|---|---|---|
| March 11, 2020 Filed Mar 13, 2020 11:40 UTC |
Mantle Ridge LPDirector by deputization
MR BridgeStone Advisor LLCDirector by deputization
Hilal Paul CDirector
|
OtherCash Settled Forward Contracts · Derivative | 810,000 | Not disclosed Strike: $26.01 | Not disclosed |
DisclosureSEC source: 0000899243-20-008163 · doc4.xml · derivative · entry 6 Mantle Ridge LP · CIK 0001695459 · Director by deputization MR BridgeStone Advisor LLC · CIK 0001785605 · Director by deputization Hilal Paul C · CIK 0001413084 · Director Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 0 Underlying: Common Stock · 810,000 shares Expires 2024-08-14 F5 · security: On March 11, 2020, the Mantle Ridge Funds simultaneously (a) restructured most of their cash settled forward agreements ("Cash Settled Forward Agreements") into American-style call options on cash-settled forwards ("CSF-Option Agreements") and (b) restructured most of their Common Stock investments into American-style physically settled call options on Common Stock ("Physically Settled Call Options"). On March 12, 2020, the Mantle Ridge Funds sold some of their CSF-Option Agreements and some of their remaining shares of Common Stock. In connection with these transactions, the Mantle Ridge Funds are transferring to the Issuer amounts prescribed by Section 16(b) of the Securities Exchange Act of 1934 and the rules thereunder arising from the reported transactions and previously reported transactions. F6 · security: Under the terms of each CSF-Option Agreement, if the relevant Mantle Ridge Fund exercises an option (and unless such Mantle Ridge Fund elects to settle such option for cash or for a net number of exercised forward agreements), upon paying the strike price, such Mantle Ridge Fund and its counterparty will be deemed to enter into a Cash Settled Forward Agreement referencing an aggregate number of shares of Common Stock equal to the notional shares underlying the exercised option. The forward price will equal the strike price plus the premium paid for the exercised option, subject to adjustment. F5 · derivative.exercise_price: On March 11, 2020, the Mantle Ridge Funds simultaneously (a) restructured most of their cash settled forward agreements ("Cash Settled Forward Agreements") into American-style call options on cash-settled forwards ("CSF-Option Agreements") and (b) restructured most of their Common Stock investments into American-style physically settled call options on Common Stock ("Physically Settled Call Options"). On March 12, 2020, the Mantle Ridge Funds sold some of their CSF-Option Agreements and some of their remaining shares of Common Stock. In connection with these transactions, the Mantle Ridge Funds are transferring to the Issuer amounts prescribed by Section 16(b) of the Securities Exchange Act of 1934 and the rules thereunder arising from the reported transactions and previously reported transactions. F6 · derivative.exercise_price: Under the terms of each CSF-Option Agreement, if the relevant Mantle Ridge Fund exercises an option (and unless such Mantle Ridge Fund elects to settle such option for cash or for a net number of exercised forward agreements), upon paying the strike price, such Mantle Ridge Fund and its counterparty will be deemed to enter into a Cash Settled Forward Agreement referencing an aggregate number of shares of Common Stock equal to the notional shares underlying the exercised option. The forward price will equal the strike price plus the premium paid for the exercised option, subject to adjustment. F7 · derivative.exercise_price: Under the terms of each Cash Settled Forward Agreement, the relevant Mantle Ridge Fund will be required to pay to the counterparty any decrease in, and have the right to receive from the counterparty any increase in, the market price of the referenced notional number of shares of Common Stock compared with the forward price described above. F5 · kind: On March 11, 2020, the Mantle Ridge Funds simultaneously (a) restructured most of their cash settled forward agreements ("Cash Settled Forward Agreements") into American-style call options on cash-settled forwards ("CSF-Option Agreements") and (b) restructured most of their Common Stock investments into American-style physically settled call options on Common Stock ("Physically Settled Call Options"). On March 12, 2020, the Mantle Ridge Funds sold some of their CSF-Option Agreements and some of their remaining shares of Common Stock. In connection with these transactions, the Mantle Ridge Funds are transferring to the Issuer amounts prescribed by Section 16(b) of the Securities Exchange Act of 1934 and the rules thereunder arising from the reported transactions and previously reported transactions. F6 · kind: Under the terms of each CSF-Option Agreement, if the relevant Mantle Ridge Fund exercises an option (and unless such Mantle Ridge Fund elects to settle such option for cash or for a net number of exercised forward agreements), upon paying the strike price, such Mantle Ridge Fund and its counterparty will be deemed to enter into a Cash Settled Forward Agreement referencing an aggregate number of shares of Common Stock equal to the notional shares underlying the exercised option. The forward price will equal the strike price plus the premium paid for the exercised option, subject to adjustment. F7 · price: Under the terms of each Cash Settled Forward Agreement, the relevant Mantle Ridge Fund will be required to pay to the counterparty any decrease in, and have the right to receive from the counterparty any increase in, the market price of the referenced notional number of shares of Common Stock compared with the forward price described above. F1 · ownership.nature: In addition to Mantle Ridge LP, a Delaware limited partnership ("Mantle Ridge"), this Form 4 is being filed jointly by MR BridgeStone Advisor LLC, a Delaware limited liability company ("MR BridgeStone") and Paul C. Hilal, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as Mantle Ridge and may be deemed to have a pecuniary interest in securities reported on this Form 4 (the "Subject Securities"). All Subject Securities reported on this Form 4 are rounded up to the nearest whole share. F2 · ownership.nature: MR BridgeStone, a wholly owned subsidiary of Mantle Ridge, advises the accounts of MR BridgeStone Offshore Fund AB Ltd and MR BridgeStone Offshore Fund CA 01 Ltd, each a Cayman Islands exempted company (all such funds and their subsidiaries together, the "Mantle Ridge Funds"). F3 · ownership.nature: MR BridgeStone, as the investment adviser to the Mantle Ridge Funds, and Mantle Ridge, as the sole member of MR BridgeStone, each 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. By virtue of Paul C. Hilal's position as ultimately controlling MR BridgeStone and Mantle Ridge, Paul C. Hilal 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. F4 · ownership.nature: Paul C. Hilal is a member of the board of directors of the Issuer, and as a result, each of the Reporting Persons are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934. Read SEC document |
| March 11, 2020 Filed Mar 13, 2020 11:40 UTC |
Mantle Ridge LPDirector by deputization
MR BridgeStone Advisor LLCDirector by deputization
Hilal Paul CDirector
|
OtherCash Settled Forward Contracts · Derivative | 46,500 | Not disclosed Strike: $26.01 | Not disclosed |
DisclosureSEC source: 0000899243-20-008163 · doc4.xml · derivative · entry 5 Mantle Ridge LP · CIK 0001695459 · Director by deputization MR BridgeStone Advisor LLC · CIK 0001785605 · Director by deputization Hilal Paul C · CIK 0001413084 · Director Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 0 Underlying: Common Stock · 46,500 shares Expires 2024-08-16 F5 · security: On March 11, 2020, the Mantle Ridge Funds simultaneously (a) restructured most of their cash settled forward agreements ("Cash Settled Forward Agreements") into American-style call options on cash-settled forwards ("CSF-Option Agreements") and (b) restructured most of their Common Stock investments into American-style physically settled call options on Common Stock ("Physically Settled Call Options"). On March 12, 2020, the Mantle Ridge Funds sold some of their CSF-Option Agreements and some of their remaining shares of Common Stock. In connection with these transactions, the Mantle Ridge Funds are transferring to the Issuer amounts prescribed by Section 16(b) of the Securities Exchange Act of 1934 and the rules thereunder arising from the reported transactions and previously reported transactions. F6 · security: Under the terms of each CSF-Option Agreement, if the relevant Mantle Ridge Fund exercises an option (and unless such Mantle Ridge Fund elects to settle such option for cash or for a net number of exercised forward agreements), upon paying the strike price, such Mantle Ridge Fund and its counterparty will be deemed to enter into a Cash Settled Forward Agreement referencing an aggregate number of shares of Common Stock equal to the notional shares underlying the exercised option. The forward price will equal the strike price plus the premium paid for the exercised option, subject to adjustment. F5 · derivative.exercise_price: On March 11, 2020, the Mantle Ridge Funds simultaneously (a) restructured most of their cash settled forward agreements ("Cash Settled Forward Agreements") into American-style call options on cash-settled forwards ("CSF-Option Agreements") and (b) restructured most of their Common Stock investments into American-style physically settled call options on Common Stock ("Physically Settled Call Options"). On March 12, 2020, the Mantle Ridge Funds sold some of their CSF-Option Agreements and some of their remaining shares of Common Stock. In connection with these transactions, the Mantle Ridge Funds are transferring to the Issuer amounts prescribed by Section 16(b) of the Securities Exchange Act of 1934 and the rules thereunder arising from the reported transactions and previously reported transactions. F6 · derivative.exercise_price: Under the terms of each CSF-Option Agreement, if the relevant Mantle Ridge Fund exercises an option (and unless such Mantle Ridge Fund elects to settle such option for cash or for a net number of exercised forward agreements), upon paying the strike price, such Mantle Ridge Fund and its counterparty will be deemed to enter into a Cash Settled Forward Agreement referencing an aggregate number of shares of Common Stock equal to the notional shares underlying the exercised option. The forward price will equal the strike price plus the premium paid for the exercised option, subject to adjustment. F7 · derivative.exercise_price: Under the terms of each Cash Settled Forward Agreement, the relevant Mantle Ridge Fund will be required to pay to the counterparty any decrease in, and have the right to receive from the counterparty any increase in, the market price of the referenced notional number of shares of Common Stock compared with the forward price described above. F5 · kind: On March 11, 2020, the Mantle Ridge Funds simultaneously (a) restructured most of their cash settled forward agreements ("Cash Settled Forward Agreements") into American-style call options on cash-settled forwards ("CSF-Option Agreements") and (b) restructured most of their Common Stock investments into American-style physically settled call options on Common Stock ("Physically Settled Call Options"). On March 12, 2020, the Mantle Ridge Funds sold some of their CSF-Option Agreements and some of their remaining shares of Common Stock. In connection with these transactions, the Mantle Ridge Funds are transferring to the Issuer amounts prescribed by Section 16(b) of the Securities Exchange Act of 1934 and the rules thereunder arising from the reported transactions and previously reported transactions. F6 · kind: Under the terms of each CSF-Option Agreement, if the relevant Mantle Ridge Fund exercises an option (and unless such Mantle Ridge Fund elects to settle such option for cash or for a net number of exercised forward agreements), upon paying the strike price, such Mantle Ridge Fund and its counterparty will be deemed to enter into a Cash Settled Forward Agreement referencing an aggregate number of shares of Common Stock equal to the notional shares underlying the exercised option. The forward price will equal the strike price plus the premium paid for the exercised option, subject to adjustment. F7 · price: Under the terms of each Cash Settled Forward Agreement, the relevant Mantle Ridge Fund will be required to pay to the counterparty any decrease in, and have the right to receive from the counterparty any increase in, the market price of the referenced notional number of shares of Common Stock compared with the forward price described above. F1 · ownership.nature: In addition to Mantle Ridge LP, a Delaware limited partnership ("Mantle Ridge"), this Form 4 is being filed jointly by MR BridgeStone Advisor LLC, a Delaware limited liability company ("MR BridgeStone") and Paul C. Hilal, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as Mantle Ridge and may be deemed to have a pecuniary interest in securities reported on this Form 4 (the "Subject Securities"). All Subject Securities reported on this Form 4 are rounded up to the nearest whole share. F2 · ownership.nature: MR BridgeStone, a wholly owned subsidiary of Mantle Ridge, advises the accounts of MR BridgeStone Offshore Fund AB Ltd and MR BridgeStone Offshore Fund CA 01 Ltd, each a Cayman Islands exempted company (all such funds and their subsidiaries together, the "Mantle Ridge Funds"). F3 · ownership.nature: MR BridgeStone, as the investment adviser to the Mantle Ridge Funds, and Mantle Ridge, as the sole member of MR BridgeStone, each 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. By virtue of Paul C. Hilal's position as ultimately controlling MR BridgeStone and Mantle Ridge, Paul C. Hilal 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. F4 · ownership.nature: Paul C. Hilal is a member of the board of directors of the Issuer, and as a result, each of the Reporting Persons are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934. Read SEC document |
| March 11, 2020 Filed Mar 13, 2020 11:40 UTC |
Mantle Ridge LPDirector by deputization
MR BridgeStone Advisor LLCDirector by deputization
Hilal Paul CDirector
|
OtherCash Settled Forward Contracts · Derivative | 1,203,000 | Not disclosed Strike: $26.01 | Not disclosed |
DisclosureSEC source: 0000899243-20-008163 · doc4.xml · derivative · entry 4 Mantle Ridge LP · CIK 0001695459 · Director by deputization MR BridgeStone Advisor LLC · CIK 0001785605 · Director by deputization Hilal Paul C · CIK 0001413084 · Director Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 0 Underlying: Common Stock · 1,203,000 shares Expires 2024-08-15 F5 · security: On March 11, 2020, the Mantle Ridge Funds simultaneously (a) restructured most of their cash settled forward agreements ("Cash Settled Forward Agreements") into American-style call options on cash-settled forwards ("CSF-Option Agreements") and (b) restructured most of their Common Stock investments into American-style physically settled call options on Common Stock ("Physically Settled Call Options"). On March 12, 2020, the Mantle Ridge Funds sold some of their CSF-Option Agreements and some of their remaining shares of Common Stock. In connection with these transactions, the Mantle Ridge Funds are transferring to the Issuer amounts prescribed by Section 16(b) of the Securities Exchange Act of 1934 and the rules thereunder arising from the reported transactions and previously reported transactions. F6 · security: Under the terms of each CSF-Option Agreement, if the relevant Mantle Ridge Fund exercises an option (and unless such Mantle Ridge Fund elects to settle such option for cash or for a net number of exercised forward agreements), upon paying the strike price, such Mantle Ridge Fund and its counterparty will be deemed to enter into a Cash Settled Forward Agreement referencing an aggregate number of shares of Common Stock equal to the notional shares underlying the exercised option. The forward price will equal the strike price plus the premium paid for the exercised option, subject to adjustment. F5 · derivative.exercise_price: On March 11, 2020, the Mantle Ridge Funds simultaneously (a) restructured most of their cash settled forward agreements ("Cash Settled Forward Agreements") into American-style call options on cash-settled forwards ("CSF-Option Agreements") and (b) restructured most of their Common Stock investments into American-style physically settled call options on Common Stock ("Physically Settled Call Options"). On March 12, 2020, the Mantle Ridge Funds sold some of their CSF-Option Agreements and some of their remaining shares of Common Stock. In connection with these transactions, the Mantle Ridge Funds are transferring to the Issuer amounts prescribed by Section 16(b) of the Securities Exchange Act of 1934 and the rules thereunder arising from the reported transactions and previously reported transactions. F6 · derivative.exercise_price: Under the terms of each CSF-Option Agreement, if the relevant Mantle Ridge Fund exercises an option (and unless such Mantle Ridge Fund elects to settle such option for cash or for a net number of exercised forward agreements), upon paying the strike price, such Mantle Ridge Fund and its counterparty will be deemed to enter into a Cash Settled Forward Agreement referencing an aggregate number of shares of Common Stock equal to the notional shares underlying the exercised option. The forward price will equal the strike price plus the premium paid for the exercised option, subject to adjustment. F7 · derivative.exercise_price: Under the terms of each Cash Settled Forward Agreement, the relevant Mantle Ridge Fund will be required to pay to the counterparty any decrease in, and have the right to receive from the counterparty any increase in, the market price of the referenced notional number of shares of Common Stock compared with the forward price described above. F5 · kind: On March 11, 2020, the Mantle Ridge Funds simultaneously (a) restructured most of their cash settled forward agreements ("Cash Settled Forward Agreements") into American-style call options on cash-settled forwards ("CSF-Option Agreements") and (b) restructured most of their Common Stock investments into American-style physically settled call options on Common Stock ("Physically Settled Call Options"). On March 12, 2020, the Mantle Ridge Funds sold some of their CSF-Option Agreements and some of their remaining shares of Common Stock. In connection with these transactions, the Mantle Ridge Funds are transferring to the Issuer amounts prescribed by Section 16(b) of the Securities Exchange Act of 1934 and the rules thereunder arising from the reported transactions and previously reported transactions. F6 · kind: Under the terms of each CSF-Option Agreement, if the relevant Mantle Ridge Fund exercises an option (and unless such Mantle Ridge Fund elects to settle such option for cash or for a net number of exercised forward agreements), upon paying the strike price, such Mantle Ridge Fund and its counterparty will be deemed to enter into a Cash Settled Forward Agreement referencing an aggregate number of shares of Common Stock equal to the notional shares underlying the exercised option. The forward price will equal the strike price plus the premium paid for the exercised option, subject to adjustment. F7 · price: Under the terms of each Cash Settled Forward Agreement, the relevant Mantle Ridge Fund will be required to pay to the counterparty any decrease in, and have the right to receive from the counterparty any increase in, the market price of the referenced notional number of shares of Common Stock compared with the forward price described above. F1 · ownership.nature: In addition to Mantle Ridge LP, a Delaware limited partnership ("Mantle Ridge"), this Form 4 is being filed jointly by MR BridgeStone Advisor LLC, a Delaware limited liability company ("MR BridgeStone") and Paul C. Hilal, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as Mantle Ridge and may be deemed to have a pecuniary interest in securities reported on this Form 4 (the "Subject Securities"). All Subject Securities reported on this Form 4 are rounded up to the nearest whole share. F2 · ownership.nature: MR BridgeStone, a wholly owned subsidiary of Mantle Ridge, advises the accounts of MR BridgeStone Offshore Fund AB Ltd and MR BridgeStone Offshore Fund CA 01 Ltd, each a Cayman Islands exempted company (all such funds and their subsidiaries together, the "Mantle Ridge Funds"). F3 · ownership.nature: MR BridgeStone, as the investment adviser to the Mantle Ridge Funds, and Mantle Ridge, as the sole member of MR BridgeStone, each 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. By virtue of Paul C. Hilal's position as ultimately controlling MR BridgeStone and Mantle Ridge, Paul C. Hilal 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. F4 · ownership.nature: Paul C. Hilal is a member of the board of directors of the Issuer, and as a result, each of the Reporting Persons are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934. Read SEC document |
| March 11, 2020 Filed Mar 13, 2020 11:40 UTC |
Mantle Ridge LPDirector by deputization
MR BridgeStone Advisor LLCDirector by deputization
Hilal Paul CDirector
|
OtherCash Settled Forward Contracts · Derivative | 1,090,000 | Not disclosed Strike: $26.01 | Not disclosed |
DisclosureSEC source: 0000899243-20-008163 · doc4.xml · derivative · entry 3 Mantle Ridge LP · CIK 0001695459 · Director by deputization MR BridgeStone Advisor LLC · CIK 0001785605 · Director by deputization Hilal Paul C · CIK 0001413084 · Director Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 0 Underlying: Common Stock · 1,090,000 shares Expires 2024-08-13 F5 · security: On March 11, 2020, the Mantle Ridge Funds simultaneously (a) restructured most of their cash settled forward agreements ("Cash Settled Forward Agreements") into American-style call options on cash-settled forwards ("CSF-Option Agreements") and (b) restructured most of their Common Stock investments into American-style physically settled call options on Common Stock ("Physically Settled Call Options"). On March 12, 2020, the Mantle Ridge Funds sold some of their CSF-Option Agreements and some of their remaining shares of Common Stock. In connection with these transactions, the Mantle Ridge Funds are transferring to the Issuer amounts prescribed by Section 16(b) of the Securities Exchange Act of 1934 and the rules thereunder arising from the reported transactions and previously reported transactions. F6 · security: Under the terms of each CSF-Option Agreement, if the relevant Mantle Ridge Fund exercises an option (and unless such Mantle Ridge Fund elects to settle such option for cash or for a net number of exercised forward agreements), upon paying the strike price, such Mantle Ridge Fund and its counterparty will be deemed to enter into a Cash Settled Forward Agreement referencing an aggregate number of shares of Common Stock equal to the notional shares underlying the exercised option. The forward price will equal the strike price plus the premium paid for the exercised option, subject to adjustment. F5 · derivative.exercise_price: On March 11, 2020, the Mantle Ridge Funds simultaneously (a) restructured most of their cash settled forward agreements ("Cash Settled Forward Agreements") into American-style call options on cash-settled forwards ("CSF-Option Agreements") and (b) restructured most of their Common Stock investments into American-style physically settled call options on Common Stock ("Physically Settled Call Options"). On March 12, 2020, the Mantle Ridge Funds sold some of their CSF-Option Agreements and some of their remaining shares of Common Stock. In connection with these transactions, the Mantle Ridge Funds are transferring to the Issuer amounts prescribed by Section 16(b) of the Securities Exchange Act of 1934 and the rules thereunder arising from the reported transactions and previously reported transactions. F6 · derivative.exercise_price: Under the terms of each CSF-Option Agreement, if the relevant Mantle Ridge Fund exercises an option (and unless such Mantle Ridge Fund elects to settle such option for cash or for a net number of exercised forward agreements), upon paying the strike price, such Mantle Ridge Fund and its counterparty will be deemed to enter into a Cash Settled Forward Agreement referencing an aggregate number of shares of Common Stock equal to the notional shares underlying the exercised option. The forward price will equal the strike price plus the premium paid for the exercised option, subject to adjustment. F7 · derivative.exercise_price: Under the terms of each Cash Settled Forward Agreement, the relevant Mantle Ridge Fund will be required to pay to the counterparty any decrease in, and have the right to receive from the counterparty any increase in, the market price of the referenced notional number of shares of Common Stock compared with the forward price described above. F5 · kind: On March 11, 2020, the Mantle Ridge Funds simultaneously (a) restructured most of their cash settled forward agreements ("Cash Settled Forward Agreements") into American-style call options on cash-settled forwards ("CSF-Option Agreements") and (b) restructured most of their Common Stock investments into American-style physically settled call options on Common Stock ("Physically Settled Call Options"). On March 12, 2020, the Mantle Ridge Funds sold some of their CSF-Option Agreements and some of their remaining shares of Common Stock. In connection with these transactions, the Mantle Ridge Funds are transferring to the Issuer amounts prescribed by Section 16(b) of the Securities Exchange Act of 1934 and the rules thereunder arising from the reported transactions and previously reported transactions. F6 · kind: Under the terms of each CSF-Option Agreement, if the relevant Mantle Ridge Fund exercises an option (and unless such Mantle Ridge Fund elects to settle such option for cash or for a net number of exercised forward agreements), upon paying the strike price, such Mantle Ridge Fund and its counterparty will be deemed to enter into a Cash Settled Forward Agreement referencing an aggregate number of shares of Common Stock equal to the notional shares underlying the exercised option. The forward price will equal the strike price plus the premium paid for the exercised option, subject to adjustment. F7 · price: Under the terms of each Cash Settled Forward Agreement, the relevant Mantle Ridge Fund will be required to pay to the counterparty any decrease in, and have the right to receive from the counterparty any increase in, the market price of the referenced notional number of shares of Common Stock compared with the forward price described above. F1 · ownership.nature: In addition to Mantle Ridge LP, a Delaware limited partnership ("Mantle Ridge"), this Form 4 is being filed jointly by MR BridgeStone Advisor LLC, a Delaware limited liability company ("MR BridgeStone") and Paul C. Hilal, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as Mantle Ridge and may be deemed to have a pecuniary interest in securities reported on this Form 4 (the "Subject Securities"). All Subject Securities reported on this Form 4 are rounded up to the nearest whole share. F2 · ownership.nature: MR BridgeStone, a wholly owned subsidiary of Mantle Ridge, advises the accounts of MR BridgeStone Offshore Fund AB Ltd and MR BridgeStone Offshore Fund CA 01 Ltd, each a Cayman Islands exempted company (all such funds and their subsidiaries together, the "Mantle Ridge Funds"). F3 · ownership.nature: MR BridgeStone, as the investment adviser to the Mantle Ridge Funds, and Mantle Ridge, as the sole member of MR BridgeStone, each 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. By virtue of Paul C. Hilal's position as ultimately controlling MR BridgeStone and Mantle Ridge, Paul C. Hilal 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. F4 · ownership.nature: Paul C. Hilal is a member of the board of directors of the Issuer, and as a result, each of the Reporting Persons are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934. Read SEC document |
| March 11, 2020 Filed Mar 13, 2020 11:40 UTC |
Mantle Ridge LPDirector by deputization
MR BridgeStone Advisor LLCDirector by deputization
Hilal Paul CDirector
|
SaleCommon Stock | 20,517,966 | $26.01 | $533,672,295.66 |
DisclosureSEC source: 0000899243-20-008163 · doc4.xml · nonDerivative · entry 1 Mantle Ridge LP · CIK 0001695459 · Director by deputization MR BridgeStone Advisor LLC · CIK 0001785605 · Director by deputization Hilal Paul C · CIK 0001413084 · Director Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 3,579,199 F1 · ownership.nature: In addition to Mantle Ridge LP, a Delaware limited partnership ("Mantle Ridge"), this Form 4 is being filed jointly by MR BridgeStone Advisor LLC, a Delaware limited liability company ("MR BridgeStone") and Paul C. Hilal, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as Mantle Ridge and may be deemed to have a pecuniary interest in securities reported on this Form 4 (the "Subject Securities"). All Subject Securities reported on this Form 4 are rounded up to the nearest whole share. F2 · ownership.nature: MR BridgeStone, a wholly owned subsidiary of Mantle Ridge, advises the accounts of MR BridgeStone Offshore Fund AB Ltd and MR BridgeStone Offshore Fund CA 01 Ltd, each a Cayman Islands exempted company (all such funds and their subsidiaries together, the "Mantle Ridge Funds"). F3 · ownership.nature: MR BridgeStone, as the investment adviser to the Mantle Ridge Funds, and Mantle Ridge, as the sole member of MR BridgeStone, each 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. By virtue of Paul C. Hilal's position as ultimately controlling MR BridgeStone and Mantle Ridge, Paul C. Hilal 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. F4 · ownership.nature: Paul C. Hilal is a member of the board of directors of the Issuer, and as a result, each of the Reporting Persons are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934. Read SEC document |
| March 11, 2020 Filed Mar 13, 2020 11:42 UTC |
Mantle Ridge LPDirector by deputization
MR BridgeStone Advisor LLCDirector by deputization
Hilal Paul CDirector
|
PurchaseOptions for Cash Settled Forward Contracts · Derivative | 8,376,601 | $19.24 Strike: $9.10 | $161,165,803.24 |
DisclosureSEC source: 0000899243-20-008166 · doc4.xml · derivative · entry 3 Mantle Ridge LP · CIK 0001695459 · Director by deputization MR BridgeStone Advisor LLC · CIK 0001785605 · Director by deputization Hilal Paul C · CIK 0001413084 · Director Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 8,376,601 Underlying: Common Stock · 8,376,601 shares Expires 2023-03-10 F5 · security: On March 11, 2020, the Mantle Ridge Funds simultaneously (a) restructured most of their cash settled forward agreements ("Cash Settled Forward Agreements") into American-style call options on cash-settled forwards ("CSF-Option Agreements") and (b) restructured most of their Common Stock investments into American-style physically settled call options on Common Stock ("Physically Settled Call Options"). On March 12, 2020, the Mantle Ridge Funds sold some of their CSF-Option Agreements and some of their remaining shares of Common Stock. In connection with these transactions, the Mantle Ridge Funds are transferring to the Issuer amounts prescribed by Section 16(b) of the Securities Exchange Act of 1934 and the rules thereunder arising from the reported transactions and previously reported transactions. F6 · security: Under the terms of each CSF-Option Agreement, if the relevant Mantle Ridge Fund exercises an option (and unless such Mantle Ridge Fund elects to settle such option for cash or for a net number of exercised forward agreements), upon paying the strike price, such Mantle Ridge Fund and its counterparty will be deemed to enter into a Cash Settled Forward Agreement referencing an aggregate number of shares of Common Stock equal to the notional shares underlying the exercised option. The forward price will equal the strike price plus the premium paid for the exercised option, subject to adjustment. F5 · derivative.exercise_price: On March 11, 2020, the Mantle Ridge Funds simultaneously (a) restructured most of their cash settled forward agreements ("Cash Settled Forward Agreements") into American-style call options on cash-settled forwards ("CSF-Option Agreements") and (b) restructured most of their Common Stock investments into American-style physically settled call options on Common Stock ("Physically Settled Call Options"). On March 12, 2020, the Mantle Ridge Funds sold some of their CSF-Option Agreements and some of their remaining shares of Common Stock. In connection with these transactions, the Mantle Ridge Funds are transferring to the Issuer amounts prescribed by Section 16(b) of the Securities Exchange Act of 1934 and the rules thereunder arising from the reported transactions and previously reported transactions. F6 · derivative.exercise_price: Under the terms of each CSF-Option Agreement, if the relevant Mantle Ridge Fund exercises an option (and unless such Mantle Ridge Fund elects to settle such option for cash or for a net number of exercised forward agreements), upon paying the strike price, such Mantle Ridge Fund and its counterparty will be deemed to enter into a Cash Settled Forward Agreement referencing an aggregate number of shares of Common Stock equal to the notional shares underlying the exercised option. The forward price will equal the strike price plus the premium paid for the exercised option, subject to adjustment. F5 · kind: On March 11, 2020, the Mantle Ridge Funds simultaneously (a) restructured most of their cash settled forward agreements ("Cash Settled Forward Agreements") into American-style call options on cash-settled forwards ("CSF-Option Agreements") and (b) restructured most of their Common Stock investments into American-style physically settled call options on Common Stock ("Physically Settled Call Options"). On March 12, 2020, the Mantle Ridge Funds sold some of their CSF-Option Agreements and some of their remaining shares of Common Stock. In connection with these transactions, the Mantle Ridge Funds are transferring to the Issuer amounts prescribed by Section 16(b) of the Securities Exchange Act of 1934 and the rules thereunder arising from the reported transactions and previously reported transactions. F6 · kind: Under the terms of each CSF-Option Agreement, if the relevant Mantle Ridge Fund exercises an option (and unless such Mantle Ridge Fund elects to settle such option for cash or for a net number of exercised forward agreements), upon paying the strike price, such Mantle Ridge Fund and its counterparty will be deemed to enter into a Cash Settled Forward Agreement referencing an aggregate number of shares of Common Stock equal to the notional shares underlying the exercised option. The forward price will equal the strike price plus the premium paid for the exercised option, subject to adjustment. F5 · price: On March 11, 2020, the Mantle Ridge Funds simultaneously (a) restructured most of their cash settled forward agreements ("Cash Settled Forward Agreements") into American-style call options on cash-settled forwards ("CSF-Option Agreements") and (b) restructured most of their Common Stock investments into American-style physically settled call options on Common Stock ("Physically Settled Call Options"). On March 12, 2020, the Mantle Ridge Funds sold some of their CSF-Option Agreements and some of their remaining shares of Common Stock. In connection with these transactions, the Mantle Ridge Funds are transferring to the Issuer amounts prescribed by Section 16(b) of the Securities Exchange Act of 1934 and the rules thereunder arising from the reported transactions and previously reported transactions. F6 · price: Under the terms of each CSF-Option Agreement, if the relevant Mantle Ridge Fund exercises an option (and unless such Mantle Ridge Fund elects to settle such option for cash or for a net number of exercised forward agreements), upon paying the strike price, such Mantle Ridge Fund and its counterparty will be deemed to enter into a Cash Settled Forward Agreement referencing an aggregate number of shares of Common Stock equal to the notional shares underlying the exercised option. The forward price will equal the strike price plus the premium paid for the exercised option, subject to adjustment. F1 · ownership.nature: In addition to Mantle Ridge LP, a Delaware limited partnership ("Mantle Ridge"), this Form 4 is being filed jointly by MR BridgeStone Advisor LLC, a Delaware limited liability company ("MR BridgeStone") and Paul C. Hilal, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as Mantle Ridge and may be deemed to have a pecuniary interest in securities reported on this Form 4 (the "Subject Securities"). All Subject Securities reported on this Form 4 are rounded up to the nearest whole share. F2 · ownership.nature: MR BridgeStone, a wholly owned subsidiary of Mantle Ridge, advises the accounts of MR BridgeStone Offshore Fund AB Ltd and MR BridgeStone Offshore Fund CA 01 Ltd, each a Cayman Islands exempted company (all such funds and their subsidiaries together, the "Mantle Ridge Funds"). F3 · ownership.nature: MR BridgeStone, as the investment adviser to the Mantle Ridge Funds, and Mantle Ridge, as the sole member of MR BridgeStone, each 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. By virtue of Paul C. Hilal's position as ultimately controlling MR BridgeStone and Mantle Ridge, Paul C. Hilal 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. F4 · ownership.nature: Paul C. Hilal is a member of the board of directors of the Issuer, and as a result, each of the Reporting Persons are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934. Read SEC document |
| March 11, 2020 Filed Mar 13, 2020 11:42 UTC |
Mantle Ridge LPDirector by deputization
MR BridgeStone Advisor LLCDirector by deputization
Hilal Paul CDirector
|
PurchaseOptions for Cash Settled Forward Contracts · Derivative | 8,376,602 | $18.83 Strike: $9.10 | $157,731,415.66 |
DisclosureSEC source: 0000899243-20-008166 · doc4.xml · derivative · entry 2 Mantle Ridge LP · CIK 0001695459 · Director by deputization MR BridgeStone Advisor LLC · CIK 0001785605 · Director by deputization Hilal Paul C · CIK 0001413084 · Director Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 8,376,602 Underlying: Common Stock · 8,376,602 shares Expires 2022-09-09 F5 · security: On March 11, 2020, the Mantle Ridge Funds simultaneously (a) restructured most of their cash settled forward agreements ("Cash Settled Forward Agreements") into American-style call options on cash-settled forwards ("CSF-Option Agreements") and (b) restructured most of their Common Stock investments into American-style physically settled call options on Common Stock ("Physically Settled Call Options"). On March 12, 2020, the Mantle Ridge Funds sold some of their CSF-Option Agreements and some of their remaining shares of Common Stock. In connection with these transactions, the Mantle Ridge Funds are transferring to the Issuer amounts prescribed by Section 16(b) of the Securities Exchange Act of 1934 and the rules thereunder arising from the reported transactions and previously reported transactions. F6 · security: Under the terms of each CSF-Option Agreement, if the relevant Mantle Ridge Fund exercises an option (and unless such Mantle Ridge Fund elects to settle such option for cash or for a net number of exercised forward agreements), upon paying the strike price, such Mantle Ridge Fund and its counterparty will be deemed to enter into a Cash Settled Forward Agreement referencing an aggregate number of shares of Common Stock equal to the notional shares underlying the exercised option. The forward price will equal the strike price plus the premium paid for the exercised option, subject to adjustment. F5 · derivative.exercise_price: On March 11, 2020, the Mantle Ridge Funds simultaneously (a) restructured most of their cash settled forward agreements ("Cash Settled Forward Agreements") into American-style call options on cash-settled forwards ("CSF-Option Agreements") and (b) restructured most of their Common Stock investments into American-style physically settled call options on Common Stock ("Physically Settled Call Options"). On March 12, 2020, the Mantle Ridge Funds sold some of their CSF-Option Agreements and some of their remaining shares of Common Stock. In connection with these transactions, the Mantle Ridge Funds are transferring to the Issuer amounts prescribed by Section 16(b) of the Securities Exchange Act of 1934 and the rules thereunder arising from the reported transactions and previously reported transactions. F6 · derivative.exercise_price: Under the terms of each CSF-Option Agreement, if the relevant Mantle Ridge Fund exercises an option (and unless such Mantle Ridge Fund elects to settle such option for cash or for a net number of exercised forward agreements), upon paying the strike price, such Mantle Ridge Fund and its counterparty will be deemed to enter into a Cash Settled Forward Agreement referencing an aggregate number of shares of Common Stock equal to the notional shares underlying the exercised option. The forward price will equal the strike price plus the premium paid for the exercised option, subject to adjustment. F5 · kind: On March 11, 2020, the Mantle Ridge Funds simultaneously (a) restructured most of their cash settled forward agreements ("Cash Settled Forward Agreements") into American-style call options on cash-settled forwards ("CSF-Option Agreements") and (b) restructured most of their Common Stock investments into American-style physically settled call options on Common Stock ("Physically Settled Call Options"). On March 12, 2020, the Mantle Ridge Funds sold some of their CSF-Option Agreements and some of their remaining shares of Common Stock. In connection with these transactions, the Mantle Ridge Funds are transferring to the Issuer amounts prescribed by Section 16(b) of the Securities Exchange Act of 1934 and the rules thereunder arising from the reported transactions and previously reported transactions. F6 · kind: Under the terms of each CSF-Option Agreement, if the relevant Mantle Ridge Fund exercises an option (and unless such Mantle Ridge Fund elects to settle such option for cash or for a net number of exercised forward agreements), upon paying the strike price, such Mantle Ridge Fund and its counterparty will be deemed to enter into a Cash Settled Forward Agreement referencing an aggregate number of shares of Common Stock equal to the notional shares underlying the exercised option. The forward price will equal the strike price plus the premium paid for the exercised option, subject to adjustment. F5 · price: On March 11, 2020, the Mantle Ridge Funds simultaneously (a) restructured most of their cash settled forward agreements ("Cash Settled Forward Agreements") into American-style call options on cash-settled forwards ("CSF-Option Agreements") and (b) restructured most of their Common Stock investments into American-style physically settled call options on Common Stock ("Physically Settled Call Options"). On March 12, 2020, the Mantle Ridge Funds sold some of their CSF-Option Agreements and some of their remaining shares of Common Stock. In connection with these transactions, the Mantle Ridge Funds are transferring to the Issuer amounts prescribed by Section 16(b) of the Securities Exchange Act of 1934 and the rules thereunder arising from the reported transactions and previously reported transactions. F6 · price: Under the terms of each CSF-Option Agreement, if the relevant Mantle Ridge Fund exercises an option (and unless such Mantle Ridge Fund elects to settle such option for cash or for a net number of exercised forward agreements), upon paying the strike price, such Mantle Ridge Fund and its counterparty will be deemed to enter into a Cash Settled Forward Agreement referencing an aggregate number of shares of Common Stock equal to the notional shares underlying the exercised option. The forward price will equal the strike price plus the premium paid for the exercised option, subject to adjustment. F1 · ownership.nature: In addition to Mantle Ridge LP, a Delaware limited partnership ("Mantle Ridge"), this Form 4 is being filed jointly by MR BridgeStone Advisor LLC, a Delaware limited liability company ("MR BridgeStone") and Paul C. Hilal, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as Mantle Ridge and may be deemed to have a pecuniary interest in securities reported on this Form 4 (the "Subject Securities"). All Subject Securities reported on this Form 4 are rounded up to the nearest whole share. F2 · ownership.nature: MR BridgeStone, a wholly owned subsidiary of Mantle Ridge, advises the accounts of MR BridgeStone Offshore Fund AB Ltd and MR BridgeStone Offshore Fund CA 01 Ltd, each a Cayman Islands exempted company (all such funds and their subsidiaries together, the "Mantle Ridge Funds"). F3 · ownership.nature: MR BridgeStone, as the investment adviser to the Mantle Ridge Funds, and Mantle Ridge, as the sole member of MR BridgeStone, each 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. By virtue of Paul C. Hilal's position as ultimately controlling MR BridgeStone and Mantle Ridge, Paul C. Hilal 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. F4 · ownership.nature: Paul C. Hilal is a member of the board of directors of the Issuer, and as a result, each of the Reporting Persons are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934. Read SEC document |
| March 11, 2020 Filed Mar 13, 2020 11:42 UTC |
Mantle Ridge LPDirector by deputization
MR BridgeStone Advisor LLCDirector by deputization
Hilal Paul CDirector
|
PurchaseOptions for Cash Settled Forward Contracts · Derivative | 8,376,602 | $18.38 Strike: $9.10 | $153,961,944.76 |
DisclosureSEC source: 0000899243-20-008166 · doc4.xml · derivative · entry 1 Mantle Ridge LP · CIK 0001695459 · Director by deputization MR BridgeStone Advisor LLC · CIK 0001785605 · Director by deputization Hilal Paul C · CIK 0001413084 · Director Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 8,376,602 Underlying: Common Stock · 8,376,602 shares Expires 2022-03-11 F5 · security: On March 11, 2020, the Mantle Ridge Funds simultaneously (a) restructured most of their cash settled forward agreements ("Cash Settled Forward Agreements") into American-style call options on cash-settled forwards ("CSF-Option Agreements") and (b) restructured most of their Common Stock investments into American-style physically settled call options on Common Stock ("Physically Settled Call Options"). On March 12, 2020, the Mantle Ridge Funds sold some of their CSF-Option Agreements and some of their remaining shares of Common Stock. In connection with these transactions, the Mantle Ridge Funds are transferring to the Issuer amounts prescribed by Section 16(b) of the Securities Exchange Act of 1934 and the rules thereunder arising from the reported transactions and previously reported transactions. F6 · security: Under the terms of each CSF-Option Agreement, if the relevant Mantle Ridge Fund exercises an option (and unless such Mantle Ridge Fund elects to settle such option for cash or for a net number of exercised forward agreements), upon paying the strike price, such Mantle Ridge Fund and its counterparty will be deemed to enter into a Cash Settled Forward Agreement referencing an aggregate number of shares of Common Stock equal to the notional shares underlying the exercised option. The forward price will equal the strike price plus the premium paid for the exercised option, subject to adjustment. F5 · derivative.exercise_price: On March 11, 2020, the Mantle Ridge Funds simultaneously (a) restructured most of their cash settled forward agreements ("Cash Settled Forward Agreements") into American-style call options on cash-settled forwards ("CSF-Option Agreements") and (b) restructured most of their Common Stock investments into American-style physically settled call options on Common Stock ("Physically Settled Call Options"). On March 12, 2020, the Mantle Ridge Funds sold some of their CSF-Option Agreements and some of their remaining shares of Common Stock. In connection with these transactions, the Mantle Ridge Funds are transferring to the Issuer amounts prescribed by Section 16(b) of the Securities Exchange Act of 1934 and the rules thereunder arising from the reported transactions and previously reported transactions. F6 · derivative.exercise_price: Under the terms of each CSF-Option Agreement, if the relevant Mantle Ridge Fund exercises an option (and unless such Mantle Ridge Fund elects to settle such option for cash or for a net number of exercised forward agreements), upon paying the strike price, such Mantle Ridge Fund and its counterparty will be deemed to enter into a Cash Settled Forward Agreement referencing an aggregate number of shares of Common Stock equal to the notional shares underlying the exercised option. The forward price will equal the strike price plus the premium paid for the exercised option, subject to adjustment. F5 · kind: On March 11, 2020, the Mantle Ridge Funds simultaneously (a) restructured most of their cash settled forward agreements ("Cash Settled Forward Agreements") into American-style call options on cash-settled forwards ("CSF-Option Agreements") and (b) restructured most of their Common Stock investments into American-style physically settled call options on Common Stock ("Physically Settled Call Options"). On March 12, 2020, the Mantle Ridge Funds sold some of their CSF-Option Agreements and some of their remaining shares of Common Stock. In connection with these transactions, the Mantle Ridge Funds are transferring to the Issuer amounts prescribed by Section 16(b) of the Securities Exchange Act of 1934 and the rules thereunder arising from the reported transactions and previously reported transactions. F6 · kind: Under the terms of each CSF-Option Agreement, if the relevant Mantle Ridge Fund exercises an option (and unless such Mantle Ridge Fund elects to settle such option for cash or for a net number of exercised forward agreements), upon paying the strike price, such Mantle Ridge Fund and its counterparty will be deemed to enter into a Cash Settled Forward Agreement referencing an aggregate number of shares of Common Stock equal to the notional shares underlying the exercised option. The forward price will equal the strike price plus the premium paid for the exercised option, subject to adjustment. F5 · price: On March 11, 2020, the Mantle Ridge Funds simultaneously (a) restructured most of their cash settled forward agreements ("Cash Settled Forward Agreements") into American-style call options on cash-settled forwards ("CSF-Option Agreements") and (b) restructured most of their Common Stock investments into American-style physically settled call options on Common Stock ("Physically Settled Call Options"). On March 12, 2020, the Mantle Ridge Funds sold some of their CSF-Option Agreements and some of their remaining shares of Common Stock. In connection with these transactions, the Mantle Ridge Funds are transferring to the Issuer amounts prescribed by Section 16(b) of the Securities Exchange Act of 1934 and the rules thereunder arising from the reported transactions and previously reported transactions. F6 · price: Under the terms of each CSF-Option Agreement, if the relevant Mantle Ridge Fund exercises an option (and unless such Mantle Ridge Fund elects to settle such option for cash or for a net number of exercised forward agreements), upon paying the strike price, such Mantle Ridge Fund and its counterparty will be deemed to enter into a Cash Settled Forward Agreement referencing an aggregate number of shares of Common Stock equal to the notional shares underlying the exercised option. The forward price will equal the strike price plus the premium paid for the exercised option, subject to adjustment. F1 · ownership.nature: In addition to Mantle Ridge LP, a Delaware limited partnership ("Mantle Ridge"), this Form 4 is being filed jointly by MR BridgeStone Advisor LLC, a Delaware limited liability company ("MR BridgeStone") and Paul C. Hilal, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as Mantle Ridge and may be deemed to have a pecuniary interest in securities reported on this Form 4 (the "Subject Securities"). All Subject Securities reported on this Form 4 are rounded up to the nearest whole share. F2 · ownership.nature: MR BridgeStone, a wholly owned subsidiary of Mantle Ridge, advises the accounts of MR BridgeStone Offshore Fund AB Ltd and MR BridgeStone Offshore Fund CA 01 Ltd, each a Cayman Islands exempted company (all such funds and their subsidiaries together, the "Mantle Ridge Funds"). F3 · ownership.nature: MR BridgeStone, as the investment adviser to the Mantle Ridge Funds, and Mantle Ridge, as the sole member of MR BridgeStone, each 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. By virtue of Paul C. Hilal's position as ultimately controlling MR BridgeStone and Mantle Ridge, Paul C. Hilal 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. F4 · ownership.nature: Paul C. Hilal is a member of the board of directors of the Issuer, and as a result, each of the Reporting Persons are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934. Read SEC document |
| March 11, 2020 Filed Mar 13, 2020 11:41 UTC |
Mantle Ridge LPDirector by deputization
MR BridgeStone Advisor LLCDirector by deputization
Hilal Paul CDirector
|
OtherCash Settled Forward Contracts · Derivative | 1,027,000 | Not disclosed Strike: $26.01 | Not disclosed |
DisclosureSEC source: 0000899243-20-008165 · doc4.xml · derivative · entry 18 Mantle Ridge LP · CIK 0001695459 · Director by deputization MR BridgeStone Advisor LLC · CIK 0001785605 · Director by deputization Hilal Paul C · CIK 0001413084 · Director Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 0 Underlying: Common Stock · 1,027,000 shares Expires 2024-09-25 F5 · security: On March 11, 2020, the Mantle Ridge Funds simultaneously (a) restructured most of their cash settled forward agreements ("Cash Settled Forward Agreements") into American-style call options on cash-settled forwards ("CSF-Option Agreements") and (b) restructured most of their Common Stock investments into American-style physically settled call options on Common Stock ("Physically Settled Call Options"). On March 12, 2020, the Mantle Ridge Funds sold some of their CSF-Option Agreements and some of their remaining shares of Common Stock. In connection with these transactions, the Mantle Ridge Funds are transferring to the Issuer amounts prescribed by Section 16(b) of the Securities Exchange Act of 1934 and the rules thereunder arising from the reported transactions and previously reported transactions. F6 · security: Under the terms of each CSF-Option Agreement, if the relevant Mantle Ridge Fund exercises an option (and unless such Mantle Ridge Fund elects to settle such option for cash or for a net number of exercised forward agreements), upon paying the strike price, such Mantle Ridge Fund and its counterparty will be deemed to enter into a Cash Settled Forward Agreement referencing an aggregate number of shares of Common Stock equal to the notional shares underlying the exercised option. The forward price will equal the strike price plus the premium paid for the exercised option, subject to adjustment. F5 · derivative.exercise_price: On March 11, 2020, the Mantle Ridge Funds simultaneously (a) restructured most of their cash settled forward agreements ("Cash Settled Forward Agreements") into American-style call options on cash-settled forwards ("CSF-Option Agreements") and (b) restructured most of their Common Stock investments into American-style physically settled call options on Common Stock ("Physically Settled Call Options"). On March 12, 2020, the Mantle Ridge Funds sold some of their CSF-Option Agreements and some of their remaining shares of Common Stock. In connection with these transactions, the Mantle Ridge Funds are transferring to the Issuer amounts prescribed by Section 16(b) of the Securities Exchange Act of 1934 and the rules thereunder arising from the reported transactions and previously reported transactions. F6 · derivative.exercise_price: Under the terms of each CSF-Option Agreement, if the relevant Mantle Ridge Fund exercises an option (and unless such Mantle Ridge Fund elects to settle such option for cash or for a net number of exercised forward agreements), upon paying the strike price, such Mantle Ridge Fund and its counterparty will be deemed to enter into a Cash Settled Forward Agreement referencing an aggregate number of shares of Common Stock equal to the notional shares underlying the exercised option. The forward price will equal the strike price plus the premium paid for the exercised option, subject to adjustment. F7 · derivative.exercise_price: Under the terms of each Cash Settled Forward Agreement, the relevant Mantle Ridge Fund will be required to pay to the counterparty any decrease in, and have the right to receive from the counterparty any increase in, the market price of the referenced notional number of shares of Common Stock compared with the forward price described above. F5 · kind: On March 11, 2020, the Mantle Ridge Funds simultaneously (a) restructured most of their cash settled forward agreements ("Cash Settled Forward Agreements") into American-style call options on cash-settled forwards ("CSF-Option Agreements") and (b) restructured most of their Common Stock investments into American-style physically settled call options on Common Stock ("Physically Settled Call Options"). On March 12, 2020, the Mantle Ridge Funds sold some of their CSF-Option Agreements and some of their remaining shares of Common Stock. In connection with these transactions, the Mantle Ridge Funds are transferring to the Issuer amounts prescribed by Section 16(b) of the Securities Exchange Act of 1934 and the rules thereunder arising from the reported transactions and previously reported transactions. F6 · kind: Under the terms of each CSF-Option Agreement, if the relevant Mantle Ridge Fund exercises an option (and unless such Mantle Ridge Fund elects to settle such option for cash or for a net number of exercised forward agreements), upon paying the strike price, such Mantle Ridge Fund and its counterparty will be deemed to enter into a Cash Settled Forward Agreement referencing an aggregate number of shares of Common Stock equal to the notional shares underlying the exercised option. The forward price will equal the strike price plus the premium paid for the exercised option, subject to adjustment. F7 · price: Under the terms of each Cash Settled Forward Agreement, the relevant Mantle Ridge Fund will be required to pay to the counterparty any decrease in, and have the right to receive from the counterparty any increase in, the market price of the referenced notional number of shares of Common Stock compared with the forward price described above. F1 · ownership.nature: In addition to Mantle Ridge LP, a Delaware limited partnership ("Mantle Ridge"), this Form 4 is being filed jointly by MR BridgeStone Advisor LLC, a Delaware limited liability company ("MR BridgeStone") and Paul C. Hilal, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as Mantle Ridge and may be deemed to have a pecuniary interest in securities reported on this Form 4 (the "Subject Securities"). All Subject Securities reported on this Form 4 are rounded up to the nearest whole share. F2 · ownership.nature: MR BridgeStone, a wholly owned subsidiary of Mantle Ridge, advises the accounts of MR BridgeStone Offshore Fund AB Ltd and MR BridgeStone Offshore Fund CA 01 Ltd, each a Cayman Islands exempted company (all such funds and their subsidiaries together, the "Mantle Ridge Funds"). F3 · ownership.nature: MR BridgeStone, as the investment adviser to the Mantle Ridge Funds, and Mantle Ridge, as the sole member of MR BridgeStone, each 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. By virtue of Paul C. Hilal's position as ultimately controlling MR BridgeStone and Mantle Ridge, Paul C. Hilal 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. F4 · ownership.nature: Paul C. Hilal is a member of the board of directors of the Issuer, and as a result, each of the Reporting Persons are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934. Read SEC document |
| March 11, 2020 Filed Mar 13, 2020 11:41 UTC |
Mantle Ridge LPDirector by deputization
MR BridgeStone Advisor LLCDirector by deputization
Hilal Paul CDirector
|
OtherCash Settled Forward Contracts · Derivative | 124,000 | Not disclosed Strike: $26.01 | Not disclosed |
DisclosureSEC source: 0000899243-20-008165 · doc4.xml · derivative · entry 17 Mantle Ridge LP · CIK 0001695459 · Director by deputization MR BridgeStone Advisor LLC · CIK 0001785605 · Director by deputization Hilal Paul C · CIK 0001413084 · Director Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 0 Underlying: Common Stock · 124,000 shares Expires 2024-09-26 F5 · security: On March 11, 2020, the Mantle Ridge Funds simultaneously (a) restructured most of their cash settled forward agreements ("Cash Settled Forward Agreements") into American-style call options on cash-settled forwards ("CSF-Option Agreements") and (b) restructured most of their Common Stock investments into American-style physically settled call options on Common Stock ("Physically Settled Call Options"). On March 12, 2020, the Mantle Ridge Funds sold some of their CSF-Option Agreements and some of their remaining shares of Common Stock. In connection with these transactions, the Mantle Ridge Funds are transferring to the Issuer amounts prescribed by Section 16(b) of the Securities Exchange Act of 1934 and the rules thereunder arising from the reported transactions and previously reported transactions. F6 · security: Under the terms of each CSF-Option Agreement, if the relevant Mantle Ridge Fund exercises an option (and unless such Mantle Ridge Fund elects to settle such option for cash or for a net number of exercised forward agreements), upon paying the strike price, such Mantle Ridge Fund and its counterparty will be deemed to enter into a Cash Settled Forward Agreement referencing an aggregate number of shares of Common Stock equal to the notional shares underlying the exercised option. The forward price will equal the strike price plus the premium paid for the exercised option, subject to adjustment. F5 · derivative.exercise_price: On March 11, 2020, the Mantle Ridge Funds simultaneously (a) restructured most of their cash settled forward agreements ("Cash Settled Forward Agreements") into American-style call options on cash-settled forwards ("CSF-Option Agreements") and (b) restructured most of their Common Stock investments into American-style physically settled call options on Common Stock ("Physically Settled Call Options"). On March 12, 2020, the Mantle Ridge Funds sold some of their CSF-Option Agreements and some of their remaining shares of Common Stock. In connection with these transactions, the Mantle Ridge Funds are transferring to the Issuer amounts prescribed by Section 16(b) of the Securities Exchange Act of 1934 and the rules thereunder arising from the reported transactions and previously reported transactions. F6 · derivative.exercise_price: Under the terms of each CSF-Option Agreement, if the relevant Mantle Ridge Fund exercises an option (and unless such Mantle Ridge Fund elects to settle such option for cash or for a net number of exercised forward agreements), upon paying the strike price, such Mantle Ridge Fund and its counterparty will be deemed to enter into a Cash Settled Forward Agreement referencing an aggregate number of shares of Common Stock equal to the notional shares underlying the exercised option. The forward price will equal the strike price plus the premium paid for the exercised option, subject to adjustment. F7 · derivative.exercise_price: Under the terms of each Cash Settled Forward Agreement, the relevant Mantle Ridge Fund will be required to pay to the counterparty any decrease in, and have the right to receive from the counterparty any increase in, the market price of the referenced notional number of shares of Common Stock compared with the forward price described above. F5 · kind: On March 11, 2020, the Mantle Ridge Funds simultaneously (a) restructured most of their cash settled forward agreements ("Cash Settled Forward Agreements") into American-style call options on cash-settled forwards ("CSF-Option Agreements") and (b) restructured most of their Common Stock investments into American-style physically settled call options on Common Stock ("Physically Settled Call Options"). On March 12, 2020, the Mantle Ridge Funds sold some of their CSF-Option Agreements and some of their remaining shares of Common Stock. In connection with these transactions, the Mantle Ridge Funds are transferring to the Issuer amounts prescribed by Section 16(b) of the Securities Exchange Act of 1934 and the rules thereunder arising from the reported transactions and previously reported transactions. F6 · kind: Under the terms of each CSF-Option Agreement, if the relevant Mantle Ridge Fund exercises an option (and unless such Mantle Ridge Fund elects to settle such option for cash or for a net number of exercised forward agreements), upon paying the strike price, such Mantle Ridge Fund and its counterparty will be deemed to enter into a Cash Settled Forward Agreement referencing an aggregate number of shares of Common Stock equal to the notional shares underlying the exercised option. The forward price will equal the strike price plus the premium paid for the exercised option, subject to adjustment. F7 · price: Under the terms of each Cash Settled Forward Agreement, the relevant Mantle Ridge Fund will be required to pay to the counterparty any decrease in, and have the right to receive from the counterparty any increase in, the market price of the referenced notional number of shares of Common Stock compared with the forward price described above. F1 · ownership.nature: In addition to Mantle Ridge LP, a Delaware limited partnership ("Mantle Ridge"), this Form 4 is being filed jointly by MR BridgeStone Advisor LLC, a Delaware limited liability company ("MR BridgeStone") and Paul C. Hilal, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as Mantle Ridge and may be deemed to have a pecuniary interest in securities reported on this Form 4 (the "Subject Securities"). All Subject Securities reported on this Form 4 are rounded up to the nearest whole share. F2 · ownership.nature: MR BridgeStone, a wholly owned subsidiary of Mantle Ridge, advises the accounts of MR BridgeStone Offshore Fund AB Ltd and MR BridgeStone Offshore Fund CA 01 Ltd, each a Cayman Islands exempted company (all such funds and their subsidiaries together, the "Mantle Ridge Funds"). F3 · ownership.nature: MR BridgeStone, as the investment adviser to the Mantle Ridge Funds, and Mantle Ridge, as the sole member of MR BridgeStone, each 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. By virtue of Paul C. Hilal's position as ultimately controlling MR BridgeStone and Mantle Ridge, Paul C. Hilal 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. F4 · ownership.nature: Paul C. Hilal is a member of the board of directors of the Issuer, and as a result, each of the Reporting Persons are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934. Read SEC document |
| March 11, 2020 Filed Mar 13, 2020 11:41 UTC |
Mantle Ridge LPDirector by deputization
MR BridgeStone Advisor LLCDirector by deputization
Hilal Paul CDirector
|
OtherCash Settled Forward Contracts · Derivative | 262,962 | Not disclosed Strike: $26.01 | Not disclosed |
DisclosureSEC source: 0000899243-20-008165 · doc4.xml · derivative · entry 16 Mantle Ridge LP · CIK 0001695459 · Director by deputization MR BridgeStone Advisor LLC · CIK 0001785605 · Director by deputization Hilal Paul C · CIK 0001413084 · Director Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 0 Underlying: Common Stock · 262,962 shares Expires 2024-10-02 F5 · security: On March 11, 2020, the Mantle Ridge Funds simultaneously (a) restructured most of their cash settled forward agreements ("Cash Settled Forward Agreements") into American-style call options on cash-settled forwards ("CSF-Option Agreements") and (b) restructured most of their Common Stock investments into American-style physically settled call options on Common Stock ("Physically Settled Call Options"). On March 12, 2020, the Mantle Ridge Funds sold some of their CSF-Option Agreements and some of their remaining shares of Common Stock. In connection with these transactions, the Mantle Ridge Funds are transferring to the Issuer amounts prescribed by Section 16(b) of the Securities Exchange Act of 1934 and the rules thereunder arising from the reported transactions and previously reported transactions. F6 · security: Under the terms of each CSF-Option Agreement, if the relevant Mantle Ridge Fund exercises an option (and unless such Mantle Ridge Fund elects to settle such option for cash or for a net number of exercised forward agreements), upon paying the strike price, such Mantle Ridge Fund and its counterparty will be deemed to enter into a Cash Settled Forward Agreement referencing an aggregate number of shares of Common Stock equal to the notional shares underlying the exercised option. The forward price will equal the strike price plus the premium paid for the exercised option, subject to adjustment. F5 · derivative.exercise_price: On March 11, 2020, the Mantle Ridge Funds simultaneously (a) restructured most of their cash settled forward agreements ("Cash Settled Forward Agreements") into American-style call options on cash-settled forwards ("CSF-Option Agreements") and (b) restructured most of their Common Stock investments into American-style physically settled call options on Common Stock ("Physically Settled Call Options"). On March 12, 2020, the Mantle Ridge Funds sold some of their CSF-Option Agreements and some of their remaining shares of Common Stock. In connection with these transactions, the Mantle Ridge Funds are transferring to the Issuer amounts prescribed by Section 16(b) of the Securities Exchange Act of 1934 and the rules thereunder arising from the reported transactions and previously reported transactions. F6 · derivative.exercise_price: Under the terms of each CSF-Option Agreement, if the relevant Mantle Ridge Fund exercises an option (and unless such Mantle Ridge Fund elects to settle such option for cash or for a net number of exercised forward agreements), upon paying the strike price, such Mantle Ridge Fund and its counterparty will be deemed to enter into a Cash Settled Forward Agreement referencing an aggregate number of shares of Common Stock equal to the notional shares underlying the exercised option. The forward price will equal the strike price plus the premium paid for the exercised option, subject to adjustment. F7 · derivative.exercise_price: Under the terms of each Cash Settled Forward Agreement, the relevant Mantle Ridge Fund will be required to pay to the counterparty any decrease in, and have the right to receive from the counterparty any increase in, the market price of the referenced notional number of shares of Common Stock compared with the forward price described above. F5 · kind: On March 11, 2020, the Mantle Ridge Funds simultaneously (a) restructured most of their cash settled forward agreements ("Cash Settled Forward Agreements") into American-style call options on cash-settled forwards ("CSF-Option Agreements") and (b) restructured most of their Common Stock investments into American-style physically settled call options on Common Stock ("Physically Settled Call Options"). On March 12, 2020, the Mantle Ridge Funds sold some of their CSF-Option Agreements and some of their remaining shares of Common Stock. In connection with these transactions, the Mantle Ridge Funds are transferring to the Issuer amounts prescribed by Section 16(b) of the Securities Exchange Act of 1934 and the rules thereunder arising from the reported transactions and previously reported transactions. F6 · kind: Under the terms of each CSF-Option Agreement, if the relevant Mantle Ridge Fund exercises an option (and unless such Mantle Ridge Fund elects to settle such option for cash or for a net number of exercised forward agreements), upon paying the strike price, such Mantle Ridge Fund and its counterparty will be deemed to enter into a Cash Settled Forward Agreement referencing an aggregate number of shares of Common Stock equal to the notional shares underlying the exercised option. The forward price will equal the strike price plus the premium paid for the exercised option, subject to adjustment. F7 · price: Under the terms of each Cash Settled Forward Agreement, the relevant Mantle Ridge Fund will be required to pay to the counterparty any decrease in, and have the right to receive from the counterparty any increase in, the market price of the referenced notional number of shares of Common Stock compared with the forward price described above. F1 · ownership.nature: In addition to Mantle Ridge LP, a Delaware limited partnership ("Mantle Ridge"), this Form 4 is being filed jointly by MR BridgeStone Advisor LLC, a Delaware limited liability company ("MR BridgeStone") and Paul C. Hilal, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as Mantle Ridge and may be deemed to have a pecuniary interest in securities reported on this Form 4 (the "Subject Securities"). All Subject Securities reported on this Form 4 are rounded up to the nearest whole share. F2 · ownership.nature: MR BridgeStone, a wholly owned subsidiary of Mantle Ridge, advises the accounts of MR BridgeStone Offshore Fund AB Ltd and MR BridgeStone Offshore Fund CA 01 Ltd, each a Cayman Islands exempted company (all such funds and their subsidiaries together, the "Mantle Ridge Funds"). F3 · ownership.nature: MR BridgeStone, as the investment adviser to the Mantle Ridge Funds, and Mantle Ridge, as the sole member of MR BridgeStone, each 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. By virtue of Paul C. Hilal's position as ultimately controlling MR BridgeStone and Mantle Ridge, Paul C. Hilal 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. F4 · ownership.nature: Paul C. Hilal is a member of the board of directors of the Issuer, and as a result, each of the Reporting Persons are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934. Read SEC document |
| March 11, 2020 Filed Mar 13, 2020 11:41 UTC |
Mantle Ridge LPDirector by deputization
MR BridgeStone Advisor LLCDirector by deputization
Hilal Paul CDirector
|
OtherCash Settled Forward Contracts · Derivative | 767,000 | Not disclosed Strike: $26.01 | Not disclosed |
DisclosureSEC source: 0000899243-20-008165 · doc4.xml · derivative · entry 15 Mantle Ridge LP · CIK 0001695459 · Director by deputization MR BridgeStone Advisor LLC · CIK 0001785605 · Director by deputization Hilal Paul C · CIK 0001413084 · Director Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 0 Underlying: Common Stock · 767,000 shares Expires 2024-09-19 F5 · security: On March 11, 2020, the Mantle Ridge Funds simultaneously (a) restructured most of their cash settled forward agreements ("Cash Settled Forward Agreements") into American-style call options on cash-settled forwards ("CSF-Option Agreements") and (b) restructured most of their Common Stock investments into American-style physically settled call options on Common Stock ("Physically Settled Call Options"). On March 12, 2020, the Mantle Ridge Funds sold some of their CSF-Option Agreements and some of their remaining shares of Common Stock. In connection with these transactions, the Mantle Ridge Funds are transferring to the Issuer amounts prescribed by Section 16(b) of the Securities Exchange Act of 1934 and the rules thereunder arising from the reported transactions and previously reported transactions. F6 · security: Under the terms of each CSF-Option Agreement, if the relevant Mantle Ridge Fund exercises an option (and unless such Mantle Ridge Fund elects to settle such option for cash or for a net number of exercised forward agreements), upon paying the strike price, such Mantle Ridge Fund and its counterparty will be deemed to enter into a Cash Settled Forward Agreement referencing an aggregate number of shares of Common Stock equal to the notional shares underlying the exercised option. The forward price will equal the strike price plus the premium paid for the exercised option, subject to adjustment. F5 · derivative.exercise_price: On March 11, 2020, the Mantle Ridge Funds simultaneously (a) restructured most of their cash settled forward agreements ("Cash Settled Forward Agreements") into American-style call options on cash-settled forwards ("CSF-Option Agreements") and (b) restructured most of their Common Stock investments into American-style physically settled call options on Common Stock ("Physically Settled Call Options"). On March 12, 2020, the Mantle Ridge Funds sold some of their CSF-Option Agreements and some of their remaining shares of Common Stock. In connection with these transactions, the Mantle Ridge Funds are transferring to the Issuer amounts prescribed by Section 16(b) of the Securities Exchange Act of 1934 and the rules thereunder arising from the reported transactions and previously reported transactions. F6 · derivative.exercise_price: Under the terms of each CSF-Option Agreement, if the relevant Mantle Ridge Fund exercises an option (and unless such Mantle Ridge Fund elects to settle such option for cash or for a net number of exercised forward agreements), upon paying the strike price, such Mantle Ridge Fund and its counterparty will be deemed to enter into a Cash Settled Forward Agreement referencing an aggregate number of shares of Common Stock equal to the notional shares underlying the exercised option. The forward price will equal the strike price plus the premium paid for the exercised option, subject to adjustment. F7 · derivative.exercise_price: Under the terms of each Cash Settled Forward Agreement, the relevant Mantle Ridge Fund will be required to pay to the counterparty any decrease in, and have the right to receive from the counterparty any increase in, the market price of the referenced notional number of shares of Common Stock compared with the forward price described above. F5 · kind: On March 11, 2020, the Mantle Ridge Funds simultaneously (a) restructured most of their cash settled forward agreements ("Cash Settled Forward Agreements") into American-style call options on cash-settled forwards ("CSF-Option Agreements") and (b) restructured most of their Common Stock investments into American-style physically settled call options on Common Stock ("Physically Settled Call Options"). On March 12, 2020, the Mantle Ridge Funds sold some of their CSF-Option Agreements and some of their remaining shares of Common Stock. In connection with these transactions, the Mantle Ridge Funds are transferring to the Issuer amounts prescribed by Section 16(b) of the Securities Exchange Act of 1934 and the rules thereunder arising from the reported transactions and previously reported transactions. F6 · kind: Under the terms of each CSF-Option Agreement, if the relevant Mantle Ridge Fund exercises an option (and unless such Mantle Ridge Fund elects to settle such option for cash or for a net number of exercised forward agreements), upon paying the strike price, such Mantle Ridge Fund and its counterparty will be deemed to enter into a Cash Settled Forward Agreement referencing an aggregate number of shares of Common Stock equal to the notional shares underlying the exercised option. The forward price will equal the strike price plus the premium paid for the exercised option, subject to adjustment. F7 · price: Under the terms of each Cash Settled Forward Agreement, the relevant Mantle Ridge Fund will be required to pay to the counterparty any decrease in, and have the right to receive from the counterparty any increase in, the market price of the referenced notional number of shares of Common Stock compared with the forward price described above. F1 · ownership.nature: In addition to Mantle Ridge LP, a Delaware limited partnership ("Mantle Ridge"), this Form 4 is being filed jointly by MR BridgeStone Advisor LLC, a Delaware limited liability company ("MR BridgeStone") and Paul C. Hilal, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as Mantle Ridge and may be deemed to have a pecuniary interest in securities reported on this Form 4 (the "Subject Securities"). All Subject Securities reported on this Form 4 are rounded up to the nearest whole share. F2 · ownership.nature: MR BridgeStone, a wholly owned subsidiary of Mantle Ridge, advises the accounts of MR BridgeStone Offshore Fund AB Ltd and MR BridgeStone Offshore Fund CA 01 Ltd, each a Cayman Islands exempted company (all such funds and their subsidiaries together, the "Mantle Ridge Funds"). F3 · ownership.nature: MR BridgeStone, as the investment adviser to the Mantle Ridge Funds, and Mantle Ridge, as the sole member of MR BridgeStone, each 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. By virtue of Paul C. Hilal's position as ultimately controlling MR BridgeStone and Mantle Ridge, Paul C. Hilal 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. F4 · ownership.nature: Paul C. Hilal is a member of the board of directors of the Issuer, and as a result, each of the Reporting Persons are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934. Read SEC document |
| March 11, 2020 Filed Mar 13, 2020 11:41 UTC |
Mantle Ridge LPDirector by deputization
MR BridgeStone Advisor LLCDirector by deputization
Hilal Paul CDirector
|
OtherCash Settled Forward Contracts · Derivative | 561,000 | Not disclosed Strike: $26.01 | Not disclosed |
DisclosureSEC source: 0000899243-20-008165 · doc4.xml · derivative · entry 14 Mantle Ridge LP · CIK 0001695459 · Director by deputization MR BridgeStone Advisor LLC · CIK 0001785605 · Director by deputization Hilal Paul C · CIK 0001413084 · Director Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 0 Underlying: Common Stock · 561,000 shares Expires 2024-09-24 F5 · security: On March 11, 2020, the Mantle Ridge Funds simultaneously (a) restructured most of their cash settled forward agreements ("Cash Settled Forward Agreements") into American-style call options on cash-settled forwards ("CSF-Option Agreements") and (b) restructured most of their Common Stock investments into American-style physically settled call options on Common Stock ("Physically Settled Call Options"). On March 12, 2020, the Mantle Ridge Funds sold some of their CSF-Option Agreements and some of their remaining shares of Common Stock. In connection with these transactions, the Mantle Ridge Funds are transferring to the Issuer amounts prescribed by Section 16(b) of the Securities Exchange Act of 1934 and the rules thereunder arising from the reported transactions and previously reported transactions. F6 · security: Under the terms of each CSF-Option Agreement, if the relevant Mantle Ridge Fund exercises an option (and unless such Mantle Ridge Fund elects to settle such option for cash or for a net number of exercised forward agreements), upon paying the strike price, such Mantle Ridge Fund and its counterparty will be deemed to enter into a Cash Settled Forward Agreement referencing an aggregate number of shares of Common Stock equal to the notional shares underlying the exercised option. The forward price will equal the strike price plus the premium paid for the exercised option, subject to adjustment. F5 · derivative.exercise_price: On March 11, 2020, the Mantle Ridge Funds simultaneously (a) restructured most of their cash settled forward agreements ("Cash Settled Forward Agreements") into American-style call options on cash-settled forwards ("CSF-Option Agreements") and (b) restructured most of their Common Stock investments into American-style physically settled call options on Common Stock ("Physically Settled Call Options"). On March 12, 2020, the Mantle Ridge Funds sold some of their CSF-Option Agreements and some of their remaining shares of Common Stock. In connection with these transactions, the Mantle Ridge Funds are transferring to the Issuer amounts prescribed by Section 16(b) of the Securities Exchange Act of 1934 and the rules thereunder arising from the reported transactions and previously reported transactions. F6 · derivative.exercise_price: Under the terms of each CSF-Option Agreement, if the relevant Mantle Ridge Fund exercises an option (and unless such Mantle Ridge Fund elects to settle such option for cash or for a net number of exercised forward agreements), upon paying the strike price, such Mantle Ridge Fund and its counterparty will be deemed to enter into a Cash Settled Forward Agreement referencing an aggregate number of shares of Common Stock equal to the notional shares underlying the exercised option. The forward price will equal the strike price plus the premium paid for the exercised option, subject to adjustment. F7 · derivative.exercise_price: Under the terms of each Cash Settled Forward Agreement, the relevant Mantle Ridge Fund will be required to pay to the counterparty any decrease in, and have the right to receive from the counterparty any increase in, the market price of the referenced notional number of shares of Common Stock compared with the forward price described above. F5 · kind: On March 11, 2020, the Mantle Ridge Funds simultaneously (a) restructured most of their cash settled forward agreements ("Cash Settled Forward Agreements") into American-style call options on cash-settled forwards ("CSF-Option Agreements") and (b) restructured most of their Common Stock investments into American-style physically settled call options on Common Stock ("Physically Settled Call Options"). On March 12, 2020, the Mantle Ridge Funds sold some of their CSF-Option Agreements and some of their remaining shares of Common Stock. In connection with these transactions, the Mantle Ridge Funds are transferring to the Issuer amounts prescribed by Section 16(b) of the Securities Exchange Act of 1934 and the rules thereunder arising from the reported transactions and previously reported transactions. F6 · kind: Under the terms of each CSF-Option Agreement, if the relevant Mantle Ridge Fund exercises an option (and unless such Mantle Ridge Fund elects to settle such option for cash or for a net number of exercised forward agreements), upon paying the strike price, such Mantle Ridge Fund and its counterparty will be deemed to enter into a Cash Settled Forward Agreement referencing an aggregate number of shares of Common Stock equal to the notional shares underlying the exercised option. The forward price will equal the strike price plus the premium paid for the exercised option, subject to adjustment. F7 · price: Under the terms of each Cash Settled Forward Agreement, the relevant Mantle Ridge Fund will be required to pay to the counterparty any decrease in, and have the right to receive from the counterparty any increase in, the market price of the referenced notional number of shares of Common Stock compared with the forward price described above. F1 · ownership.nature: In addition to Mantle Ridge LP, a Delaware limited partnership ("Mantle Ridge"), this Form 4 is being filed jointly by MR BridgeStone Advisor LLC, a Delaware limited liability company ("MR BridgeStone") and Paul C. Hilal, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as Mantle Ridge and may be deemed to have a pecuniary interest in securities reported on this Form 4 (the "Subject Securities"). All Subject Securities reported on this Form 4 are rounded up to the nearest whole share. F2 · ownership.nature: MR BridgeStone, a wholly owned subsidiary of Mantle Ridge, advises the accounts of MR BridgeStone Offshore Fund AB Ltd and MR BridgeStone Offshore Fund CA 01 Ltd, each a Cayman Islands exempted company (all such funds and their subsidiaries together, the "Mantle Ridge Funds"). F3 · ownership.nature: MR BridgeStone, as the investment adviser to the Mantle Ridge Funds, and Mantle Ridge, as the sole member of MR BridgeStone, each 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. By virtue of Paul C. Hilal's position as ultimately controlling MR BridgeStone and Mantle Ridge, Paul C. Hilal 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. F4 · ownership.nature: Paul C. Hilal is a member of the board of directors of the Issuer, and as a result, each of the Reporting Persons are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934. Read SEC document |
| March 11, 2020 Filed Mar 13, 2020 11:41 UTC |
Mantle Ridge LPDirector by deputization
MR BridgeStone Advisor LLCDirector by deputization
Hilal Paul CDirector
|
OtherCash Settled Forward Contracts · Derivative | 1,132,000 | Not disclosed Strike: $26.01 | Not disclosed |
DisclosureSEC source: 0000899243-20-008165 · doc4.xml · derivative · entry 13 Mantle Ridge LP · CIK 0001695459 · Director by deputization MR BridgeStone Advisor LLC · CIK 0001785605 · Director by deputization Hilal Paul C · CIK 0001413084 · Director Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 0 Underlying: Common Stock · 1,132,000 shares Expires 2024-09-18 F5 · security: On March 11, 2020, the Mantle Ridge Funds simultaneously (a) restructured most of their cash settled forward agreements ("Cash Settled Forward Agreements") into American-style call options on cash-settled forwards ("CSF-Option Agreements") and (b) restructured most of their Common Stock investments into American-style physically settled call options on Common Stock ("Physically Settled Call Options"). On March 12, 2020, the Mantle Ridge Funds sold some of their CSF-Option Agreements and some of their remaining shares of Common Stock. In connection with these transactions, the Mantle Ridge Funds are transferring to the Issuer amounts prescribed by Section 16(b) of the Securities Exchange Act of 1934 and the rules thereunder arising from the reported transactions and previously reported transactions. F6 · security: Under the terms of each CSF-Option Agreement, if the relevant Mantle Ridge Fund exercises an option (and unless such Mantle Ridge Fund elects to settle such option for cash or for a net number of exercised forward agreements), upon paying the strike price, such Mantle Ridge Fund and its counterparty will be deemed to enter into a Cash Settled Forward Agreement referencing an aggregate number of shares of Common Stock equal to the notional shares underlying the exercised option. The forward price will equal the strike price plus the premium paid for the exercised option, subject to adjustment. F5 · derivative.exercise_price: On March 11, 2020, the Mantle Ridge Funds simultaneously (a) restructured most of their cash settled forward agreements ("Cash Settled Forward Agreements") into American-style call options on cash-settled forwards ("CSF-Option Agreements") and (b) restructured most of their Common Stock investments into American-style physically settled call options on Common Stock ("Physically Settled Call Options"). On March 12, 2020, the Mantle Ridge Funds sold some of their CSF-Option Agreements and some of their remaining shares of Common Stock. In connection with these transactions, the Mantle Ridge Funds are transferring to the Issuer amounts prescribed by Section 16(b) of the Securities Exchange Act of 1934 and the rules thereunder arising from the reported transactions and previously reported transactions. F6 · derivative.exercise_price: Under the terms of each CSF-Option Agreement, if the relevant Mantle Ridge Fund exercises an option (and unless such Mantle Ridge Fund elects to settle such option for cash or for a net number of exercised forward agreements), upon paying the strike price, such Mantle Ridge Fund and its counterparty will be deemed to enter into a Cash Settled Forward Agreement referencing an aggregate number of shares of Common Stock equal to the notional shares underlying the exercised option. The forward price will equal the strike price plus the premium paid for the exercised option, subject to adjustment. F7 · derivative.exercise_price: Under the terms of each Cash Settled Forward Agreement, the relevant Mantle Ridge Fund will be required to pay to the counterparty any decrease in, and have the right to receive from the counterparty any increase in, the market price of the referenced notional number of shares of Common Stock compared with the forward price described above. F5 · kind: On March 11, 2020, the Mantle Ridge Funds simultaneously (a) restructured most of their cash settled forward agreements ("Cash Settled Forward Agreements") into American-style call options on cash-settled forwards ("CSF-Option Agreements") and (b) restructured most of their Common Stock investments into American-style physically settled call options on Common Stock ("Physically Settled Call Options"). On March 12, 2020, the Mantle Ridge Funds sold some of their CSF-Option Agreements and some of their remaining shares of Common Stock. In connection with these transactions, the Mantle Ridge Funds are transferring to the Issuer amounts prescribed by Section 16(b) of the Securities Exchange Act of 1934 and the rules thereunder arising from the reported transactions and previously reported transactions. F6 · kind: Under the terms of each CSF-Option Agreement, if the relevant Mantle Ridge Fund exercises an option (and unless such Mantle Ridge Fund elects to settle such option for cash or for a net number of exercised forward agreements), upon paying the strike price, such Mantle Ridge Fund and its counterparty will be deemed to enter into a Cash Settled Forward Agreement referencing an aggregate number of shares of Common Stock equal to the notional shares underlying the exercised option. The forward price will equal the strike price plus the premium paid for the exercised option, subject to adjustment. F7 · price: Under the terms of each Cash Settled Forward Agreement, the relevant Mantle Ridge Fund will be required to pay to the counterparty any decrease in, and have the right to receive from the counterparty any increase in, the market price of the referenced notional number of shares of Common Stock compared with the forward price described above. F1 · ownership.nature: In addition to Mantle Ridge LP, a Delaware limited partnership ("Mantle Ridge"), this Form 4 is being filed jointly by MR BridgeStone Advisor LLC, a Delaware limited liability company ("MR BridgeStone") and Paul C. Hilal, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as Mantle Ridge and may be deemed to have a pecuniary interest in securities reported on this Form 4 (the "Subject Securities"). All Subject Securities reported on this Form 4 are rounded up to the nearest whole share. F2 · ownership.nature: MR BridgeStone, a wholly owned subsidiary of Mantle Ridge, advises the accounts of MR BridgeStone Offshore Fund AB Ltd and MR BridgeStone Offshore Fund CA 01 Ltd, each a Cayman Islands exempted company (all such funds and their subsidiaries together, the "Mantle Ridge Funds"). F3 · ownership.nature: MR BridgeStone, as the investment adviser to the Mantle Ridge Funds, and Mantle Ridge, as the sole member of MR BridgeStone, each 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. By virtue of Paul C. Hilal's position as ultimately controlling MR BridgeStone and Mantle Ridge, Paul C. Hilal 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. F4 · ownership.nature: Paul C. Hilal is a member of the board of directors of the Issuer, and as a result, each of the Reporting Persons are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934. Read SEC document |
| March 11, 2020 Filed Mar 13, 2020 11:41 UTC |
Mantle Ridge LPDirector by deputization
MR BridgeStone Advisor LLCDirector by deputization
Hilal Paul CDirector
|
OtherCash Settled Forward Contracts · Derivative | 923,000 | Not disclosed Strike: $26.01 | Not disclosed |
DisclosureSEC source: 0000899243-20-008165 · doc4.xml · derivative · entry 12 Mantle Ridge LP · CIK 0001695459 · Director by deputization MR BridgeStone Advisor LLC · CIK 0001785605 · Director by deputization Hilal Paul C · CIK 0001413084 · Director Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 0 Underlying: Common Stock · 923,000 shares Expires 2024-09-25 F5 · security: On March 11, 2020, the Mantle Ridge Funds simultaneously (a) restructured most of their cash settled forward agreements ("Cash Settled Forward Agreements") into American-style call options on cash-settled forwards ("CSF-Option Agreements") and (b) restructured most of their Common Stock investments into American-style physically settled call options on Common Stock ("Physically Settled Call Options"). On March 12, 2020, the Mantle Ridge Funds sold some of their CSF-Option Agreements and some of their remaining shares of Common Stock. In connection with these transactions, the Mantle Ridge Funds are transferring to the Issuer amounts prescribed by Section 16(b) of the Securities Exchange Act of 1934 and the rules thereunder arising from the reported transactions and previously reported transactions. F6 · security: Under the terms of each CSF-Option Agreement, if the relevant Mantle Ridge Fund exercises an option (and unless such Mantle Ridge Fund elects to settle such option for cash or for a net number of exercised forward agreements), upon paying the strike price, such Mantle Ridge Fund and its counterparty will be deemed to enter into a Cash Settled Forward Agreement referencing an aggregate number of shares of Common Stock equal to the notional shares underlying the exercised option. The forward price will equal the strike price plus the premium paid for the exercised option, subject to adjustment. F5 · derivative.exercise_price: On March 11, 2020, the Mantle Ridge Funds simultaneously (a) restructured most of their cash settled forward agreements ("Cash Settled Forward Agreements") into American-style call options on cash-settled forwards ("CSF-Option Agreements") and (b) restructured most of their Common Stock investments into American-style physically settled call options on Common Stock ("Physically Settled Call Options"). On March 12, 2020, the Mantle Ridge Funds sold some of their CSF-Option Agreements and some of their remaining shares of Common Stock. In connection with these transactions, the Mantle Ridge Funds are transferring to the Issuer amounts prescribed by Section 16(b) of the Securities Exchange Act of 1934 and the rules thereunder arising from the reported transactions and previously reported transactions. F6 · derivative.exercise_price: Under the terms of each CSF-Option Agreement, if the relevant Mantle Ridge Fund exercises an option (and unless such Mantle Ridge Fund elects to settle such option for cash or for a net number of exercised forward agreements), upon paying the strike price, such Mantle Ridge Fund and its counterparty will be deemed to enter into a Cash Settled Forward Agreement referencing an aggregate number of shares of Common Stock equal to the notional shares underlying the exercised option. The forward price will equal the strike price plus the premium paid for the exercised option, subject to adjustment. F7 · derivative.exercise_price: Under the terms of each Cash Settled Forward Agreement, the relevant Mantle Ridge Fund will be required to pay to the counterparty any decrease in, and have the right to receive from the counterparty any increase in, the market price of the referenced notional number of shares of Common Stock compared with the forward price described above. F5 · kind: On March 11, 2020, the Mantle Ridge Funds simultaneously (a) restructured most of their cash settled forward agreements ("Cash Settled Forward Agreements") into American-style call options on cash-settled forwards ("CSF-Option Agreements") and (b) restructured most of their Common Stock investments into American-style physically settled call options on Common Stock ("Physically Settled Call Options"). On March 12, 2020, the Mantle Ridge Funds sold some of their CSF-Option Agreements and some of their remaining shares of Common Stock. In connection with these transactions, the Mantle Ridge Funds are transferring to the Issuer amounts prescribed by Section 16(b) of the Securities Exchange Act of 1934 and the rules thereunder arising from the reported transactions and previously reported transactions. F6 · kind: Under the terms of each CSF-Option Agreement, if the relevant Mantle Ridge Fund exercises an option (and unless such Mantle Ridge Fund elects to settle such option for cash or for a net number of exercised forward agreements), upon paying the strike price, such Mantle Ridge Fund and its counterparty will be deemed to enter into a Cash Settled Forward Agreement referencing an aggregate number of shares of Common Stock equal to the notional shares underlying the exercised option. The forward price will equal the strike price plus the premium paid for the exercised option, subject to adjustment. F7 · price: Under the terms of each Cash Settled Forward Agreement, the relevant Mantle Ridge Fund will be required to pay to the counterparty any decrease in, and have the right to receive from the counterparty any increase in, the market price of the referenced notional number of shares of Common Stock compared with the forward price described above. F1 · ownership.nature: In addition to Mantle Ridge LP, a Delaware limited partnership ("Mantle Ridge"), this Form 4 is being filed jointly by MR BridgeStone Advisor LLC, a Delaware limited liability company ("MR BridgeStone") and Paul C. Hilal, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as Mantle Ridge and may be deemed to have a pecuniary interest in securities reported on this Form 4 (the "Subject Securities"). All Subject Securities reported on this Form 4 are rounded up to the nearest whole share. F2 · ownership.nature: MR BridgeStone, a wholly owned subsidiary of Mantle Ridge, advises the accounts of MR BridgeStone Offshore Fund AB Ltd and MR BridgeStone Offshore Fund CA 01 Ltd, each a Cayman Islands exempted company (all such funds and their subsidiaries together, the "Mantle Ridge Funds"). F3 · ownership.nature: MR BridgeStone, as the investment adviser to the Mantle Ridge Funds, and Mantle Ridge, as the sole member of MR BridgeStone, each 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. By virtue of Paul C. Hilal's position as ultimately controlling MR BridgeStone and Mantle Ridge, Paul C. Hilal 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. F4 · ownership.nature: Paul C. Hilal is a member of the board of directors of the Issuer, and as a result, each of the Reporting Persons are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934. Read SEC document |
| March 11, 2020 Filed Mar 13, 2020 11:41 UTC |
Mantle Ridge LPDirector by deputization
MR BridgeStone Advisor LLCDirector by deputization
Hilal Paul CDirector
|
OtherCash Settled Forward Contracts · Derivative | 404,630 | Not disclosed Strike: $26.01 | Not disclosed |
DisclosureSEC source: 0000899243-20-008165 · doc4.xml · derivative · entry 11 Mantle Ridge LP · CIK 0001695459 · Director by deputization MR BridgeStone Advisor LLC · CIK 0001785605 · Director by deputization Hilal Paul C · CIK 0001413084 · Director Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 0 Underlying: Common Stock · 404,630 shares Expires 2024-09-25 F5 · security: On March 11, 2020, the Mantle Ridge Funds simultaneously (a) restructured most of their cash settled forward agreements ("Cash Settled Forward Agreements") into American-style call options on cash-settled forwards ("CSF-Option Agreements") and (b) restructured most of their Common Stock investments into American-style physically settled call options on Common Stock ("Physically Settled Call Options"). On March 12, 2020, the Mantle Ridge Funds sold some of their CSF-Option Agreements and some of their remaining shares of Common Stock. In connection with these transactions, the Mantle Ridge Funds are transferring to the Issuer amounts prescribed by Section 16(b) of the Securities Exchange Act of 1934 and the rules thereunder arising from the reported transactions and previously reported transactions. F6 · security: Under the terms of each CSF-Option Agreement, if the relevant Mantle Ridge Fund exercises an option (and unless such Mantle Ridge Fund elects to settle such option for cash or for a net number of exercised forward agreements), upon paying the strike price, such Mantle Ridge Fund and its counterparty will be deemed to enter into a Cash Settled Forward Agreement referencing an aggregate number of shares of Common Stock equal to the notional shares underlying the exercised option. The forward price will equal the strike price plus the premium paid for the exercised option, subject to adjustment. F5 · derivative.exercise_price: On March 11, 2020, the Mantle Ridge Funds simultaneously (a) restructured most of their cash settled forward agreements ("Cash Settled Forward Agreements") into American-style call options on cash-settled forwards ("CSF-Option Agreements") and (b) restructured most of their Common Stock investments into American-style physically settled call options on Common Stock ("Physically Settled Call Options"). On March 12, 2020, the Mantle Ridge Funds sold some of their CSF-Option Agreements and some of their remaining shares of Common Stock. In connection with these transactions, the Mantle Ridge Funds are transferring to the Issuer amounts prescribed by Section 16(b) of the Securities Exchange Act of 1934 and the rules thereunder arising from the reported transactions and previously reported transactions. F6 · derivative.exercise_price: Under the terms of each CSF-Option Agreement, if the relevant Mantle Ridge Fund exercises an option (and unless such Mantle Ridge Fund elects to settle such option for cash or for a net number of exercised forward agreements), upon paying the strike price, such Mantle Ridge Fund and its counterparty will be deemed to enter into a Cash Settled Forward Agreement referencing an aggregate number of shares of Common Stock equal to the notional shares underlying the exercised option. The forward price will equal the strike price plus the premium paid for the exercised option, subject to adjustment. F7 · derivative.exercise_price: Under the terms of each Cash Settled Forward Agreement, the relevant Mantle Ridge Fund will be required to pay to the counterparty any decrease in, and have the right to receive from the counterparty any increase in, the market price of the referenced notional number of shares of Common Stock compared with the forward price described above. F5 · kind: On March 11, 2020, the Mantle Ridge Funds simultaneously (a) restructured most of their cash settled forward agreements ("Cash Settled Forward Agreements") into American-style call options on cash-settled forwards ("CSF-Option Agreements") and (b) restructured most of their Common Stock investments into American-style physically settled call options on Common Stock ("Physically Settled Call Options"). On March 12, 2020, the Mantle Ridge Funds sold some of their CSF-Option Agreements and some of their remaining shares of Common Stock. In connection with these transactions, the Mantle Ridge Funds are transferring to the Issuer amounts prescribed by Section 16(b) of the Securities Exchange Act of 1934 and the rules thereunder arising from the reported transactions and previously reported transactions. F6 · kind: Under the terms of each CSF-Option Agreement, if the relevant Mantle Ridge Fund exercises an option (and unless such Mantle Ridge Fund elects to settle such option for cash or for a net number of exercised forward agreements), upon paying the strike price, such Mantle Ridge Fund and its counterparty will be deemed to enter into a Cash Settled Forward Agreement referencing an aggregate number of shares of Common Stock equal to the notional shares underlying the exercised option. The forward price will equal the strike price plus the premium paid for the exercised option, subject to adjustment. F7 · price: Under the terms of each Cash Settled Forward Agreement, the relevant Mantle Ridge Fund will be required to pay to the counterparty any decrease in, and have the right to receive from the counterparty any increase in, the market price of the referenced notional number of shares of Common Stock compared with the forward price described above. F1 · ownership.nature: In addition to Mantle Ridge LP, a Delaware limited partnership ("Mantle Ridge"), this Form 4 is being filed jointly by MR BridgeStone Advisor LLC, a Delaware limited liability company ("MR BridgeStone") and Paul C. Hilal, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as Mantle Ridge and may be deemed to have a pecuniary interest in securities reported on this Form 4 (the "Subject Securities"). All Subject Securities reported on this Form 4 are rounded up to the nearest whole share. F2 · ownership.nature: MR BridgeStone, a wholly owned subsidiary of Mantle Ridge, advises the accounts of MR BridgeStone Offshore Fund AB Ltd and MR BridgeStone Offshore Fund CA 01 Ltd, each a Cayman Islands exempted company (all such funds and their subsidiaries together, the "Mantle Ridge Funds"). F3 · ownership.nature: MR BridgeStone, as the investment adviser to the Mantle Ridge Funds, and Mantle Ridge, as the sole member of MR BridgeStone, each 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. By virtue of Paul C. Hilal's position as ultimately controlling MR BridgeStone and Mantle Ridge, Paul C. Hilal 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. F4 · ownership.nature: Paul C. Hilal is a member of the board of directors of the Issuer, and as a result, each of the Reporting Persons are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934. Read SEC document |
| March 11, 2020 Filed Mar 13, 2020 11:41 UTC |
Mantle Ridge LPDirector by deputization
MR BridgeStone Advisor LLCDirector by deputization
Hilal Paul CDirector
|
OtherCash Settled Forward Contracts · Derivative | 689,936 | Not disclosed Strike: $26.01 | Not disclosed |
DisclosureSEC source: 0000899243-20-008165 · doc4.xml · derivative · entry 10 Mantle Ridge LP · CIK 0001695459 · Director by deputization MR BridgeStone Advisor LLC · CIK 0001785605 · Director by deputization Hilal Paul C · CIK 0001413084 · Director Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 0 Underlying: Common Stock · 689,936 shares Expires 2024-10-02 F5 · security: On March 11, 2020, the Mantle Ridge Funds simultaneously (a) restructured most of their cash settled forward agreements ("Cash Settled Forward Agreements") into American-style call options on cash-settled forwards ("CSF-Option Agreements") and (b) restructured most of their Common Stock investments into American-style physically settled call options on Common Stock ("Physically Settled Call Options"). On March 12, 2020, the Mantle Ridge Funds sold some of their CSF-Option Agreements and some of their remaining shares of Common Stock. In connection with these transactions, the Mantle Ridge Funds are transferring to the Issuer amounts prescribed by Section 16(b) of the Securities Exchange Act of 1934 and the rules thereunder arising from the reported transactions and previously reported transactions. F6 · security: Under the terms of each CSF-Option Agreement, if the relevant Mantle Ridge Fund exercises an option (and unless such Mantle Ridge Fund elects to settle such option for cash or for a net number of exercised forward agreements), upon paying the strike price, such Mantle Ridge Fund and its counterparty will be deemed to enter into a Cash Settled Forward Agreement referencing an aggregate number of shares of Common Stock equal to the notional shares underlying the exercised option. The forward price will equal the strike price plus the premium paid for the exercised option, subject to adjustment. F5 · derivative.exercise_price: On March 11, 2020, the Mantle Ridge Funds simultaneously (a) restructured most of their cash settled forward agreements ("Cash Settled Forward Agreements") into American-style call options on cash-settled forwards ("CSF-Option Agreements") and (b) restructured most of their Common Stock investments into American-style physically settled call options on Common Stock ("Physically Settled Call Options"). On March 12, 2020, the Mantle Ridge Funds sold some of their CSF-Option Agreements and some of their remaining shares of Common Stock. In connection with these transactions, the Mantle Ridge Funds are transferring to the Issuer amounts prescribed by Section 16(b) of the Securities Exchange Act of 1934 and the rules thereunder arising from the reported transactions and previously reported transactions. F6 · derivative.exercise_price: Under the terms of each CSF-Option Agreement, if the relevant Mantle Ridge Fund exercises an option (and unless such Mantle Ridge Fund elects to settle such option for cash or for a net number of exercised forward agreements), upon paying the strike price, such Mantle Ridge Fund and its counterparty will be deemed to enter into a Cash Settled Forward Agreement referencing an aggregate number of shares of Common Stock equal to the notional shares underlying the exercised option. The forward price will equal the strike price plus the premium paid for the exercised option, subject to adjustment. F7 · derivative.exercise_price: Under the terms of each Cash Settled Forward Agreement, the relevant Mantle Ridge Fund will be required to pay to the counterparty any decrease in, and have the right to receive from the counterparty any increase in, the market price of the referenced notional number of shares of Common Stock compared with the forward price described above. F5 · kind: On March 11, 2020, the Mantle Ridge Funds simultaneously (a) restructured most of their cash settled forward agreements ("Cash Settled Forward Agreements") into American-style call options on cash-settled forwards ("CSF-Option Agreements") and (b) restructured most of their Common Stock investments into American-style physically settled call options on Common Stock ("Physically Settled Call Options"). On March 12, 2020, the Mantle Ridge Funds sold some of their CSF-Option Agreements and some of their remaining shares of Common Stock. In connection with these transactions, the Mantle Ridge Funds are transferring to the Issuer amounts prescribed by Section 16(b) of the Securities Exchange Act of 1934 and the rules thereunder arising from the reported transactions and previously reported transactions. F6 · kind: Under the terms of each CSF-Option Agreement, if the relevant Mantle Ridge Fund exercises an option (and unless such Mantle Ridge Fund elects to settle such option for cash or for a net number of exercised forward agreements), upon paying the strike price, such Mantle Ridge Fund and its counterparty will be deemed to enter into a Cash Settled Forward Agreement referencing an aggregate number of shares of Common Stock equal to the notional shares underlying the exercised option. The forward price will equal the strike price plus the premium paid for the exercised option, subject to adjustment. F7 · price: Under the terms of each Cash Settled Forward Agreement, the relevant Mantle Ridge Fund will be required to pay to the counterparty any decrease in, and have the right to receive from the counterparty any increase in, the market price of the referenced notional number of shares of Common Stock compared with the forward price described above. F1 · ownership.nature: In addition to Mantle Ridge LP, a Delaware limited partnership ("Mantle Ridge"), this Form 4 is being filed jointly by MR BridgeStone Advisor LLC, a Delaware limited liability company ("MR BridgeStone") and Paul C. Hilal, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as Mantle Ridge and may be deemed to have a pecuniary interest in securities reported on this Form 4 (the "Subject Securities"). All Subject Securities reported on this Form 4 are rounded up to the nearest whole share. F2 · ownership.nature: MR BridgeStone, a wholly owned subsidiary of Mantle Ridge, advises the accounts of MR BridgeStone Offshore Fund AB Ltd and MR BridgeStone Offshore Fund CA 01 Ltd, each a Cayman Islands exempted company (all such funds and their subsidiaries together, the "Mantle Ridge Funds"). F3 · ownership.nature: MR BridgeStone, as the investment adviser to the Mantle Ridge Funds, and Mantle Ridge, as the sole member of MR BridgeStone, each 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. By virtue of Paul C. Hilal's position as ultimately controlling MR BridgeStone and Mantle Ridge, Paul C. Hilal 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. F4 · ownership.nature: Paul C. Hilal is a member of the board of directors of the Issuer, and as a result, each of the Reporting Persons are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934. Read SEC document |
| March 11, 2020 Filed Mar 13, 2020 11:41 UTC |
Mantle Ridge LPDirector by deputization
MR BridgeStone Advisor LLCDirector by deputization
Hilal Paul CDirector
|
OtherCash Settled Forward Contracts · Derivative | 1,509,580 | Not disclosed Strike: $26.01 | Not disclosed |
DisclosureSEC source: 0000899243-20-008165 · doc4.xml · derivative · entry 9 Mantle Ridge LP · CIK 0001695459 · Director by deputization MR BridgeStone Advisor LLC · CIK 0001785605 · Director by deputization Hilal Paul C · CIK 0001413084 · Director Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 0 Underlying: Common Stock · 1,509,580 shares Expires 2024-10-02 F5 · security: On March 11, 2020, the Mantle Ridge Funds simultaneously (a) restructured most of their cash settled forward agreements ("Cash Settled Forward Agreements") into American-style call options on cash-settled forwards ("CSF-Option Agreements") and (b) restructured most of their Common Stock investments into American-style physically settled call options on Common Stock ("Physically Settled Call Options"). On March 12, 2020, the Mantle Ridge Funds sold some of their CSF-Option Agreements and some of their remaining shares of Common Stock. In connection with these transactions, the Mantle Ridge Funds are transferring to the Issuer amounts prescribed by Section 16(b) of the Securities Exchange Act of 1934 and the rules thereunder arising from the reported transactions and previously reported transactions. F6 · security: Under the terms of each CSF-Option Agreement, if the relevant Mantle Ridge Fund exercises an option (and unless such Mantle Ridge Fund elects to settle such option for cash or for a net number of exercised forward agreements), upon paying the strike price, such Mantle Ridge Fund and its counterparty will be deemed to enter into a Cash Settled Forward Agreement referencing an aggregate number of shares of Common Stock equal to the notional shares underlying the exercised option. The forward price will equal the strike price plus the premium paid for the exercised option, subject to adjustment. F5 · derivative.exercise_price: On March 11, 2020, the Mantle Ridge Funds simultaneously (a) restructured most of their cash settled forward agreements ("Cash Settled Forward Agreements") into American-style call options on cash-settled forwards ("CSF-Option Agreements") and (b) restructured most of their Common Stock investments into American-style physically settled call options on Common Stock ("Physically Settled Call Options"). On March 12, 2020, the Mantle Ridge Funds sold some of their CSF-Option Agreements and some of their remaining shares of Common Stock. In connection with these transactions, the Mantle Ridge Funds are transferring to the Issuer amounts prescribed by Section 16(b) of the Securities Exchange Act of 1934 and the rules thereunder arising from the reported transactions and previously reported transactions. F6 · derivative.exercise_price: Under the terms of each CSF-Option Agreement, if the relevant Mantle Ridge Fund exercises an option (and unless such Mantle Ridge Fund elects to settle such option for cash or for a net number of exercised forward agreements), upon paying the strike price, such Mantle Ridge Fund and its counterparty will be deemed to enter into a Cash Settled Forward Agreement referencing an aggregate number of shares of Common Stock equal to the notional shares underlying the exercised option. The forward price will equal the strike price plus the premium paid for the exercised option, subject to adjustment. F7 · derivative.exercise_price: Under the terms of each Cash Settled Forward Agreement, the relevant Mantle Ridge Fund will be required to pay to the counterparty any decrease in, and have the right to receive from the counterparty any increase in, the market price of the referenced notional number of shares of Common Stock compared with the forward price described above. F5 · kind: On March 11, 2020, the Mantle Ridge Funds simultaneously (a) restructured most of their cash settled forward agreements ("Cash Settled Forward Agreements") into American-style call options on cash-settled forwards ("CSF-Option Agreements") and (b) restructured most of their Common Stock investments into American-style physically settled call options on Common Stock ("Physically Settled Call Options"). On March 12, 2020, the Mantle Ridge Funds sold some of their CSF-Option Agreements and some of their remaining shares of Common Stock. In connection with these transactions, the Mantle Ridge Funds are transferring to the Issuer amounts prescribed by Section 16(b) of the Securities Exchange Act of 1934 and the rules thereunder arising from the reported transactions and previously reported transactions. F6 · kind: Under the terms of each CSF-Option Agreement, if the relevant Mantle Ridge Fund exercises an option (and unless such Mantle Ridge Fund elects to settle such option for cash or for a net number of exercised forward agreements), upon paying the strike price, such Mantle Ridge Fund and its counterparty will be deemed to enter into a Cash Settled Forward Agreement referencing an aggregate number of shares of Common Stock equal to the notional shares underlying the exercised option. The forward price will equal the strike price plus the premium paid for the exercised option, subject to adjustment. F7 · price: Under the terms of each Cash Settled Forward Agreement, the relevant Mantle Ridge Fund will be required to pay to the counterparty any decrease in, and have the right to receive from the counterparty any increase in, the market price of the referenced notional number of shares of Common Stock compared with the forward price described above. F1 · ownership.nature: In addition to Mantle Ridge LP, a Delaware limited partnership ("Mantle Ridge"), this Form 4 is being filed jointly by MR BridgeStone Advisor LLC, a Delaware limited liability company ("MR BridgeStone") and Paul C. Hilal, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as Mantle Ridge and may be deemed to have a pecuniary interest in securities reported on this Form 4 (the "Subject Securities"). All Subject Securities reported on this Form 4 are rounded up to the nearest whole share. F2 · ownership.nature: MR BridgeStone, a wholly owned subsidiary of Mantle Ridge, advises the accounts of MR BridgeStone Offshore Fund AB Ltd and MR BridgeStone Offshore Fund CA 01 Ltd, each a Cayman Islands exempted company (all such funds and their subsidiaries together, the "Mantle Ridge Funds"). F3 · ownership.nature: MR BridgeStone, as the investment adviser to the Mantle Ridge Funds, and Mantle Ridge, as the sole member of MR BridgeStone, each 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. By virtue of Paul C. Hilal's position as ultimately controlling MR BridgeStone and Mantle Ridge, Paul C. Hilal 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. F4 · ownership.nature: Paul C. Hilal is a member of the board of directors of the Issuer, and as a result, each of the Reporting Persons are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934. Read SEC document |
| March 11, 2020 Filed Mar 13, 2020 11:41 UTC |
Mantle Ridge LPDirector by deputization
MR BridgeStone Advisor LLCDirector by deputization
Hilal Paul CDirector
|
OtherCash Settled Forward Contracts · Derivative | 562,502 | Not disclosed Strike: $26.01 | Not disclosed |
DisclosureSEC source: 0000899243-20-008165 · doc4.xml · derivative · entry 8 Mantle Ridge LP · CIK 0001695459 · Director by deputization MR BridgeStone Advisor LLC · CIK 0001785605 · Director by deputization Hilal Paul C · CIK 0001413084 · Director Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 0 Underlying: Common Stock · 562,502 shares Expires 2024-10-07 F5 · security: On March 11, 2020, the Mantle Ridge Funds simultaneously (a) restructured most of their cash settled forward agreements ("Cash Settled Forward Agreements") into American-style call options on cash-settled forwards ("CSF-Option Agreements") and (b) restructured most of their Common Stock investments into American-style physically settled call options on Common Stock ("Physically Settled Call Options"). On March 12, 2020, the Mantle Ridge Funds sold some of their CSF-Option Agreements and some of their remaining shares of Common Stock. In connection with these transactions, the Mantle Ridge Funds are transferring to the Issuer amounts prescribed by Section 16(b) of the Securities Exchange Act of 1934 and the rules thereunder arising from the reported transactions and previously reported transactions. F6 · security: Under the terms of each CSF-Option Agreement, if the relevant Mantle Ridge Fund exercises an option (and unless such Mantle Ridge Fund elects to settle such option for cash or for a net number of exercised forward agreements), upon paying the strike price, such Mantle Ridge Fund and its counterparty will be deemed to enter into a Cash Settled Forward Agreement referencing an aggregate number of shares of Common Stock equal to the notional shares underlying the exercised option. The forward price will equal the strike price plus the premium paid for the exercised option, subject to adjustment. F5 · derivative.exercise_price: On March 11, 2020, the Mantle Ridge Funds simultaneously (a) restructured most of their cash settled forward agreements ("Cash Settled Forward Agreements") into American-style call options on cash-settled forwards ("CSF-Option Agreements") and (b) restructured most of their Common Stock investments into American-style physically settled call options on Common Stock ("Physically Settled Call Options"). On March 12, 2020, the Mantle Ridge Funds sold some of their CSF-Option Agreements and some of their remaining shares of Common Stock. In connection with these transactions, the Mantle Ridge Funds are transferring to the Issuer amounts prescribed by Section 16(b) of the Securities Exchange Act of 1934 and the rules thereunder arising from the reported transactions and previously reported transactions. F6 · derivative.exercise_price: Under the terms of each CSF-Option Agreement, if the relevant Mantle Ridge Fund exercises an option (and unless such Mantle Ridge Fund elects to settle such option for cash or for a net number of exercised forward agreements), upon paying the strike price, such Mantle Ridge Fund and its counterparty will be deemed to enter into a Cash Settled Forward Agreement referencing an aggregate number of shares of Common Stock equal to the notional shares underlying the exercised option. The forward price will equal the strike price plus the premium paid for the exercised option, subject to adjustment. F7 · derivative.exercise_price: Under the terms of each Cash Settled Forward Agreement, the relevant Mantle Ridge Fund will be required to pay to the counterparty any decrease in, and have the right to receive from the counterparty any increase in, the market price of the referenced notional number of shares of Common Stock compared with the forward price described above. F5 · kind: On March 11, 2020, the Mantle Ridge Funds simultaneously (a) restructured most of their cash settled forward agreements ("Cash Settled Forward Agreements") into American-style call options on cash-settled forwards ("CSF-Option Agreements") and (b) restructured most of their Common Stock investments into American-style physically settled call options on Common Stock ("Physically Settled Call Options"). On March 12, 2020, the Mantle Ridge Funds sold some of their CSF-Option Agreements and some of their remaining shares of Common Stock. In connection with these transactions, the Mantle Ridge Funds are transferring to the Issuer amounts prescribed by Section 16(b) of the Securities Exchange Act of 1934 and the rules thereunder arising from the reported transactions and previously reported transactions. F6 · kind: Under the terms of each CSF-Option Agreement, if the relevant Mantle Ridge Fund exercises an option (and unless such Mantle Ridge Fund elects to settle such option for cash or for a net number of exercised forward agreements), upon paying the strike price, such Mantle Ridge Fund and its counterparty will be deemed to enter into a Cash Settled Forward Agreement referencing an aggregate number of shares of Common Stock equal to the notional shares underlying the exercised option. The forward price will equal the strike price plus the premium paid for the exercised option, subject to adjustment. F7 · price: Under the terms of each Cash Settled Forward Agreement, the relevant Mantle Ridge Fund will be required to pay to the counterparty any decrease in, and have the right to receive from the counterparty any increase in, the market price of the referenced notional number of shares of Common Stock compared with the forward price described above. F1 · ownership.nature: In addition to Mantle Ridge LP, a Delaware limited partnership ("Mantle Ridge"), this Form 4 is being filed jointly by MR BridgeStone Advisor LLC, a Delaware limited liability company ("MR BridgeStone") and Paul C. Hilal, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as Mantle Ridge and may be deemed to have a pecuniary interest in securities reported on this Form 4 (the "Subject Securities"). All Subject Securities reported on this Form 4 are rounded up to the nearest whole share. F2 · ownership.nature: MR BridgeStone, a wholly owned subsidiary of Mantle Ridge, advises the accounts of MR BridgeStone Offshore Fund AB Ltd and MR BridgeStone Offshore Fund CA 01 Ltd, each a Cayman Islands exempted company (all such funds and their subsidiaries together, the "Mantle Ridge Funds"). F3 · ownership.nature: MR BridgeStone, as the investment adviser to the Mantle Ridge Funds, and Mantle Ridge, as the sole member of MR BridgeStone, each 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. By virtue of Paul C. Hilal's position as ultimately controlling MR BridgeStone and Mantle Ridge, Paul C. Hilal 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. F4 · ownership.nature: Paul C. Hilal is a member of the board of directors of the Issuer, and as a result, each of the Reporting Persons are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934. Read SEC document |
| March 11, 2020 Filed Mar 13, 2020 11:41 UTC |
Mantle Ridge LPDirector by deputization
MR BridgeStone Advisor LLCDirector by deputization
Hilal Paul CDirector
|
OtherCash Settled Forward Contracts · Derivative | 308,655 | Not disclosed Strike: $26.01 | Not disclosed |
DisclosureSEC source: 0000899243-20-008165 · doc4.xml · derivative · entry 7 Mantle Ridge LP · CIK 0001695459 · Director by deputization MR BridgeStone Advisor LLC · CIK 0001785605 · Director by deputization Hilal Paul C · CIK 0001413084 · Director Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 18,345 Underlying: Common Stock · 308,655 shares Expires 2024-06-27 F5 · security: On March 11, 2020, the Mantle Ridge Funds simultaneously (a) restructured most of their cash settled forward agreements ("Cash Settled Forward Agreements") into American-style call options on cash-settled forwards ("CSF-Option Agreements") and (b) restructured most of their Common Stock investments into American-style physically settled call options on Common Stock ("Physically Settled Call Options"). On March 12, 2020, the Mantle Ridge Funds sold some of their CSF-Option Agreements and some of their remaining shares of Common Stock. In connection with these transactions, the Mantle Ridge Funds are transferring to the Issuer amounts prescribed by Section 16(b) of the Securities Exchange Act of 1934 and the rules thereunder arising from the reported transactions and previously reported transactions. F6 · security: Under the terms of each CSF-Option Agreement, if the relevant Mantle Ridge Fund exercises an option (and unless such Mantle Ridge Fund elects to settle such option for cash or for a net number of exercised forward agreements), upon paying the strike price, such Mantle Ridge Fund and its counterparty will be deemed to enter into a Cash Settled Forward Agreement referencing an aggregate number of shares of Common Stock equal to the notional shares underlying the exercised option. The forward price will equal the strike price plus the premium paid for the exercised option, subject to adjustment. F5 · derivative.exercise_price: On March 11, 2020, the Mantle Ridge Funds simultaneously (a) restructured most of their cash settled forward agreements ("Cash Settled Forward Agreements") into American-style call options on cash-settled forwards ("CSF-Option Agreements") and (b) restructured most of their Common Stock investments into American-style physically settled call options on Common Stock ("Physically Settled Call Options"). On March 12, 2020, the Mantle Ridge Funds sold some of their CSF-Option Agreements and some of their remaining shares of Common Stock. In connection with these transactions, the Mantle Ridge Funds are transferring to the Issuer amounts prescribed by Section 16(b) of the Securities Exchange Act of 1934 and the rules thereunder arising from the reported transactions and previously reported transactions. F6 · derivative.exercise_price: Under the terms of each CSF-Option Agreement, if the relevant Mantle Ridge Fund exercises an option (and unless such Mantle Ridge Fund elects to settle such option for cash or for a net number of exercised forward agreements), upon paying the strike price, such Mantle Ridge Fund and its counterparty will be deemed to enter into a Cash Settled Forward Agreement referencing an aggregate number of shares of Common Stock equal to the notional shares underlying the exercised option. The forward price will equal the strike price plus the premium paid for the exercised option, subject to adjustment. F7 · derivative.exercise_price: Under the terms of each Cash Settled Forward Agreement, the relevant Mantle Ridge Fund will be required to pay to the counterparty any decrease in, and have the right to receive from the counterparty any increase in, the market price of the referenced notional number of shares of Common Stock compared with the forward price described above. F5 · kind: On March 11, 2020, the Mantle Ridge Funds simultaneously (a) restructured most of their cash settled forward agreements ("Cash Settled Forward Agreements") into American-style call options on cash-settled forwards ("CSF-Option Agreements") and (b) restructured most of their Common Stock investments into American-style physically settled call options on Common Stock ("Physically Settled Call Options"). On March 12, 2020, the Mantle Ridge Funds sold some of their CSF-Option Agreements and some of their remaining shares of Common Stock. In connection with these transactions, the Mantle Ridge Funds are transferring to the Issuer amounts prescribed by Section 16(b) of the Securities Exchange Act of 1934 and the rules thereunder arising from the reported transactions and previously reported transactions. F6 · kind: Under the terms of each CSF-Option Agreement, if the relevant Mantle Ridge Fund exercises an option (and unless such Mantle Ridge Fund elects to settle such option for cash or for a net number of exercised forward agreements), upon paying the strike price, such Mantle Ridge Fund and its counterparty will be deemed to enter into a Cash Settled Forward Agreement referencing an aggregate number of shares of Common Stock equal to the notional shares underlying the exercised option. The forward price will equal the strike price plus the premium paid for the exercised option, subject to adjustment. F7 · price: Under the terms of each Cash Settled Forward Agreement, the relevant Mantle Ridge Fund will be required to pay to the counterparty any decrease in, and have the right to receive from the counterparty any increase in, the market price of the referenced notional number of shares of Common Stock compared with the forward price described above. F1 · ownership.nature: In addition to Mantle Ridge LP, a Delaware limited partnership ("Mantle Ridge"), this Form 4 is being filed jointly by MR BridgeStone Advisor LLC, a Delaware limited liability company ("MR BridgeStone") and Paul C. Hilal, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as Mantle Ridge and may be deemed to have a pecuniary interest in securities reported on this Form 4 (the "Subject Securities"). All Subject Securities reported on this Form 4 are rounded up to the nearest whole share. F2 · ownership.nature: MR BridgeStone, a wholly owned subsidiary of Mantle Ridge, advises the accounts of MR BridgeStone Offshore Fund AB Ltd and MR BridgeStone Offshore Fund CA 01 Ltd, each a Cayman Islands exempted company (all such funds and their subsidiaries together, the "Mantle Ridge Funds"). F3 · ownership.nature: MR BridgeStone, as the investment adviser to the Mantle Ridge Funds, and Mantle Ridge, as the sole member of MR BridgeStone, each 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. By virtue of Paul C. Hilal's position as ultimately controlling MR BridgeStone and Mantle Ridge, Paul C. Hilal 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. F4 · ownership.nature: Paul C. Hilal is a member of the board of directors of the Issuer, and as a result, each of the Reporting Persons are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934. Read SEC document |
| March 11, 2020 Filed Mar 13, 2020 11:41 UTC |
Mantle Ridge LPDirector by deputization
MR BridgeStone Advisor LLCDirector by deputization
Hilal Paul CDirector
|
OtherCash Settled Forward Contracts · Derivative | 42,302 | Not disclosed Strike: $26.01 | Not disclosed |
DisclosureSEC source: 0000899243-20-008165 · doc4.xml · derivative · entry 6 Mantle Ridge LP · CIK 0001695459 · Director by deputization MR BridgeStone Advisor LLC · CIK 0001785605 · Director by deputization Hilal Paul C · CIK 0001413084 · Director Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 13,698 Underlying: Common Stock · 42,302 shares Expires 2024-10-09 F5 · security: On March 11, 2020, the Mantle Ridge Funds simultaneously (a) restructured most of their cash settled forward agreements ("Cash Settled Forward Agreements") into American-style call options on cash-settled forwards ("CSF-Option Agreements") and (b) restructured most of their Common Stock investments into American-style physically settled call options on Common Stock ("Physically Settled Call Options"). On March 12, 2020, the Mantle Ridge Funds sold some of their CSF-Option Agreements and some of their remaining shares of Common Stock. In connection with these transactions, the Mantle Ridge Funds are transferring to the Issuer amounts prescribed by Section 16(b) of the Securities Exchange Act of 1934 and the rules thereunder arising from the reported transactions and previously reported transactions. F6 · security: Under the terms of each CSF-Option Agreement, if the relevant Mantle Ridge Fund exercises an option (and unless such Mantle Ridge Fund elects to settle such option for cash or for a net number of exercised forward agreements), upon paying the strike price, such Mantle Ridge Fund and its counterparty will be deemed to enter into a Cash Settled Forward Agreement referencing an aggregate number of shares of Common Stock equal to the notional shares underlying the exercised option. The forward price will equal the strike price plus the premium paid for the exercised option, subject to adjustment. F5 · derivative.exercise_price: On March 11, 2020, the Mantle Ridge Funds simultaneously (a) restructured most of their cash settled forward agreements ("Cash Settled Forward Agreements") into American-style call options on cash-settled forwards ("CSF-Option Agreements") and (b) restructured most of their Common Stock investments into American-style physically settled call options on Common Stock ("Physically Settled Call Options"). On March 12, 2020, the Mantle Ridge Funds sold some of their CSF-Option Agreements and some of their remaining shares of Common Stock. In connection with these transactions, the Mantle Ridge Funds are transferring to the Issuer amounts prescribed by Section 16(b) of the Securities Exchange Act of 1934 and the rules thereunder arising from the reported transactions and previously reported transactions. F6 · derivative.exercise_price: Under the terms of each CSF-Option Agreement, if the relevant Mantle Ridge Fund exercises an option (and unless such Mantle Ridge Fund elects to settle such option for cash or for a net number of exercised forward agreements), upon paying the strike price, such Mantle Ridge Fund and its counterparty will be deemed to enter into a Cash Settled Forward Agreement referencing an aggregate number of shares of Common Stock equal to the notional shares underlying the exercised option. The forward price will equal the strike price plus the premium paid for the exercised option, subject to adjustment. F7 · derivative.exercise_price: Under the terms of each Cash Settled Forward Agreement, the relevant Mantle Ridge Fund will be required to pay to the counterparty any decrease in, and have the right to receive from the counterparty any increase in, the market price of the referenced notional number of shares of Common Stock compared with the forward price described above. F5 · kind: On March 11, 2020, the Mantle Ridge Funds simultaneously (a) restructured most of their cash settled forward agreements ("Cash Settled Forward Agreements") into American-style call options on cash-settled forwards ("CSF-Option Agreements") and (b) restructured most of their Common Stock investments into American-style physically settled call options on Common Stock ("Physically Settled Call Options"). On March 12, 2020, the Mantle Ridge Funds sold some of their CSF-Option Agreements and some of their remaining shares of Common Stock. In connection with these transactions, the Mantle Ridge Funds are transferring to the Issuer amounts prescribed by Section 16(b) of the Securities Exchange Act of 1934 and the rules thereunder arising from the reported transactions and previously reported transactions. F6 · kind: Under the terms of each CSF-Option Agreement, if the relevant Mantle Ridge Fund exercises an option (and unless such Mantle Ridge Fund elects to settle such option for cash or for a net number of exercised forward agreements), upon paying the strike price, such Mantle Ridge Fund and its counterparty will be deemed to enter into a Cash Settled Forward Agreement referencing an aggregate number of shares of Common Stock equal to the notional shares underlying the exercised option. The forward price will equal the strike price plus the premium paid for the exercised option, subject to adjustment. F7 · price: Under the terms of each Cash Settled Forward Agreement, the relevant Mantle Ridge Fund will be required to pay to the counterparty any decrease in, and have the right to receive from the counterparty any increase in, the market price of the referenced notional number of shares of Common Stock compared with the forward price described above. F1 · ownership.nature: In addition to Mantle Ridge LP, a Delaware limited partnership ("Mantle Ridge"), this Form 4 is being filed jointly by MR BridgeStone Advisor LLC, a Delaware limited liability company ("MR BridgeStone") and Paul C. Hilal, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as Mantle Ridge and may be deemed to have a pecuniary interest in securities reported on this Form 4 (the "Subject Securities"). All Subject Securities reported on this Form 4 are rounded up to the nearest whole share. F2 · ownership.nature: MR BridgeStone, a wholly owned subsidiary of Mantle Ridge, advises the accounts of MR BridgeStone Offshore Fund AB Ltd and MR BridgeStone Offshore Fund CA 01 Ltd, each a Cayman Islands exempted company (all such funds and their subsidiaries together, the "Mantle Ridge Funds"). F3 · ownership.nature: MR BridgeStone, as the investment adviser to the Mantle Ridge Funds, and Mantle Ridge, as the sole member of MR BridgeStone, each 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. By virtue of Paul C. Hilal's position as ultimately controlling MR BridgeStone and Mantle Ridge, Paul C. Hilal 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. F4 · ownership.nature: Paul C. Hilal is a member of the board of directors of the Issuer, and as a result, each of the Reporting Persons are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934. Read SEC document |
| March 11, 2020 Filed Mar 13, 2020 11:41 UTC |
Mantle Ridge LPDirector by deputization
MR BridgeStone Advisor LLCDirector by deputization
Hilal Paul CDirector
|
OtherCash Settled Forward Contracts · Derivative | 910,439 | Not disclosed Strike: $26.01 | Not disclosed |
DisclosureSEC source: 0000899243-20-008165 · doc4.xml · derivative · entry 5 Mantle Ridge LP · CIK 0001695459 · Director by deputization MR BridgeStone Advisor LLC · CIK 0001785605 · Director by deputization Hilal Paul C · CIK 0001413084 · Director Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 0 Underlying: Common Stock · 910,439 shares Expires 2024-10-02 F5 · security: On March 11, 2020, the Mantle Ridge Funds simultaneously (a) restructured most of their cash settled forward agreements ("Cash Settled Forward Agreements") into American-style call options on cash-settled forwards ("CSF-Option Agreements") and (b) restructured most of their Common Stock investments into American-style physically settled call options on Common Stock ("Physically Settled Call Options"). On March 12, 2020, the Mantle Ridge Funds sold some of their CSF-Option Agreements and some of their remaining shares of Common Stock. In connection with these transactions, the Mantle Ridge Funds are transferring to the Issuer amounts prescribed by Section 16(b) of the Securities Exchange Act of 1934 and the rules thereunder arising from the reported transactions and previously reported transactions. F6 · security: Under the terms of each CSF-Option Agreement, if the relevant Mantle Ridge Fund exercises an option (and unless such Mantle Ridge Fund elects to settle such option for cash or for a net number of exercised forward agreements), upon paying the strike price, such Mantle Ridge Fund and its counterparty will be deemed to enter into a Cash Settled Forward Agreement referencing an aggregate number of shares of Common Stock equal to the notional shares underlying the exercised option. The forward price will equal the strike price plus the premium paid for the exercised option, subject to adjustment. F5 · derivative.exercise_price: On March 11, 2020, the Mantle Ridge Funds simultaneously (a) restructured most of their cash settled forward agreements ("Cash Settled Forward Agreements") into American-style call options on cash-settled forwards ("CSF-Option Agreements") and (b) restructured most of their Common Stock investments into American-style physically settled call options on Common Stock ("Physically Settled Call Options"). On March 12, 2020, the Mantle Ridge Funds sold some of their CSF-Option Agreements and some of their remaining shares of Common Stock. In connection with these transactions, the Mantle Ridge Funds are transferring to the Issuer amounts prescribed by Section 16(b) of the Securities Exchange Act of 1934 and the rules thereunder arising from the reported transactions and previously reported transactions. F6 · derivative.exercise_price: Under the terms of each CSF-Option Agreement, if the relevant Mantle Ridge Fund exercises an option (and unless such Mantle Ridge Fund elects to settle such option for cash or for a net number of exercised forward agreements), upon paying the strike price, such Mantle Ridge Fund and its counterparty will be deemed to enter into a Cash Settled Forward Agreement referencing an aggregate number of shares of Common Stock equal to the notional shares underlying the exercised option. The forward price will equal the strike price plus the premium paid for the exercised option, subject to adjustment. F7 · derivative.exercise_price: Under the terms of each Cash Settled Forward Agreement, the relevant Mantle Ridge Fund will be required to pay to the counterparty any decrease in, and have the right to receive from the counterparty any increase in, the market price of the referenced notional number of shares of Common Stock compared with the forward price described above. F5 · kind: On March 11, 2020, the Mantle Ridge Funds simultaneously (a) restructured most of their cash settled forward agreements ("Cash Settled Forward Agreements") into American-style call options on cash-settled forwards ("CSF-Option Agreements") and (b) restructured most of their Common Stock investments into American-style physically settled call options on Common Stock ("Physically Settled Call Options"). On March 12, 2020, the Mantle Ridge Funds sold some of their CSF-Option Agreements and some of their remaining shares of Common Stock. In connection with these transactions, the Mantle Ridge Funds are transferring to the Issuer amounts prescribed by Section 16(b) of the Securities Exchange Act of 1934 and the rules thereunder arising from the reported transactions and previously reported transactions. F6 · kind: Under the terms of each CSF-Option Agreement, if the relevant Mantle Ridge Fund exercises an option (and unless such Mantle Ridge Fund elects to settle such option for cash or for a net number of exercised forward agreements), upon paying the strike price, such Mantle Ridge Fund and its counterparty will be deemed to enter into a Cash Settled Forward Agreement referencing an aggregate number of shares of Common Stock equal to the notional shares underlying the exercised option. The forward price will equal the strike price plus the premium paid for the exercised option, subject to adjustment. F7 · price: Under the terms of each Cash Settled Forward Agreement, the relevant Mantle Ridge Fund will be required to pay to the counterparty any decrease in, and have the right to receive from the counterparty any increase in, the market price of the referenced notional number of shares of Common Stock compared with the forward price described above. F1 · ownership.nature: In addition to Mantle Ridge LP, a Delaware limited partnership ("Mantle Ridge"), this Form 4 is being filed jointly by MR BridgeStone Advisor LLC, a Delaware limited liability company ("MR BridgeStone") and Paul C. Hilal, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as Mantle Ridge and may be deemed to have a pecuniary interest in securities reported on this Form 4 (the "Subject Securities"). All Subject Securities reported on this Form 4 are rounded up to the nearest whole share. F2 · ownership.nature: MR BridgeStone, a wholly owned subsidiary of Mantle Ridge, advises the accounts of MR BridgeStone Offshore Fund AB Ltd and MR BridgeStone Offshore Fund CA 01 Ltd, each a Cayman Islands exempted company (all such funds and their subsidiaries together, the "Mantle Ridge Funds"). F3 · ownership.nature: MR BridgeStone, as the investment adviser to the Mantle Ridge Funds, and Mantle Ridge, as the sole member of MR BridgeStone, each 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. By virtue of Paul C. Hilal's position as ultimately controlling MR BridgeStone and Mantle Ridge, Paul C. Hilal 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. F4 · ownership.nature: Paul C. Hilal is a member of the board of directors of the Issuer, and as a result, each of the Reporting Persons are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934. Read SEC document |
| March 11, 2020 Filed Mar 13, 2020 11:41 UTC |
Mantle Ridge LPDirector by deputization
MR BridgeStone Advisor LLCDirector by deputization
Hilal Paul CDirector
|
OtherCash Settled Forward Contracts · Derivative | 329,050 | Not disclosed Strike: $26.01 | Not disclosed |
DisclosureSEC source: 0000899243-20-008165 · doc4.xml · derivative · entry 4 Mantle Ridge LP · CIK 0001695459 · Director by deputization MR BridgeStone Advisor LLC · CIK 0001785605 · Director by deputization Hilal Paul C · CIK 0001413084 · Director Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 0 Underlying: Common Stock · 329,050 shares Expires 2024-10-08 F5 · security: On March 11, 2020, the Mantle Ridge Funds simultaneously (a) restructured most of their cash settled forward agreements ("Cash Settled Forward Agreements") into American-style call options on cash-settled forwards ("CSF-Option Agreements") and (b) restructured most of their Common Stock investments into American-style physically settled call options on Common Stock ("Physically Settled Call Options"). On March 12, 2020, the Mantle Ridge Funds sold some of their CSF-Option Agreements and some of their remaining shares of Common Stock. In connection with these transactions, the Mantle Ridge Funds are transferring to the Issuer amounts prescribed by Section 16(b) of the Securities Exchange Act of 1934 and the rules thereunder arising from the reported transactions and previously reported transactions. F6 · security: Under the terms of each CSF-Option Agreement, if the relevant Mantle Ridge Fund exercises an option (and unless such Mantle Ridge Fund elects to settle such option for cash or for a net number of exercised forward agreements), upon paying the strike price, such Mantle Ridge Fund and its counterparty will be deemed to enter into a Cash Settled Forward Agreement referencing an aggregate number of shares of Common Stock equal to the notional shares underlying the exercised option. The forward price will equal the strike price plus the premium paid for the exercised option, subject to adjustment. F5 · derivative.exercise_price: On March 11, 2020, the Mantle Ridge Funds simultaneously (a) restructured most of their cash settled forward agreements ("Cash Settled Forward Agreements") into American-style call options on cash-settled forwards ("CSF-Option Agreements") and (b) restructured most of their Common Stock investments into American-style physically settled call options on Common Stock ("Physically Settled Call Options"). On March 12, 2020, the Mantle Ridge Funds sold some of their CSF-Option Agreements and some of their remaining shares of Common Stock. In connection with these transactions, the Mantle Ridge Funds are transferring to the Issuer amounts prescribed by Section 16(b) of the Securities Exchange Act of 1934 and the rules thereunder arising from the reported transactions and previously reported transactions. F6 · derivative.exercise_price: Under the terms of each CSF-Option Agreement, if the relevant Mantle Ridge Fund exercises an option (and unless such Mantle Ridge Fund elects to settle such option for cash or for a net number of exercised forward agreements), upon paying the strike price, such Mantle Ridge Fund and its counterparty will be deemed to enter into a Cash Settled Forward Agreement referencing an aggregate number of shares of Common Stock equal to the notional shares underlying the exercised option. The forward price will equal the strike price plus the premium paid for the exercised option, subject to adjustment. F7 · derivative.exercise_price: Under the terms of each Cash Settled Forward Agreement, the relevant Mantle Ridge Fund will be required to pay to the counterparty any decrease in, and have the right to receive from the counterparty any increase in, the market price of the referenced notional number of shares of Common Stock compared with the forward price described above. F5 · kind: On March 11, 2020, the Mantle Ridge Funds simultaneously (a) restructured most of their cash settled forward agreements ("Cash Settled Forward Agreements") into American-style call options on cash-settled forwards ("CSF-Option Agreements") and (b) restructured most of their Common Stock investments into American-style physically settled call options on Common Stock ("Physically Settled Call Options"). On March 12, 2020, the Mantle Ridge Funds sold some of their CSF-Option Agreements and some of their remaining shares of Common Stock. In connection with these transactions, the Mantle Ridge Funds are transferring to the Issuer amounts prescribed by Section 16(b) of the Securities Exchange Act of 1934 and the rules thereunder arising from the reported transactions and previously reported transactions. F6 · kind: Under the terms of each CSF-Option Agreement, if the relevant Mantle Ridge Fund exercises an option (and unless such Mantle Ridge Fund elects to settle such option for cash or for a net number of exercised forward agreements), upon paying the strike price, such Mantle Ridge Fund and its counterparty will be deemed to enter into a Cash Settled Forward Agreement referencing an aggregate number of shares of Common Stock equal to the notional shares underlying the exercised option. The forward price will equal the strike price plus the premium paid for the exercised option, subject to adjustment. F7 · price: Under the terms of each Cash Settled Forward Agreement, the relevant Mantle Ridge Fund will be required to pay to the counterparty any decrease in, and have the right to receive from the counterparty any increase in, the market price of the referenced notional number of shares of Common Stock compared with the forward price described above. F1 · ownership.nature: In addition to Mantle Ridge LP, a Delaware limited partnership ("Mantle Ridge"), this Form 4 is being filed jointly by MR BridgeStone Advisor LLC, a Delaware limited liability company ("MR BridgeStone") and Paul C. Hilal, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as Mantle Ridge and may be deemed to have a pecuniary interest in securities reported on this Form 4 (the "Subject Securities"). All Subject Securities reported on this Form 4 are rounded up to the nearest whole share. F2 · ownership.nature: MR BridgeStone, a wholly owned subsidiary of Mantle Ridge, advises the accounts of MR BridgeStone Offshore Fund AB Ltd and MR BridgeStone Offshore Fund CA 01 Ltd, each a Cayman Islands exempted company (all such funds and their subsidiaries together, the "Mantle Ridge Funds"). F3 · ownership.nature: MR BridgeStone, as the investment adviser to the Mantle Ridge Funds, and Mantle Ridge, as the sole member of MR BridgeStone, each 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. By virtue of Paul C. Hilal's position as ultimately controlling MR BridgeStone and Mantle Ridge, Paul C. Hilal 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. F4 · ownership.nature: Paul C. Hilal is a member of the board of directors of the Issuer, and as a result, each of the Reporting Persons are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934. Read SEC document |
| March 11, 2020 Filed Mar 13, 2020 11:41 UTC |
Mantle Ridge LPDirector by deputization
MR BridgeStone Advisor LLCDirector by deputization
Hilal Paul CDirector
|
OtherCash Settled Forward Contracts · Derivative | 124,414 | Not disclosed Strike: $26.01 | Not disclosed |
DisclosureSEC source: 0000899243-20-008165 · doc4.xml · derivative · entry 3 Mantle Ridge LP · CIK 0001695459 · Director by deputization MR BridgeStone Advisor LLC · CIK 0001785605 · Director by deputization Hilal Paul C · CIK 0001413084 · Director Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 40,286 Underlying: Common Stock · 124,414 shares Expires 2024-10-09 F5 · security: On March 11, 2020, the Mantle Ridge Funds simultaneously (a) restructured most of their cash settled forward agreements ("Cash Settled Forward Agreements") into American-style call options on cash-settled forwards ("CSF-Option Agreements") and (b) restructured most of their Common Stock investments into American-style physically settled call options on Common Stock ("Physically Settled Call Options"). On March 12, 2020, the Mantle Ridge Funds sold some of their CSF-Option Agreements and some of their remaining shares of Common Stock. In connection with these transactions, the Mantle Ridge Funds are transferring to the Issuer amounts prescribed by Section 16(b) of the Securities Exchange Act of 1934 and the rules thereunder arising from the reported transactions and previously reported transactions. F6 · security: Under the terms of each CSF-Option Agreement, if the relevant Mantle Ridge Fund exercises an option (and unless such Mantle Ridge Fund elects to settle such option for cash or for a net number of exercised forward agreements), upon paying the strike price, such Mantle Ridge Fund and its counterparty will be deemed to enter into a Cash Settled Forward Agreement referencing an aggregate number of shares of Common Stock equal to the notional shares underlying the exercised option. The forward price will equal the strike price plus the premium paid for the exercised option, subject to adjustment. F5 · derivative.exercise_price: On March 11, 2020, the Mantle Ridge Funds simultaneously (a) restructured most of their cash settled forward agreements ("Cash Settled Forward Agreements") into American-style call options on cash-settled forwards ("CSF-Option Agreements") and (b) restructured most of their Common Stock investments into American-style physically settled call options on Common Stock ("Physically Settled Call Options"). On March 12, 2020, the Mantle Ridge Funds sold some of their CSF-Option Agreements and some of their remaining shares of Common Stock. In connection with these transactions, the Mantle Ridge Funds are transferring to the Issuer amounts prescribed by Section 16(b) of the Securities Exchange Act of 1934 and the rules thereunder arising from the reported transactions and previously reported transactions. F6 · derivative.exercise_price: Under the terms of each CSF-Option Agreement, if the relevant Mantle Ridge Fund exercises an option (and unless such Mantle Ridge Fund elects to settle such option for cash or for a net number of exercised forward agreements), upon paying the strike price, such Mantle Ridge Fund and its counterparty will be deemed to enter into a Cash Settled Forward Agreement referencing an aggregate number of shares of Common Stock equal to the notional shares underlying the exercised option. The forward price will equal the strike price plus the premium paid for the exercised option, subject to adjustment. F7 · derivative.exercise_price: Under the terms of each Cash Settled Forward Agreement, the relevant Mantle Ridge Fund will be required to pay to the counterparty any decrease in, and have the right to receive from the counterparty any increase in, the market price of the referenced notional number of shares of Common Stock compared with the forward price described above. F5 · kind: On March 11, 2020, the Mantle Ridge Funds simultaneously (a) restructured most of their cash settled forward agreements ("Cash Settled Forward Agreements") into American-style call options on cash-settled forwards ("CSF-Option Agreements") and (b) restructured most of their Common Stock investments into American-style physically settled call options on Common Stock ("Physically Settled Call Options"). On March 12, 2020, the Mantle Ridge Funds sold some of their CSF-Option Agreements and some of their remaining shares of Common Stock. In connection with these transactions, the Mantle Ridge Funds are transferring to the Issuer amounts prescribed by Section 16(b) of the Securities Exchange Act of 1934 and the rules thereunder arising from the reported transactions and previously reported transactions. F6 · kind: Under the terms of each CSF-Option Agreement, if the relevant Mantle Ridge Fund exercises an option (and unless such Mantle Ridge Fund elects to settle such option for cash or for a net number of exercised forward agreements), upon paying the strike price, such Mantle Ridge Fund and its counterparty will be deemed to enter into a Cash Settled Forward Agreement referencing an aggregate number of shares of Common Stock equal to the notional shares underlying the exercised option. The forward price will equal the strike price plus the premium paid for the exercised option, subject to adjustment. F7 · price: Under the terms of each Cash Settled Forward Agreement, the relevant Mantle Ridge Fund will be required to pay to the counterparty any decrease in, and have the right to receive from the counterparty any increase in, the market price of the referenced notional number of shares of Common Stock compared with the forward price described above. F1 · ownership.nature: In addition to Mantle Ridge LP, a Delaware limited partnership ("Mantle Ridge"), this Form 4 is being filed jointly by MR BridgeStone Advisor LLC, a Delaware limited liability company ("MR BridgeStone") and Paul C. Hilal, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as Mantle Ridge and may be deemed to have a pecuniary interest in securities reported on this Form 4 (the "Subject Securities"). All Subject Securities reported on this Form 4 are rounded up to the nearest whole share. F2 · ownership.nature: MR BridgeStone, a wholly owned subsidiary of Mantle Ridge, advises the accounts of MR BridgeStone Offshore Fund AB Ltd and MR BridgeStone Offshore Fund CA 01 Ltd, each a Cayman Islands exempted company (all such funds and their subsidiaries together, the "Mantle Ridge Funds"). F3 · ownership.nature: MR BridgeStone, as the investment adviser to the Mantle Ridge Funds, and Mantle Ridge, as the sole member of MR BridgeStone, each 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. By virtue of Paul C. Hilal's position as ultimately controlling MR BridgeStone and Mantle Ridge, Paul C. Hilal 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. F4 · ownership.nature: Paul C. Hilal is a member of the board of directors of the Issuer, and as a result, each of the Reporting Persons are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934. Read SEC document |
| March 11, 2020 Filed Mar 13, 2020 11:41 UTC |
Mantle Ridge LPDirector by deputization
MR BridgeStone Advisor LLCDirector by deputization
Hilal Paul CDirector
|
OtherCash Settled Forward Contracts · Derivative | 272,787 | Not disclosed Strike: $26.01 | Not disclosed |
DisclosureSEC source: 0000899243-20-008165 · doc4.xml · derivative · entry 2 Mantle Ridge LP · CIK 0001695459 · Director by deputization MR BridgeStone Advisor LLC · CIK 0001785605 · Director by deputization Hilal Paul C · CIK 0001413084 · Director Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 16,213 Underlying: Common Stock · 272,787 shares Expires 2024-07-01 F5 · security: On March 11, 2020, the Mantle Ridge Funds simultaneously (a) restructured most of their cash settled forward agreements ("Cash Settled Forward Agreements") into American-style call options on cash-settled forwards ("CSF-Option Agreements") and (b) restructured most of their Common Stock investments into American-style physically settled call options on Common Stock ("Physically Settled Call Options"). On March 12, 2020, the Mantle Ridge Funds sold some of their CSF-Option Agreements and some of their remaining shares of Common Stock. In connection with these transactions, the Mantle Ridge Funds are transferring to the Issuer amounts prescribed by Section 16(b) of the Securities Exchange Act of 1934 and the rules thereunder arising from the reported transactions and previously reported transactions. F6 · security: Under the terms of each CSF-Option Agreement, if the relevant Mantle Ridge Fund exercises an option (and unless such Mantle Ridge Fund elects to settle such option for cash or for a net number of exercised forward agreements), upon paying the strike price, such Mantle Ridge Fund and its counterparty will be deemed to enter into a Cash Settled Forward Agreement referencing an aggregate number of shares of Common Stock equal to the notional shares underlying the exercised option. The forward price will equal the strike price plus the premium paid for the exercised option, subject to adjustment. F5 · derivative.exercise_price: On March 11, 2020, the Mantle Ridge Funds simultaneously (a) restructured most of their cash settled forward agreements ("Cash Settled Forward Agreements") into American-style call options on cash-settled forwards ("CSF-Option Agreements") and (b) restructured most of their Common Stock investments into American-style physically settled call options on Common Stock ("Physically Settled Call Options"). On March 12, 2020, the Mantle Ridge Funds sold some of their CSF-Option Agreements and some of their remaining shares of Common Stock. In connection with these transactions, the Mantle Ridge Funds are transferring to the Issuer amounts prescribed by Section 16(b) of the Securities Exchange Act of 1934 and the rules thereunder arising from the reported transactions and previously reported transactions. F6 · derivative.exercise_price: Under the terms of each CSF-Option Agreement, if the relevant Mantle Ridge Fund exercises an option (and unless such Mantle Ridge Fund elects to settle such option for cash or for a net number of exercised forward agreements), upon paying the strike price, such Mantle Ridge Fund and its counterparty will be deemed to enter into a Cash Settled Forward Agreement referencing an aggregate number of shares of Common Stock equal to the notional shares underlying the exercised option. The forward price will equal the strike price plus the premium paid for the exercised option, subject to adjustment. F7 · derivative.exercise_price: Under the terms of each Cash Settled Forward Agreement, the relevant Mantle Ridge Fund will be required to pay to the counterparty any decrease in, and have the right to receive from the counterparty any increase in, the market price of the referenced notional number of shares of Common Stock compared with the forward price described above. F5 · kind: On March 11, 2020, the Mantle Ridge Funds simultaneously (a) restructured most of their cash settled forward agreements ("Cash Settled Forward Agreements") into American-style call options on cash-settled forwards ("CSF-Option Agreements") and (b) restructured most of their Common Stock investments into American-style physically settled call options on Common Stock ("Physically Settled Call Options"). On March 12, 2020, the Mantle Ridge Funds sold some of their CSF-Option Agreements and some of their remaining shares of Common Stock. In connection with these transactions, the Mantle Ridge Funds are transferring to the Issuer amounts prescribed by Section 16(b) of the Securities Exchange Act of 1934 and the rules thereunder arising from the reported transactions and previously reported transactions. F6 · kind: Under the terms of each CSF-Option Agreement, if the relevant Mantle Ridge Fund exercises an option (and unless such Mantle Ridge Fund elects to settle such option for cash or for a net number of exercised forward agreements), upon paying the strike price, such Mantle Ridge Fund and its counterparty will be deemed to enter into a Cash Settled Forward Agreement referencing an aggregate number of shares of Common Stock equal to the notional shares underlying the exercised option. The forward price will equal the strike price plus the premium paid for the exercised option, subject to adjustment. F7 · price: Under the terms of each Cash Settled Forward Agreement, the relevant Mantle Ridge Fund will be required to pay to the counterparty any decrease in, and have the right to receive from the counterparty any increase in, the market price of the referenced notional number of shares of Common Stock compared with the forward price described above. F1 · ownership.nature: In addition to Mantle Ridge LP, a Delaware limited partnership ("Mantle Ridge"), this Form 4 is being filed jointly by MR BridgeStone Advisor LLC, a Delaware limited liability company ("MR BridgeStone") and Paul C. Hilal, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as Mantle Ridge and may be deemed to have a pecuniary interest in securities reported on this Form 4 (the "Subject Securities"). All Subject Securities reported on this Form 4 are rounded up to the nearest whole share. F2 · ownership.nature: MR BridgeStone, a wholly owned subsidiary of Mantle Ridge, advises the accounts of MR BridgeStone Offshore Fund AB Ltd and MR BridgeStone Offshore Fund CA 01 Ltd, each a Cayman Islands exempted company (all such funds and their subsidiaries together, the "Mantle Ridge Funds"). F3 · ownership.nature: MR BridgeStone, as the investment adviser to the Mantle Ridge Funds, and Mantle Ridge, as the sole member of MR BridgeStone, each 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. By virtue of Paul C. Hilal's position as ultimately controlling MR BridgeStone and Mantle Ridge, Paul C. Hilal 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. F4 · ownership.nature: Paul C. Hilal is a member of the board of directors of the Issuer, and as a result, each of the Reporting Persons are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934. Read SEC document |
| March 11, 2020 Filed Mar 13, 2020 11:41 UTC |
Mantle Ridge LPDirector by deputization
MR BridgeStone Advisor LLCDirector by deputization
Hilal Paul CDirector
|
OtherCash Settled Forward Contracts · Derivative | 654,176 | Not disclosed Strike: $26.01 | Not disclosed |
DisclosureSEC source: 0000899243-20-008165 · doc4.xml · derivative · entry 1 Mantle Ridge LP · CIK 0001695459 · Director by deputization MR BridgeStone Advisor LLC · CIK 0001785605 · Director by deputization Hilal Paul C · CIK 0001413084 · Director Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 211,824 Underlying: Common Stock · 654,176 shares Expires 2024-10-09 F5 · security: On March 11, 2020, the Mantle Ridge Funds simultaneously (a) restructured most of their cash settled forward agreements ("Cash Settled Forward Agreements") into American-style call options on cash-settled forwards ("CSF-Option Agreements") and (b) restructured most of their Common Stock investments into American-style physically settled call options on Common Stock ("Physically Settled Call Options"). On March 12, 2020, the Mantle Ridge Funds sold some of their CSF-Option Agreements and some of their remaining shares of Common Stock. In connection with these transactions, the Mantle Ridge Funds are transferring to the Issuer amounts prescribed by Section 16(b) of the Securities Exchange Act of 1934 and the rules thereunder arising from the reported transactions and previously reported transactions. F6 · security: Under the terms of each CSF-Option Agreement, if the relevant Mantle Ridge Fund exercises an option (and unless such Mantle Ridge Fund elects to settle such option for cash or for a net number of exercised forward agreements), upon paying the strike price, such Mantle Ridge Fund and its counterparty will be deemed to enter into a Cash Settled Forward Agreement referencing an aggregate number of shares of Common Stock equal to the notional shares underlying the exercised option. The forward price will equal the strike price plus the premium paid for the exercised option, subject to adjustment. F5 · derivative.exercise_price: On March 11, 2020, the Mantle Ridge Funds simultaneously (a) restructured most of their cash settled forward agreements ("Cash Settled Forward Agreements") into American-style call options on cash-settled forwards ("CSF-Option Agreements") and (b) restructured most of their Common Stock investments into American-style physically settled call options on Common Stock ("Physically Settled Call Options"). On March 12, 2020, the Mantle Ridge Funds sold some of their CSF-Option Agreements and some of their remaining shares of Common Stock. In connection with these transactions, the Mantle Ridge Funds are transferring to the Issuer amounts prescribed by Section 16(b) of the Securities Exchange Act of 1934 and the rules thereunder arising from the reported transactions and previously reported transactions. F6 · derivative.exercise_price: Under the terms of each CSF-Option Agreement, if the relevant Mantle Ridge Fund exercises an option (and unless such Mantle Ridge Fund elects to settle such option for cash or for a net number of exercised forward agreements), upon paying the strike price, such Mantle Ridge Fund and its counterparty will be deemed to enter into a Cash Settled Forward Agreement referencing an aggregate number of shares of Common Stock equal to the notional shares underlying the exercised option. The forward price will equal the strike price plus the premium paid for the exercised option, subject to adjustment. F7 · derivative.exercise_price: Under the terms of each Cash Settled Forward Agreement, the relevant Mantle Ridge Fund will be required to pay to the counterparty any decrease in, and have the right to receive from the counterparty any increase in, the market price of the referenced notional number of shares of Common Stock compared with the forward price described above. F5 · kind: On March 11, 2020, the Mantle Ridge Funds simultaneously (a) restructured most of their cash settled forward agreements ("Cash Settled Forward Agreements") into American-style call options on cash-settled forwards ("CSF-Option Agreements") and (b) restructured most of their Common Stock investments into American-style physically settled call options on Common Stock ("Physically Settled Call Options"). On March 12, 2020, the Mantle Ridge Funds sold some of their CSF-Option Agreements and some of their remaining shares of Common Stock. In connection with these transactions, the Mantle Ridge Funds are transferring to the Issuer amounts prescribed by Section 16(b) of the Securities Exchange Act of 1934 and the rules thereunder arising from the reported transactions and previously reported transactions. F6 · kind: Under the terms of each CSF-Option Agreement, if the relevant Mantle Ridge Fund exercises an option (and unless such Mantle Ridge Fund elects to settle such option for cash or for a net number of exercised forward agreements), upon paying the strike price, such Mantle Ridge Fund and its counterparty will be deemed to enter into a Cash Settled Forward Agreement referencing an aggregate number of shares of Common Stock equal to the notional shares underlying the exercised option. The forward price will equal the strike price plus the premium paid for the exercised option, subject to adjustment. F7 · price: Under the terms of each Cash Settled Forward Agreement, the relevant Mantle Ridge Fund will be required to pay to the counterparty any decrease in, and have the right to receive from the counterparty any increase in, the market price of the referenced notional number of shares of Common Stock compared with the forward price described above. F1 · ownership.nature: In addition to Mantle Ridge LP, a Delaware limited partnership ("Mantle Ridge"), this Form 4 is being filed jointly by MR BridgeStone Advisor LLC, a Delaware limited liability company ("MR BridgeStone") and Paul C. Hilal, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as Mantle Ridge and may be deemed to have a pecuniary interest in securities reported on this Form 4 (the "Subject Securities"). All Subject Securities reported on this Form 4 are rounded up to the nearest whole share. F2 · ownership.nature: MR BridgeStone, a wholly owned subsidiary of Mantle Ridge, advises the accounts of MR BridgeStone Offshore Fund AB Ltd and MR BridgeStone Offshore Fund CA 01 Ltd, each a Cayman Islands exempted company (all such funds and their subsidiaries together, the "Mantle Ridge Funds"). F3 · ownership.nature: MR BridgeStone, as the investment adviser to the Mantle Ridge Funds, and Mantle Ridge, as the sole member of MR BridgeStone, each 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. By virtue of Paul C. Hilal's position as ultimately controlling MR BridgeStone and Mantle Ridge, Paul C. Hilal 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. F4 · ownership.nature: Paul C. Hilal is a member of the board of directors of the Issuer, and as a result, each of the Reporting Persons are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934. Read SEC document |
| March 04, 2020 Filed Mar 6, 2020 21:43 UTC |
Harrington Lauren ASVP and General Counsel
|
Tax withholdingCommon Stock | 300 | $35.53 | $10,659.00 |
DisclosureSEC source: 0001584509-20-000081 · wf-form4_158353101069294.xml · nonDerivative · entry 1 Harrington Lauren A · CIK 0001769488 · SVP and General Counsel 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 34,011.042 F1 · kind: Represents shares withheld to pay taxes applicable to vesting of restricted stock units. F1 · shares: Represents shares withheld to pay taxes applicable to vesting of restricted stock units. Read SEC document |
| March 02, 2020 Filed Mar 4, 2020 01:47 UTC |
Creed GregDirector
|
PurchaseCommon Stock | 3,000 | $34.30 | $102,891.90 |
DisclosureSEC source: 0001584509-20-000079 · wf-form4_158328640661114.xml · nonDerivative · entry 1 Creed Greg · CIK 0001346254 · Director 10b5-1 filing: Not disclosed Ownership: Indirect · By Trust Disclosed balance after: 6,475 F1 · price: The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $34.2900 to $34.2999, inclusive. The reporting person undertakes to provide to Aramark, any security holder of Aramark, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. Read SEC document |
| February 27, 2020 Filed Mar 2, 2020 23:08 UTC |
WINKLEBLACK ARTHUR BDirector
|
GrantCommon Stock | 13.283 | $0.00 | $0.00 |
DisclosureSEC source: 0001584509-20-000076 · wf-form4_158319049766617.xml · nonDerivative · entry 1 WINKLEBLACK ARTHUR B · CIK 0001199100 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 4,319.283 F1 · shares: Represents dividend equivalent rights in connection with the Issuer's quarterly dividend and accrued to the reporting person on deferred stock units held by the reporting person. These dividend equivalent rights vest on the same schedules as the underlying awards. Read SEC document |
| February 27, 2020 Filed Mar 2, 2020 18:08 UTC |
Ondrof Thomas GerardExecutive VP and CFO
|
GrantCommon Stock | 28.321 | $0.00 | $0.00 |
DisclosureSEC source: 0001584509-20-000075 · wf-form4_158319047454225.xml · nonDerivative · entry 1 Ondrof Thomas Gerard · CIK 0001685591 · Executive VP and CFO 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 17,709.321 F1 · shares: Represents dividend equivalent rights in connection with the Issuer's quarterly dividend and accrued to the reporting person on restricted stock units held by the reporting person. These dividend equivalent rights vest on the same schedules as the underlying awards. Read SEC document |
| February 27, 2020 Filed Mar 2, 2020 23:03 UTC |
CAMERON SUSAN M.Director
|
GrantCommon Stock | 13.283 | $0.00 | $0.00 |
DisclosureSEC source: 0001584509-20-000064 · wf-form4_158319022110447.xml · nonDerivative · entry 1 CAMERON SUSAN M. · CIK 0001297075 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 4,319.283 F1 · shares: Represents dividend equivalent rights in connection with the Issuer's quarterly dividend and accrued to the reporting person on deferred stock units held by the reporting person. These dividend equivalent rights vest on the same schedules as the underlying awards. Read SEC document |
| February 27, 2020 Filed Mar 2, 2020 23:07 UTC |
McKee LynnEVP, Human Resources
|
GrantCommon Stock | 60.994 | $0.00 | $0.00 |
DisclosureSEC source: 0001584509-20-000073 · wf-form4_158319041858159.xml · nonDerivative · entry 1 MCKEE LYNN · CIK 0001278866 · EVP, Human Resources 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 207,726.934 F1 · shares: Represents dividend equivalent rights in connection with the Issuer's quarterly dividend and accrued to the reporting person on restricted stock units held by the reporting person. These dividend equivalent rights vest on the same schedules as the underlying awards. Read SEC document |
| February 27, 2020 Filed Mar 2, 2020 18:04 UTC |
DARDEN CALVINDirector
|
GrantCommon Stock | 37.073 | $0.00 | $0.00 |
DisclosureSEC source: 0001584509-20-000065 · wf-form4_158319024271464.xml · nonDerivative · entry 1 DARDEN CALVIN · CIK 0001227732 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 12,055.299 F1 · shares: Represents dividend equivalent rights in connection with the Issuer's quarterly dividend and accrued to the reporting person on deferred stock units held by the reporting person. These dividend equivalent rights vest on the same schedules as the underlying awards. Read SEC document |
| February 27, 2020 Filed Mar 2, 2020 23:04 UTC |
DREILING RICHARD WDirector
|
GrantCommon Stock | 101.515 | $0.00 | $0.00 |
DisclosureSEC source: 0001584509-20-000066 · wf-form4_158319026385212.xml · nonDerivative · entry 1 DREILING RICHARD W · CIK 0001209831 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 33,011.1043 F1 · shares: Represents dividend equivalent rights in connection with the Issuer's quarterly dividend and accrued to the reporting person on deferred stock units held by the reporting person. These dividend equivalent rights vest on the same schedules as the underlying awards. Read SEC document |
| February 27, 2020 Filed Mar 2, 2020 23:07 UTC |
SADOVE STEPHEN IDirector
|
GrantCommon Stock | 109.473 | $0.00 | $0.00 |
DisclosureSEC source: 0001584509-20-000074 · wf-form4_158319044134669.xml · nonDerivative · entry 1 SADOVE STEPHEN I · CIK 0001186892 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 49,098.4442 F1 · shares: Represents dividend equivalent rights in connection with the Issuer's quarterly dividend and accrued to the reporting person on deferred stock units held by the reporting person. These dividend equivalent rights vest on the same schedules as the underlying awards. Read SEC document |
| February 27, 2020 Filed Mar 2, 2020 23:08 UTC |
ZILLMER JOHN JDirector · Chief Executive Officer
|
GrantCommon Stock | 138.492 | $0.00 | $0.00 |
DisclosureSEC source: 0001584509-20-000077 · wf-form4_158319052017127.xml · nonDerivative · entry 1 ZILLMER JOHN J · CIK 0001188262 · Director · Chief Executive Officer 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 236,284.996 F1 · shares: Represents dividend equivalent rights in connection with the Issuer's quarterly dividend and accrued to the reporting person on restricted stock units held by the reporting person. These dividend equivalent rights vest on the same schedules as the underlying awards. Read SEC document |
| February 27, 2020 Filed Mar 2, 2020 23:05 UTC |
ESTEVES IRENE MDirector
|
GrantCommon Stock | 119.918 | $0.00 | $0.00 |
DisclosureSEC source: 0001584509-20-000067 · wf-form4_158319028702969.xml · nonDerivative · entry 1 ESTEVES IRENE M · CIK 0001191609 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 38,995.7737 F1 · shares: Represents dividend equivalent rights in connection with the Issuer's quarterly dividend and accrued to the reporting person on deferred stock units held by the reporting person. These dividend equivalent rights vest on the same schedules as the underlying awards. Read SEC document |
| February 27, 2020 Filed Mar 2, 2020 23:06 UTC |
HEINRICH DANIEL JDirector
|
GrantCommon Stock | 100.4 | $0.00 | $0.00 |
DisclosureSEC source: 0001584509-20-000070 · wf-form4_158319035253359.xml · nonDerivative · entry 1 HEINRICH DANIEL J · CIK 0001203226 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 32,648.3712 F1 · shares: Represents dividend equivalent rights in connection with the Issuer's quarterly dividend and accrued to the reporting person on deferred stock units held by the reporting person. These dividend equivalent rights vest on the same schedules as the underlying awards. Read SEC document |
| February 27, 2020 Filed Mar 2, 2020 23:05 UTC |
Creed GregDirector
|
GrantCommon Stock | 10.725 | $0.00 | $0.00 |
DisclosureSEC source: 0001584509-20-000068 · wf-form4_158319030824318.xml · nonDerivative · entry 1 Creed Greg · CIK 0001346254 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 3,487.725 F1 · shares: Represents dividend equivalent rights in connection with the Issuer's quarterly dividend and accrued to the reporting person on deferred stock units held by the reporting person. These dividend equivalent rights vest on the same schedules as the underlying awards. Read SEC document |
| February 27, 2020 Filed Mar 2, 2020 23:06 UTC |
King Karen MarieDirector
|
GrantCommon Stock | 13.283 | $0.00 | $0.00 |
DisclosureSEC source: 0001584509-20-000072 · wf-form4_158319039735439.xml · nonDerivative · entry 1 King Karen Marie · CIK 0001791144 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 4,319.283 F1 · shares: Represents dividend equivalent rights in connection with the Issuer's quarterly dividend and accrued to the reporting person on deferred stock units held by the reporting person. These dividend equivalent rights vest on the same schedules as the underlying awards. Read SEC document |
| February 27, 2020 Filed Mar 2, 2020 23:06 UTC |
Bethel KeithChief Growth Officer
|
GrantCommon Stock | 54.361 | $0.00 | $0.00 |
DisclosureSEC source: 0001584509-20-000071 · wf-form4_158319037545145.xml · nonDerivative · entry 1 Bethel Keith · CIK 0001784784 · Chief Growth Officer 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 58,250.801 F1 · shares: Represents dividend equivalent rights in connection with the Issuer's quarterly dividend and accrued to the reporting person on restricted stock units held by the reporting person. These dividend equivalent rights vest on the same schedules as the underlying awards. Read SEC document |
| February 27, 2020 Filed Mar 2, 2020 23:05 UTC |
Harrington Lauren ASVP and General Counsel
|
GrantCommon Stock | 68.159 | $0.00 | $0.00 |
DisclosureSEC source: 0001584509-20-000069 · wf-form4_158319033076357.xml · nonDerivative · entry 1 Harrington Lauren A · CIK 0001769488 · SVP and General Counsel 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 34,311.042 F1 · shares: Represents dividend equivalent rights in connection with the Issuer's quarterly dividend and accrued to the reporting person on restricted stock units held by the reporting person. These dividend equivalent rights vest on the same schedules as the underlying awards. Read SEC document |
| February 27, 2020 Filed Mar 2, 2020 23:03 UTC |
Bruno Marc ACOO, U.S. Food & Facilities
|
GrantCommon Stock | 59.662 | $0.00 | $0.00 |
DisclosureSEC source: 0001584509-20-000063 · wf-form4_158319019983418.xml · nonDerivative · entry 1 Bruno Marc A · CIK 0001738789 · COO, U.S. Food & Facilities 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 111,574.359 F1 · shares: Represents dividend equivalent rights in connection with the Issuer's quarterly dividend and accrued to the reporting person on restricted stock units held by the reporting person. These dividend equivalent rights vest on the same schedules as the underlying awards. Read SEC document |
| February 10, 2020 Filed Feb 11, 2020 01:44 UTC |
Mantle Ridge LPDirector by deputization
MR BridgeStone Advisor LLCDirector by deputization
Hilal Paul CDirector
|
OtherCash Settled Forward Contracts · Derivative | 29,559 | $0.00 Strike: $40.46 | $0.00 |
DisclosureSEC source: 0000899243-20-003885 · doc4.xml · derivative · entry 23 Mantle Ridge LP · CIK 0001695459 · Director by deputization MR BridgeStone Advisor LLC · CIK 0001785605 · Director by deputization Hilal Paul C · CIK 0001413084 · Director Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 497,441 Underlying: Common Stock · 29,559 shares Expires 2024-07-09 F5 · security: Certain of the Mantle Ridge Funds previously entered into certain cash-settled forward transactions (the "Cash Settled Forward Agreements"). Under the terms of the Cash Settled Forward Agreements, such Mantle Ridge Funds are required to pay to the counterparty any decrease in, and have the right to receive from the counterparty any increase in, the market price of the referenced notional number of shares of Common Stock during a period determined in accordance with the Cash Settled Forward Agreement around each valuation date compared with a forward price (which includes a financing charge) agreed by the parties, as adjusted. The forward price is subject to adjustment to account for any cash dividends or distributions declared by the Issuer. Such Mantle Ridge Fund may elect to terminate the Cash Settled Forward Agreement early, in which case the valuation date will occur on such early termination date. F6 · security: (Continued from footnote 5) The Cash Settled Forward Agreements are being partially unwound and the unwind payment was determined based on the difference between the settlement price reported in column 2 and the forward price of the Cash Settled Forward Agreement. F9 · derivative.exercise_price: Represents the settlement price associated with the applicable Cash Settled Forward Agreements. Such settlement price is a Volume Weighted Average Price (VWAP) price paid in accordance with the terms of the Cash Settled Forward Agreement. F5 · kind: Certain of the Mantle Ridge Funds previously entered into certain cash-settled forward transactions (the "Cash Settled Forward Agreements"). Under the terms of the Cash Settled Forward Agreements, such Mantle Ridge Funds are required to pay to the counterparty any decrease in, and have the right to receive from the counterparty any increase in, the market price of the referenced notional number of shares of Common Stock during a period determined in accordance with the Cash Settled Forward Agreement around each valuation date compared with a forward price (which includes a financing charge) agreed by the parties, as adjusted. The forward price is subject to adjustment to account for any cash dividends or distributions declared by the Issuer. Such Mantle Ridge Fund may elect to terminate the Cash Settled Forward Agreement early, in which case the valuation date will occur on such early termination date. F6 · kind: (Continued from footnote 5) The Cash Settled Forward Agreements are being partially unwound and the unwind payment was determined based on the difference between the settlement price reported in column 2 and the forward price of the Cash Settled Forward Agreement. F5 · price: Certain of the Mantle Ridge Funds previously entered into certain cash-settled forward transactions (the "Cash Settled Forward Agreements"). Under the terms of the Cash Settled Forward Agreements, such Mantle Ridge Funds are required to pay to the counterparty any decrease in, and have the right to receive from the counterparty any increase in, the market price of the referenced notional number of shares of Common Stock during a period determined in accordance with the Cash Settled Forward Agreement around each valuation date compared with a forward price (which includes a financing charge) agreed by the parties, as adjusted. The forward price is subject to adjustment to account for any cash dividends or distributions declared by the Issuer. Such Mantle Ridge Fund may elect to terminate the Cash Settled Forward Agreement early, in which case the valuation date will occur on such early termination date. F6 · price: (Continued from footnote 5) The Cash Settled Forward Agreements are being partially unwound and the unwind payment was determined based on the difference between the settlement price reported in column 2 and the forward price of the Cash Settled Forward Agreement. F1 · ownership.nature: In addition to Mantle Ridge LP, a Delaware limited partnership ("Mantle Ridge"), this Form 4 is being filed jointly by MR BridgeStone Advisor LLC, a Delaware limited liability company ("MR BridgeStone") and Paul C. Hilal, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as Mantle Ridge and may be deemed to have a pecuniary interest in securities reported on this Form 4 (the "Subject Securities"). All Subject Securities reported on this Form 4 are rounded up to the nearest whole share. F2 · ownership.nature: MR BridgeStone, a wholly owned subsidiary of Mantle Ridge, advises the accounts of MR BridgeStone Offshore Fund AB Ltd and MR BridgeStone Offshore Fund CA 01 Ltd, each a Cayman Islands exempted company (all such funds and their subsidiaries together, the "Mantle Ridge Funds"). F3 · ownership.nature: MR BridgeStone, as the investment adviser to the Mantle Ridge Funds, and Mantle Ridge, as the sole member of MR BridgeStone, each 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. By virtue of Paul C. Hilal's position as ultimately controlling MR BridgeStone and Mantle Ridge, Paul C. Hilal 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. F4 · ownership.nature: Paul C. Hilal is a member of the board of directors of the Issuer, and as a result, each of the Reporting Persons are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934. F7 · ownership.nature: The reported transactions relate to a partial unwind of certain Cash Settled Forward Agreements in MR BridgeStone Offshore Fund CA 01 Ltd. They were mandated by a contractual commitment entered into at the time of that entity's funding in the summer of 2019. They collectively represent less than two one hundredths of the Reporting Persons' economic exposure to the Issuer. The transactions were effected solely for the purpose of fulfilling such commitment, and solely to the extent required to satisfy it. The timing of these transactions was determined by the contractual obligation described above, and the Issuer's trading blackout period, which expired on the second trading day after the Issuer's February 4th earnings release. With the completion of the transactions reported herein, such contractual commitment is fully and completely satisfied. This was the only unwind or sale or delevering commitment within the Mantle Ridge Funds. There are no others outstanding. F8 · ownership.nature: (Continued from footnote 7) The Reporting Persons have no plans to effect additional transactions, though expressly reserve the right to do so. Read SEC document |
| February 10, 2020 Filed Feb 11, 2020 01:44 UTC |
Mantle Ridge LPDirector by deputization
MR BridgeStone Advisor LLCDirector by deputization
Hilal Paul CDirector
|
OtherCash Settled Forward Contracts · Derivative | 45,441 | $0.00 Strike: $40.46 | $0.00 |
DisclosureSEC source: 0000899243-20-003885 · doc4.xml · derivative · entry 22 Mantle Ridge LP · CIK 0001695459 · Director by deputization MR BridgeStone Advisor LLC · CIK 0001785605 · Director by deputization Hilal Paul C · CIK 0001413084 · Director Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 852,559 Underlying: Common Stock · 45,441 shares Expires 2024-10-09 F5 · security: Certain of the Mantle Ridge Funds previously entered into certain cash-settled forward transactions (the "Cash Settled Forward Agreements"). Under the terms of the Cash Settled Forward Agreements, such Mantle Ridge Funds are required to pay to the counterparty any decrease in, and have the right to receive from the counterparty any increase in, the market price of the referenced notional number of shares of Common Stock during a period determined in accordance with the Cash Settled Forward Agreement around each valuation date compared with a forward price (which includes a financing charge) agreed by the parties, as adjusted. The forward price is subject to adjustment to account for any cash dividends or distributions declared by the Issuer. Such Mantle Ridge Fund may elect to terminate the Cash Settled Forward Agreement early, in which case the valuation date will occur on such early termination date. F6 · security: (Continued from footnote 5) The Cash Settled Forward Agreements are being partially unwound and the unwind payment was determined based on the difference between the settlement price reported in column 2 and the forward price of the Cash Settled Forward Agreement. F9 · derivative.exercise_price: Represents the settlement price associated with the applicable Cash Settled Forward Agreements. Such settlement price is a Volume Weighted Average Price (VWAP) price paid in accordance with the terms of the Cash Settled Forward Agreement. F5 · kind: Certain of the Mantle Ridge Funds previously entered into certain cash-settled forward transactions (the "Cash Settled Forward Agreements"). Under the terms of the Cash Settled Forward Agreements, such Mantle Ridge Funds are required to pay to the counterparty any decrease in, and have the right to receive from the counterparty any increase in, the market price of the referenced notional number of shares of Common Stock during a period determined in accordance with the Cash Settled Forward Agreement around each valuation date compared with a forward price (which includes a financing charge) agreed by the parties, as adjusted. The forward price is subject to adjustment to account for any cash dividends or distributions declared by the Issuer. Such Mantle Ridge Fund may elect to terminate the Cash Settled Forward Agreement early, in which case the valuation date will occur on such early termination date. F6 · kind: (Continued from footnote 5) The Cash Settled Forward Agreements are being partially unwound and the unwind payment was determined based on the difference between the settlement price reported in column 2 and the forward price of the Cash Settled Forward Agreement. F5 · price: Certain of the Mantle Ridge Funds previously entered into certain cash-settled forward transactions (the "Cash Settled Forward Agreements"). Under the terms of the Cash Settled Forward Agreements, such Mantle Ridge Funds are required to pay to the counterparty any decrease in, and have the right to receive from the counterparty any increase in, the market price of the referenced notional number of shares of Common Stock during a period determined in accordance with the Cash Settled Forward Agreement around each valuation date compared with a forward price (which includes a financing charge) agreed by the parties, as adjusted. The forward price is subject to adjustment to account for any cash dividends or distributions declared by the Issuer. Such Mantle Ridge Fund may elect to terminate the Cash Settled Forward Agreement early, in which case the valuation date will occur on such early termination date. F6 · price: (Continued from footnote 5) The Cash Settled Forward Agreements are being partially unwound and the unwind payment was determined based on the difference between the settlement price reported in column 2 and the forward price of the Cash Settled Forward Agreement. F1 · ownership.nature: In addition to Mantle Ridge LP, a Delaware limited partnership ("Mantle Ridge"), this Form 4 is being filed jointly by MR BridgeStone Advisor LLC, a Delaware limited liability company ("MR BridgeStone") and Paul C. Hilal, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as Mantle Ridge and may be deemed to have a pecuniary interest in securities reported on this Form 4 (the "Subject Securities"). All Subject Securities reported on this Form 4 are rounded up to the nearest whole share. F2 · ownership.nature: MR BridgeStone, a wholly owned subsidiary of Mantle Ridge, advises the accounts of MR BridgeStone Offshore Fund AB Ltd and MR BridgeStone Offshore Fund CA 01 Ltd, each a Cayman Islands exempted company (all such funds and their subsidiaries together, the "Mantle Ridge Funds"). F3 · ownership.nature: MR BridgeStone, as the investment adviser to the Mantle Ridge Funds, and Mantle Ridge, as the sole member of MR BridgeStone, each 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. By virtue of Paul C. Hilal's position as ultimately controlling MR BridgeStone and Mantle Ridge, Paul C. Hilal 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. F4 · ownership.nature: Paul C. Hilal is a member of the board of directors of the Issuer, and as a result, each of the Reporting Persons are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934. F7 · ownership.nature: The reported transactions relate to a partial unwind of certain Cash Settled Forward Agreements in MR BridgeStone Offshore Fund CA 01 Ltd. They were mandated by a contractual commitment entered into at the time of that entity's funding in the summer of 2019. They collectively represent less than two one hundredths of the Reporting Persons' economic exposure to the Issuer. The transactions were effected solely for the purpose of fulfilling such commitment, and solely to the extent required to satisfy it. The timing of these transactions was determined by the contractual obligation described above, and the Issuer's trading blackout period, which expired on the second trading day after the Issuer's February 4th earnings release. With the completion of the transactions reported herein, such contractual commitment is fully and completely satisfied. This was the only unwind or sale or delevering commitment within the Mantle Ridge Funds. There are no others outstanding. F8 · ownership.nature: (Continued from footnote 7) The Reporting Persons have no plans to effect additional transactions, though expressly reserve the right to do so. Read SEC document |
| February 10, 2020 Filed Feb 11, 2020 01:44 UTC |
Mantle Ridge LPDirector by deputization
MR BridgeStone Advisor LLCDirector by deputization
Hilal Paul CDirector
|
OtherCash Settled Forward Contracts · Derivative | 39,205 | $0.00 Strike: $41.12 | $0.00 |
DisclosureSEC source: 0000899243-20-003885 · doc4.xml · derivative · entry 21 Mantle Ridge LP · CIK 0001695459 · Director by deputization MR BridgeStone Advisor LLC · CIK 0001785605 · Director by deputization Hilal Paul C · CIK 0001413084 · Director Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 391,795 Underlying: Common Stock · 39,205 shares Expires 2024-07-23 F5 · security: Certain of the Mantle Ridge Funds previously entered into certain cash-settled forward transactions (the "Cash Settled Forward Agreements"). Under the terms of the Cash Settled Forward Agreements, such Mantle Ridge Funds are required to pay to the counterparty any decrease in, and have the right to receive from the counterparty any increase in, the market price of the referenced notional number of shares of Common Stock during a period determined in accordance with the Cash Settled Forward Agreement around each valuation date compared with a forward price (which includes a financing charge) agreed by the parties, as adjusted. The forward price is subject to adjustment to account for any cash dividends or distributions declared by the Issuer. Such Mantle Ridge Fund may elect to terminate the Cash Settled Forward Agreement early, in which case the valuation date will occur on such early termination date. F6 · security: (Continued from footnote 5) The Cash Settled Forward Agreements are being partially unwound and the unwind payment was determined based on the difference between the settlement price reported in column 2 and the forward price of the Cash Settled Forward Agreement. F9 · derivative.exercise_price: Represents the settlement price associated with the applicable Cash Settled Forward Agreements. Such settlement price is a Volume Weighted Average Price (VWAP) price paid in accordance with the terms of the Cash Settled Forward Agreement. F5 · kind: Certain of the Mantle Ridge Funds previously entered into certain cash-settled forward transactions (the "Cash Settled Forward Agreements"). Under the terms of the Cash Settled Forward Agreements, such Mantle Ridge Funds are required to pay to the counterparty any decrease in, and have the right to receive from the counterparty any increase in, the market price of the referenced notional number of shares of Common Stock during a period determined in accordance with the Cash Settled Forward Agreement around each valuation date compared with a forward price (which includes a financing charge) agreed by the parties, as adjusted. The forward price is subject to adjustment to account for any cash dividends or distributions declared by the Issuer. Such Mantle Ridge Fund may elect to terminate the Cash Settled Forward Agreement early, in which case the valuation date will occur on such early termination date. F6 · kind: (Continued from footnote 5) The Cash Settled Forward Agreements are being partially unwound and the unwind payment was determined based on the difference between the settlement price reported in column 2 and the forward price of the Cash Settled Forward Agreement. F5 · price: Certain of the Mantle Ridge Funds previously entered into certain cash-settled forward transactions (the "Cash Settled Forward Agreements"). Under the terms of the Cash Settled Forward Agreements, such Mantle Ridge Funds are required to pay to the counterparty any decrease in, and have the right to receive from the counterparty any increase in, the market price of the referenced notional number of shares of Common Stock during a period determined in accordance with the Cash Settled Forward Agreement around each valuation date compared with a forward price (which includes a financing charge) agreed by the parties, as adjusted. The forward price is subject to adjustment to account for any cash dividends or distributions declared by the Issuer. Such Mantle Ridge Fund may elect to terminate the Cash Settled Forward Agreement early, in which case the valuation date will occur on such early termination date. F6 · price: (Continued from footnote 5) The Cash Settled Forward Agreements are being partially unwound and the unwind payment was determined based on the difference between the settlement price reported in column 2 and the forward price of the Cash Settled Forward Agreement. F1 · ownership.nature: In addition to Mantle Ridge LP, a Delaware limited partnership ("Mantle Ridge"), this Form 4 is being filed jointly by MR BridgeStone Advisor LLC, a Delaware limited liability company ("MR BridgeStone") and Paul C. Hilal, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as Mantle Ridge and may be deemed to have a pecuniary interest in securities reported on this Form 4 (the "Subject Securities"). All Subject Securities reported on this Form 4 are rounded up to the nearest whole share. F2 · ownership.nature: MR BridgeStone, a wholly owned subsidiary of Mantle Ridge, advises the accounts of MR BridgeStone Offshore Fund AB Ltd and MR BridgeStone Offshore Fund CA 01 Ltd, each a Cayman Islands exempted company (all such funds and their subsidiaries together, the "Mantle Ridge Funds"). F3 · ownership.nature: MR BridgeStone, as the investment adviser to the Mantle Ridge Funds, and Mantle Ridge, as the sole member of MR BridgeStone, each 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. By virtue of Paul C. Hilal's position as ultimately controlling MR BridgeStone and Mantle Ridge, Paul C. Hilal 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. F4 · ownership.nature: Paul C. Hilal is a member of the board of directors of the Issuer, and as a result, each of the Reporting Persons are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934. F7 · ownership.nature: The reported transactions relate to a partial unwind of certain Cash Settled Forward Agreements in MR BridgeStone Offshore Fund CA 01 Ltd. They were mandated by a contractual commitment entered into at the time of that entity's funding in the summer of 2019. They collectively represent less than two one hundredths of the Reporting Persons' economic exposure to the Issuer. The transactions were effected solely for the purpose of fulfilling such commitment, and solely to the extent required to satisfy it. The timing of these transactions was determined by the contractual obligation described above, and the Issuer's trading blackout period, which expired on the second trading day after the Issuer's February 4th earnings release. With the completion of the transactions reported herein, such contractual commitment is fully and completely satisfied. This was the only unwind or sale or delevering commitment within the Mantle Ridge Funds. There are no others outstanding. F8 · ownership.nature: (Continued from footnote 7) The Reporting Persons have no plans to effect additional transactions, though expressly reserve the right to do so. Read SEC document |
| February 10, 2020 Filed Feb 11, 2020 01:44 UTC |
Mantle Ridge LPDirector by deputization
MR BridgeStone Advisor LLCDirector by deputization
Hilal Paul CDirector
|
OtherCash Settled Forward Contracts · Derivative | 65,424 | $0.00 Strike: $41.12 | $0.00 |
DisclosureSEC source: 0000899243-20-003885 · doc4.xml · derivative · entry 20 Mantle Ridge LP · CIK 0001695459 · Director by deputization MR BridgeStone Advisor LLC · CIK 0001785605 · Director by deputization Hilal Paul C · CIK 0001413084 · Director Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 418,576 Underlying: Common Stock · 65,424 shares Expires 2024-08-01 F5 · security: Certain of the Mantle Ridge Funds previously entered into certain cash-settled forward transactions (the "Cash Settled Forward Agreements"). Under the terms of the Cash Settled Forward Agreements, such Mantle Ridge Funds are required to pay to the counterparty any decrease in, and have the right to receive from the counterparty any increase in, the market price of the referenced notional number of shares of Common Stock during a period determined in accordance with the Cash Settled Forward Agreement around each valuation date compared with a forward price (which includes a financing charge) agreed by the parties, as adjusted. The forward price is subject to adjustment to account for any cash dividends or distributions declared by the Issuer. Such Mantle Ridge Fund may elect to terminate the Cash Settled Forward Agreement early, in which case the valuation date will occur on such early termination date. F6 · security: (Continued from footnote 5) The Cash Settled Forward Agreements are being partially unwound and the unwind payment was determined based on the difference between the settlement price reported in column 2 and the forward price of the Cash Settled Forward Agreement. F9 · derivative.exercise_price: Represents the settlement price associated with the applicable Cash Settled Forward Agreements. Such settlement price is a Volume Weighted Average Price (VWAP) price paid in accordance with the terms of the Cash Settled Forward Agreement. F5 · kind: Certain of the Mantle Ridge Funds previously entered into certain cash-settled forward transactions (the "Cash Settled Forward Agreements"). Under the terms of the Cash Settled Forward Agreements, such Mantle Ridge Funds are required to pay to the counterparty any decrease in, and have the right to receive from the counterparty any increase in, the market price of the referenced notional number of shares of Common Stock during a period determined in accordance with the Cash Settled Forward Agreement around each valuation date compared with a forward price (which includes a financing charge) agreed by the parties, as adjusted. The forward price is subject to adjustment to account for any cash dividends or distributions declared by the Issuer. Such Mantle Ridge Fund may elect to terminate the Cash Settled Forward Agreement early, in which case the valuation date will occur on such early termination date. F6 · kind: (Continued from footnote 5) The Cash Settled Forward Agreements are being partially unwound and the unwind payment was determined based on the difference between the settlement price reported in column 2 and the forward price of the Cash Settled Forward Agreement. F5 · price: Certain of the Mantle Ridge Funds previously entered into certain cash-settled forward transactions (the "Cash Settled Forward Agreements"). Under the terms of the Cash Settled Forward Agreements, such Mantle Ridge Funds are required to pay to the counterparty any decrease in, and have the right to receive from the counterparty any increase in, the market price of the referenced notional number of shares of Common Stock during a period determined in accordance with the Cash Settled Forward Agreement around each valuation date compared with a forward price (which includes a financing charge) agreed by the parties, as adjusted. The forward price is subject to adjustment to account for any cash dividends or distributions declared by the Issuer. Such Mantle Ridge Fund may elect to terminate the Cash Settled Forward Agreement early, in which case the valuation date will occur on such early termination date. F6 · price: (Continued from footnote 5) The Cash Settled Forward Agreements are being partially unwound and the unwind payment was determined based on the difference between the settlement price reported in column 2 and the forward price of the Cash Settled Forward Agreement. F1 · ownership.nature: In addition to Mantle Ridge LP, a Delaware limited partnership ("Mantle Ridge"), this Form 4 is being filed jointly by MR BridgeStone Advisor LLC, a Delaware limited liability company ("MR BridgeStone") and Paul C. Hilal, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as Mantle Ridge and may be deemed to have a pecuniary interest in securities reported on this Form 4 (the "Subject Securities"). All Subject Securities reported on this Form 4 are rounded up to the nearest whole share. F2 · ownership.nature: MR BridgeStone, a wholly owned subsidiary of Mantle Ridge, advises the accounts of MR BridgeStone Offshore Fund AB Ltd and MR BridgeStone Offshore Fund CA 01 Ltd, each a Cayman Islands exempted company (all such funds and their subsidiaries together, the "Mantle Ridge Funds"). F3 · ownership.nature: MR BridgeStone, as the investment adviser to the Mantle Ridge Funds, and Mantle Ridge, as the sole member of MR BridgeStone, each 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. By virtue of Paul C. Hilal's position as ultimately controlling MR BridgeStone and Mantle Ridge, Paul C. Hilal 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. F4 · ownership.nature: Paul C. Hilal is a member of the board of directors of the Issuer, and as a result, each of the Reporting Persons are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934. F7 · ownership.nature: The reported transactions relate to a partial unwind of certain Cash Settled Forward Agreements in MR BridgeStone Offshore Fund CA 01 Ltd. They were mandated by a contractual commitment entered into at the time of that entity's funding in the summer of 2019. They collectively represent less than two one hundredths of the Reporting Persons' economic exposure to the Issuer. The transactions were effected solely for the purpose of fulfilling such commitment, and solely to the extent required to satisfy it. The timing of these transactions was determined by the contractual obligation described above, and the Issuer's trading blackout period, which expired on the second trading day after the Issuer's February 4th earnings release. With the completion of the transactions reported herein, such contractual commitment is fully and completely satisfied. This was the only unwind or sale or delevering commitment within the Mantle Ridge Funds. There are no others outstanding. F8 · ownership.nature: (Continued from footnote 7) The Reporting Persons have no plans to effect additional transactions, though expressly reserve the right to do so. Read SEC document |
| February 10, 2020 Filed Feb 11, 2020 01:44 UTC |
Mantle Ridge LPDirector by deputization
MR BridgeStone Advisor LLCDirector by deputization
Hilal Paul CDirector
|
OtherCash Settled Forward Contracts · Derivative | 66,524 | $0.00 Strike: $41.12 | $0.00 |
DisclosureSEC source: 0000899243-20-003885 · doc4.xml · derivative · entry 19 Mantle Ridge LP · CIK 0001695459 · Director by deputization MR BridgeStone Advisor LLC · CIK 0001785605 · Director by deputization Hilal Paul C · CIK 0001413084 · Director Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 425,476 Underlying: Common Stock · 66,524 shares Expires 2024-07-19 F5 · security: Certain of the Mantle Ridge Funds previously entered into certain cash-settled forward transactions (the "Cash Settled Forward Agreements"). Under the terms of the Cash Settled Forward Agreements, such Mantle Ridge Funds are required to pay to the counterparty any decrease in, and have the right to receive from the counterparty any increase in, the market price of the referenced notional number of shares of Common Stock during a period determined in accordance with the Cash Settled Forward Agreement around each valuation date compared with a forward price (which includes a financing charge) agreed by the parties, as adjusted. The forward price is subject to adjustment to account for any cash dividends or distributions declared by the Issuer. Such Mantle Ridge Fund may elect to terminate the Cash Settled Forward Agreement early, in which case the valuation date will occur on such early termination date. F6 · security: (Continued from footnote 5) The Cash Settled Forward Agreements are being partially unwound and the unwind payment was determined based on the difference between the settlement price reported in column 2 and the forward price of the Cash Settled Forward Agreement. F9 · derivative.exercise_price: Represents the settlement price associated with the applicable Cash Settled Forward Agreements. Such settlement price is a Volume Weighted Average Price (VWAP) price paid in accordance with the terms of the Cash Settled Forward Agreement. F5 · kind: Certain of the Mantle Ridge Funds previously entered into certain cash-settled forward transactions (the "Cash Settled Forward Agreements"). Under the terms of the Cash Settled Forward Agreements, such Mantle Ridge Funds are required to pay to the counterparty any decrease in, and have the right to receive from the counterparty any increase in, the market price of the referenced notional number of shares of Common Stock during a period determined in accordance with the Cash Settled Forward Agreement around each valuation date compared with a forward price (which includes a financing charge) agreed by the parties, as adjusted. The forward price is subject to adjustment to account for any cash dividends or distributions declared by the Issuer. Such Mantle Ridge Fund may elect to terminate the Cash Settled Forward Agreement early, in which case the valuation date will occur on such early termination date. F6 · kind: (Continued from footnote 5) The Cash Settled Forward Agreements are being partially unwound and the unwind payment was determined based on the difference between the settlement price reported in column 2 and the forward price of the Cash Settled Forward Agreement. F5 · price: Certain of the Mantle Ridge Funds previously entered into certain cash-settled forward transactions (the "Cash Settled Forward Agreements"). Under the terms of the Cash Settled Forward Agreements, such Mantle Ridge Funds are required to pay to the counterparty any decrease in, and have the right to receive from the counterparty any increase in, the market price of the referenced notional number of shares of Common Stock during a period determined in accordance with the Cash Settled Forward Agreement around each valuation date compared with a forward price (which includes a financing charge) agreed by the parties, as adjusted. The forward price is subject to adjustment to account for any cash dividends or distributions declared by the Issuer. Such Mantle Ridge Fund may elect to terminate the Cash Settled Forward Agreement early, in which case the valuation date will occur on such early termination date. F6 · price: (Continued from footnote 5) The Cash Settled Forward Agreements are being partially unwound and the unwind payment was determined based on the difference between the settlement price reported in column 2 and the forward price of the Cash Settled Forward Agreement. F1 · ownership.nature: In addition to Mantle Ridge LP, a Delaware limited partnership ("Mantle Ridge"), this Form 4 is being filed jointly by MR BridgeStone Advisor LLC, a Delaware limited liability company ("MR BridgeStone") and Paul C. Hilal, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as Mantle Ridge and may be deemed to have a pecuniary interest in securities reported on this Form 4 (the "Subject Securities"). All Subject Securities reported on this Form 4 are rounded up to the nearest whole share. F2 · ownership.nature: MR BridgeStone, a wholly owned subsidiary of Mantle Ridge, advises the accounts of MR BridgeStone Offshore Fund AB Ltd and MR BridgeStone Offshore Fund CA 01 Ltd, each a Cayman Islands exempted company (all such funds and their subsidiaries together, the "Mantle Ridge Funds"). F3 · ownership.nature: MR BridgeStone, as the investment adviser to the Mantle Ridge Funds, and Mantle Ridge, as the sole member of MR BridgeStone, each 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. By virtue of Paul C. Hilal's position as ultimately controlling MR BridgeStone and Mantle Ridge, Paul C. Hilal 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. F4 · ownership.nature: Paul C. Hilal is a member of the board of directors of the Issuer, and as a result, each of the Reporting Persons are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934. F7 · ownership.nature: The reported transactions relate to a partial unwind of certain Cash Settled Forward Agreements in MR BridgeStone Offshore Fund CA 01 Ltd. They were mandated by a contractual commitment entered into at the time of that entity's funding in the summer of 2019. They collectively represent less than two one hundredths of the Reporting Persons' economic exposure to the Issuer. The transactions were effected solely for the purpose of fulfilling such commitment, and solely to the extent required to satisfy it. The timing of these transactions was determined by the contractual obligation described above, and the Issuer's trading blackout period, which expired on the second trading day after the Issuer's February 4th earnings release. With the completion of the transactions reported herein, such contractual commitment is fully and completely satisfied. This was the only unwind or sale or delevering commitment within the Mantle Ridge Funds. There are no others outstanding. F8 · ownership.nature: (Continued from footnote 7) The Reporting Persons have no plans to effect additional transactions, though expressly reserve the right to do so. Read SEC document |
| February 10, 2020 Filed Feb 11, 2020 01:44 UTC |
Mantle Ridge LPDirector by deputization
MR BridgeStone Advisor LLCDirector by deputization
Hilal Paul CDirector
|
OtherCash Settled Forward Contracts · Derivative | 10,659 | $0.00 Strike: $41.12 | $0.00 |
DisclosureSEC source: 0000899243-20-003885 · doc4.xml · derivative · entry 18 Mantle Ridge LP · CIK 0001695459 · Director by deputization MR BridgeStone Advisor LLC · CIK 0001785605 · Director by deputization Hilal Paul C · CIK 0001413084 · Director Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 179,341 Underlying: Common Stock · 10,659 shares Expires 2024-07-03 F5 · security: Certain of the Mantle Ridge Funds previously entered into certain cash-settled forward transactions (the "Cash Settled Forward Agreements"). Under the terms of the Cash Settled Forward Agreements, such Mantle Ridge Funds are required to pay to the counterparty any decrease in, and have the right to receive from the counterparty any increase in, the market price of the referenced notional number of shares of Common Stock during a period determined in accordance with the Cash Settled Forward Agreement around each valuation date compared with a forward price (which includes a financing charge) agreed by the parties, as adjusted. The forward price is subject to adjustment to account for any cash dividends or distributions declared by the Issuer. Such Mantle Ridge Fund may elect to terminate the Cash Settled Forward Agreement early, in which case the valuation date will occur on such early termination date. F6 · security: (Continued from footnote 5) The Cash Settled Forward Agreements are being partially unwound and the unwind payment was determined based on the difference between the settlement price reported in column 2 and the forward price of the Cash Settled Forward Agreement. F9 · derivative.exercise_price: Represents the settlement price associated with the applicable Cash Settled Forward Agreements. Such settlement price is a Volume Weighted Average Price (VWAP) price paid in accordance with the terms of the Cash Settled Forward Agreement. F5 · kind: Certain of the Mantle Ridge Funds previously entered into certain cash-settled forward transactions (the "Cash Settled Forward Agreements"). Under the terms of the Cash Settled Forward Agreements, such Mantle Ridge Funds are required to pay to the counterparty any decrease in, and have the right to receive from the counterparty any increase in, the market price of the referenced notional number of shares of Common Stock during a period determined in accordance with the Cash Settled Forward Agreement around each valuation date compared with a forward price (which includes a financing charge) agreed by the parties, as adjusted. The forward price is subject to adjustment to account for any cash dividends or distributions declared by the Issuer. Such Mantle Ridge Fund may elect to terminate the Cash Settled Forward Agreement early, in which case the valuation date will occur on such early termination date. F6 · kind: (Continued from footnote 5) The Cash Settled Forward Agreements are being partially unwound and the unwind payment was determined based on the difference between the settlement price reported in column 2 and the forward price of the Cash Settled Forward Agreement. F5 · price: Certain of the Mantle Ridge Funds previously entered into certain cash-settled forward transactions (the "Cash Settled Forward Agreements"). Under the terms of the Cash Settled Forward Agreements, such Mantle Ridge Funds are required to pay to the counterparty any decrease in, and have the right to receive from the counterparty any increase in, the market price of the referenced notional number of shares of Common Stock during a period determined in accordance with the Cash Settled Forward Agreement around each valuation date compared with a forward price (which includes a financing charge) agreed by the parties, as adjusted. The forward price is subject to adjustment to account for any cash dividends or distributions declared by the Issuer. Such Mantle Ridge Fund may elect to terminate the Cash Settled Forward Agreement early, in which case the valuation date will occur on such early termination date. F6 · price: (Continued from footnote 5) The Cash Settled Forward Agreements are being partially unwound and the unwind payment was determined based on the difference between the settlement price reported in column 2 and the forward price of the Cash Settled Forward Agreement. F1 · ownership.nature: In addition to Mantle Ridge LP, a Delaware limited partnership ("Mantle Ridge"), this Form 4 is being filed jointly by MR BridgeStone Advisor LLC, a Delaware limited liability company ("MR BridgeStone") and Paul C. Hilal, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as Mantle Ridge and may be deemed to have a pecuniary interest in securities reported on this Form 4 (the "Subject Securities"). All Subject Securities reported on this Form 4 are rounded up to the nearest whole share. F2 · ownership.nature: MR BridgeStone, a wholly owned subsidiary of Mantle Ridge, advises the accounts of MR BridgeStone Offshore Fund AB Ltd and MR BridgeStone Offshore Fund CA 01 Ltd, each a Cayman Islands exempted company (all such funds and their subsidiaries together, the "Mantle Ridge Funds"). F3 · ownership.nature: MR BridgeStone, as the investment adviser to the Mantle Ridge Funds, and Mantle Ridge, as the sole member of MR BridgeStone, each 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. By virtue of Paul C. Hilal's position as ultimately controlling MR BridgeStone and Mantle Ridge, Paul C. Hilal 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. F4 · ownership.nature: Paul C. Hilal is a member of the board of directors of the Issuer, and as a result, each of the Reporting Persons are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934. F7 · ownership.nature: The reported transactions relate to a partial unwind of certain Cash Settled Forward Agreements in MR BridgeStone Offshore Fund CA 01 Ltd. They were mandated by a contractual commitment entered into at the time of that entity's funding in the summer of 2019. They collectively represent less than two one hundredths of the Reporting Persons' economic exposure to the Issuer. The transactions were effected solely for the purpose of fulfilling such commitment, and solely to the extent required to satisfy it. The timing of these transactions was determined by the contractual obligation described above, and the Issuer's trading blackout period, which expired on the second trading day after the Issuer's February 4th earnings release. With the completion of the transactions reported herein, such contractual commitment is fully and completely satisfied. This was the only unwind or sale or delevering commitment within the Mantle Ridge Funds. There are no others outstanding. F8 · ownership.nature: (Continued from footnote 7) The Reporting Persons have no plans to effect additional transactions, though expressly reserve the right to do so. Read SEC document |
| February 10, 2020 Filed Feb 11, 2020 01:44 UTC |
Mantle Ridge LPDirector by deputization
MR BridgeStone Advisor LLCDirector by deputization
Hilal Paul CDirector
|
OtherCash Settled Forward Contracts · Derivative | 68,390 | $0.00 Strike: $41.12 | $0.00 |
DisclosureSEC source: 0000899243-20-003885 · doc4.xml · derivative · entry 17 Mantle Ridge LP · CIK 0001695459 · Director by deputization MR BridgeStone Advisor LLC · CIK 0001785605 · Director by deputization Hilal Paul C · CIK 0001413084 · Director Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 437,610 Underlying: Common Stock · 68,390 shares Expires 2024-07-16 F5 · security: Certain of the Mantle Ridge Funds previously entered into certain cash-settled forward transactions (the "Cash Settled Forward Agreements"). Under the terms of the Cash Settled Forward Agreements, such Mantle Ridge Funds are required to pay to the counterparty any decrease in, and have the right to receive from the counterparty any increase in, the market price of the referenced notional number of shares of Common Stock during a period determined in accordance with the Cash Settled Forward Agreement around each valuation date compared with a forward price (which includes a financing charge) agreed by the parties, as adjusted. The forward price is subject to adjustment to account for any cash dividends or distributions declared by the Issuer. Such Mantle Ridge Fund may elect to terminate the Cash Settled Forward Agreement early, in which case the valuation date will occur on such early termination date. F6 · security: (Continued from footnote 5) The Cash Settled Forward Agreements are being partially unwound and the unwind payment was determined based on the difference between the settlement price reported in column 2 and the forward price of the Cash Settled Forward Agreement. F9 · derivative.exercise_price: Represents the settlement price associated with the applicable Cash Settled Forward Agreements. Such settlement price is a Volume Weighted Average Price (VWAP) price paid in accordance with the terms of the Cash Settled Forward Agreement. F5 · kind: Certain of the Mantle Ridge Funds previously entered into certain cash-settled forward transactions (the "Cash Settled Forward Agreements"). Under the terms of the Cash Settled Forward Agreements, such Mantle Ridge Funds are required to pay to the counterparty any decrease in, and have the right to receive from the counterparty any increase in, the market price of the referenced notional number of shares of Common Stock during a period determined in accordance with the Cash Settled Forward Agreement around each valuation date compared with a forward price (which includes a financing charge) agreed by the parties, as adjusted. The forward price is subject to adjustment to account for any cash dividends or distributions declared by the Issuer. Such Mantle Ridge Fund may elect to terminate the Cash Settled Forward Agreement early, in which case the valuation date will occur on such early termination date. F6 · kind: (Continued from footnote 5) The Cash Settled Forward Agreements are being partially unwound and the unwind payment was determined based on the difference between the settlement price reported in column 2 and the forward price of the Cash Settled Forward Agreement. F5 · price: Certain of the Mantle Ridge Funds previously entered into certain cash-settled forward transactions (the "Cash Settled Forward Agreements"). Under the terms of the Cash Settled Forward Agreements, such Mantle Ridge Funds are required to pay to the counterparty any decrease in, and have the right to receive from the counterparty any increase in, the market price of the referenced notional number of shares of Common Stock during a period determined in accordance with the Cash Settled Forward Agreement around each valuation date compared with a forward price (which includes a financing charge) agreed by the parties, as adjusted. The forward price is subject to adjustment to account for any cash dividends or distributions declared by the Issuer. Such Mantle Ridge Fund may elect to terminate the Cash Settled Forward Agreement early, in which case the valuation date will occur on such early termination date. F6 · price: (Continued from footnote 5) The Cash Settled Forward Agreements are being partially unwound and the unwind payment was determined based on the difference between the settlement price reported in column 2 and the forward price of the Cash Settled Forward Agreement. F1 · ownership.nature: In addition to Mantle Ridge LP, a Delaware limited partnership ("Mantle Ridge"), this Form 4 is being filed jointly by MR BridgeStone Advisor LLC, a Delaware limited liability company ("MR BridgeStone") and Paul C. Hilal, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as Mantle Ridge and may be deemed to have a pecuniary interest in securities reported on this Form 4 (the "Subject Securities"). All Subject Securities reported on this Form 4 are rounded up to the nearest whole share. F2 · ownership.nature: MR BridgeStone, a wholly owned subsidiary of Mantle Ridge, advises the accounts of MR BridgeStone Offshore Fund AB Ltd and MR BridgeStone Offshore Fund CA 01 Ltd, each a Cayman Islands exempted company (all such funds and their subsidiaries together, the "Mantle Ridge Funds"). F3 · ownership.nature: MR BridgeStone, as the investment adviser to the Mantle Ridge Funds, and Mantle Ridge, as the sole member of MR BridgeStone, each 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. By virtue of Paul C. Hilal's position as ultimately controlling MR BridgeStone and Mantle Ridge, Paul C. Hilal 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. F4 · ownership.nature: Paul C. Hilal is a member of the board of directors of the Issuer, and as a result, each of the Reporting Persons are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934. F7 · ownership.nature: The reported transactions relate to a partial unwind of certain Cash Settled Forward Agreements in MR BridgeStone Offshore Fund CA 01 Ltd. They were mandated by a contractual commitment entered into at the time of that entity's funding in the summer of 2019. They collectively represent less than two one hundredths of the Reporting Persons' economic exposure to the Issuer. The transactions were effected solely for the purpose of fulfilling such commitment, and solely to the extent required to satisfy it. The timing of these transactions was determined by the contractual obligation described above, and the Issuer's trading blackout period, which expired on the second trading day after the Issuer's February 4th earnings release. With the completion of the transactions reported herein, such contractual commitment is fully and completely satisfied. This was the only unwind or sale or delevering commitment within the Mantle Ridge Funds. There are no others outstanding. F8 · ownership.nature: (Continued from footnote 7) The Reporting Persons have no plans to effect additional transactions, though expressly reserve the right to do so. Read SEC document |
Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.