Statement of Changes in Beneficial Ownership (4)
November 28 2014 - 5:18PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
SPO ADVISORY CORP
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2. Issuer Name
and
Ticker or Trading Symbol
EQUINIX INC
[
EQIX
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
591 REDWOOD HIGHWAY, SUITE 3215
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/25/2014
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(Street)
MILL VALLEY, CA 94941
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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11/25/2014
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J
(4)
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130753
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A
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$0
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5616449
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I
(1)
(2)
(3)
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See footnotes
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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The entities receiving these shares are SPO Partners II, L.P. ("SPO Partners"), which received 121,747 shares, San Francisco Partners, L.P. ("SF Partners"), which received 7,802 shares, and Phoebe Snow Foundation ("PSF"), which received 1,204 shares. The shares were received as the result of a stock dividend.
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(
2)
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As a result of the receipt causing this filing, 5,278,147 shares of the issuer's common stock are owned directly by SPO Partners, and may be deemed to be indirectly beneficially owned by (i) SPO Advisory Partners, L.P ("SPO Advisory"), the sole general partner of SPO Partners, (ii) SPO Advisory Corp. ("SPO Corp."), the sole general partner of SPO Advisory, and (iii) John H. Scully ("JHS"), Edward H. McDermott ("EHM") and Eli J. Weinberg ("EJW"), the three controlling persons of SPO Corp. Additionally, as a result of the receipt, 338,302 shares of the issuer's common stock are owned directly by SF Partners, and may be deemed to be indirectly beneficially owned by (i) SF Advisory Partners, L.P. ("SF Advisory"), the sole general partner of SF Partners, (ii) SPO Corp., the sole general partner of SF Advisory, and (iii) JHS, EHM and EJW, the three controlling persons of SPO Corp.
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(
3)
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Additionally, as a result of the receipt, 52,204 shares of the issuer's common stock are owned directly by PSF.
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(
4)
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On October 16, 2014, the issuer announced a special dividend distribution, payable to all holders of record of common stock on October 27, 2014, of $7.57 for each share of common stock outstanding. Shareholders had the option to elect stock or cash in the transaction, provided that the total amount of cash payable to all stockholders in the distribution would be limited to a maximum of $83.2 million, with any remaining balance paid in stock. The reporting persons elected to receive 100% cash in the distribution. On November 25, 2014, the payment date, the results of the elections and the applicable proration were confirmed. As a result of proration of their cash election, the reporting persons received a portion of the dividend payment as a stock distribution.
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Remarks:
The individuals listed in Notes (1), (2) and (3) above (each a "Reporting Person") may be deemed to form a "group", as such term is defined in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934, for purposes of this filing. This filing shall not be deemed as an admission by any Reporting Person that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by this statement. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of such person's pecuniary interest, if any, therein.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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SPO ADVISORY CORP
591 REDWOOD HIGHWAY, SUITE 3215
MILL VALLEY, CA 94941
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X
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SPO ADVISORY PARTNERS LP
591 REDWOOD HIGHWAY, SUITE 3215
MILL VALLEY, CA 94941
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X
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SPO PARTNERS II LP
591 REDWOOD HIGHWAY, SUITE 3215
MILL VALLEY, CA 94941
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X
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SAN FRANCISCO PARTNERS LP
591 REDWOOD HIGHWAY, SUITE 3215
MILL VALLEY, CA 94941
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X
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SF ADVISORY PARTNERS LP
591 REDWOOD HIGHWAY , SUITE 3215
MILL VALLEY, CA 94941
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X
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MCDERMOTT EDWARD H
591 REDWOOD HIGHWAY , SUITE 3215
MILL VALLEY, CA 94941
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X
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PHOEBE SNOW FOUNDATION
591 REDWOOD HIGHWAY , SUITE 3215
MILL VALLEY, CA 94941
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X
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SCULLY JOHN H
591 REDWOOD HIGHWAY, SUITE 3215
MILL VALLEY, CA 94941
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X
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WEINBERG ELI J
591 REDWOOD HIGHWAY , SUITE 3215
MILL VALLEY, CA 94941
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X
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Signatures
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Kim M. Silva, Attorney in fact
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11/28/2014
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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