Amended Statement of Beneficial Ownership (sc 13d/a)
April 10 2014 - 5:31PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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_______________
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SCHEDULE 13D/A
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INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
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Under the Securities Exchange Act of 1934
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(Amendment No. 2)
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Outerwall
Inc.
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(Name of Issuer)
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Common Stock,
par value $0.001 per share
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(Title of Class of Securities)
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690070107
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(CUSIP Number)
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Marc Weingarten, Esq.
Eleazer Klein, Esq.
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919 Third Avenue
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New York, New York 10022
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(212) 756-2000
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(Name, Address and Telephone Number of Person
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Authorized to Receive Notices and Communications)
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April 8,
2014
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(Date of Event which Requires
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Filing of this Schedule)
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If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f)
or 13d-1(g), check the following box. [ ]
NOTE:
Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 5 Pages)
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The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP 690070107
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SCHEDULE 13D/A
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Page
2
of 5 Pages
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1
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NAME OF REPORTING PERSON
JANA PARTNERS LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
997,041
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
997,041
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
997,041
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item
5)
4.9%
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14
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TYPE OF REPORTING PERSON
IA
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CUSIP 690070107
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SCHEDULE 13D/A
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Page
3
of 5 Pages
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This Amendment No. 2 (“
Amendment
No. 2
”) amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the “
SEC
”)
on October 4, 2013 (the “
Original Schedule 13D
”) and Amendment No. 1 to the Schedule 13D filed with the SEC
on March 10, 2014 (“Amendment No. 1, and together with the Original Schedule 13D and this Amendment No. 2, the “
Schedule
13D
”) with respect to the shares ("
Shares
") of common stock, par value $0.001 per share, of Outerwall
Inc., a Delaware corporation (the "
Issuer
"). Capitalized terms used herein and not otherwise defined in this Amendment
No. 2 have the meanings set forth in the Schedule 13D. This Amendment No. 2 amends Items 3, 4, 5 and 7 as set forth below. This
Amendment No. 2 constitutes an “exit filing” with respect to the Reporting Persons.
Item 3.
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SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
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Item 3 of the Schedule 13D is hereby amended and
restated as follows:
The 977,041 Shares reported herein by the Reporting
Person were acquired at an aggregate purchase price of approximately $43.4 million. Such Shares were acquired with investment funds
in accounts managed by the Reporting Person.
Item 4.
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PURPOSE OF TRANSACTION.
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Item 4 of the Schedule 13D is hereby amended and supplemented by
the addition of the following:
The Reporting Person has reduced the size of
its investment in the Shares of the Issuer through regular portfolio management activities. The Reporting Person is highly supportive
of the recent steps taken by the Issuer’s board and management, in particular the Issuer’s commitment to improving
capital allocation discipline, increasing its return of capital to shareholders, and driving cost efficiencies.
Item 5.
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INTEREST IN SECURITIES OF THE COMPANY.
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Items 5(a), (b), (c) and (e) of the Schedule
13D are hereby amended and restated in their entirety as follows:
(a) The aggregate percentage of Shares
reported to be beneficially owned by the Reporting Person is based upon 20,392,395 Shares outstanding, which is the total number
of Shares outstanding following the settlement of the Issuer’s tender offer which expired on March 7, 2014 as reported in
the Issuer's press release filed as an exhibit to its amendment to Schedule TO filed on March 13, 2014.
At the close of business on April 10,
2014, the Reporting Person may be deemed to beneficially own 997,041 Shares, constituting approximately 4.9% of the Shares outstanding.
(b) The Reporting Person has sole voting
and dispositive powers over 997,041 Shares, which powers are exercised by the Principal.
(c) Information concerning transactions
in the Shares effected by the Reporting Person since Amendment No. 1 is set forth in
Exhibit A
hereto and is incorporated
herein by reference. All of the transactions in Shares listed hereto were effected in the open market on the NASDAQ Global Select
Market through various brokerage entities.
(e) April 8, 2014
CUSIP 690070107
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SCHEDULE 13D/A
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Page
4
of 5 Pages
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Item 7.
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MATERIAL TO BE FILED AS EXHIBITS.
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Exhibit A:
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Transactions in the Shares Since Amendment No. 1
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CUSIP 690070107
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SCHEDULE 13D/A
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Page
5
of 5 Pages
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SIGNATURES
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: April 10, 2014
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JANA PARTNERS LLC
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By:
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/s/ Jennifer Fanjiang
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Name:
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Jennifer Fanjiang
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Title:
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General Counsel
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Outerwall Inc. (NASDAQ:OUTR)
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