Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
The information required in 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).
|
|
|
|
|
|
|
1.
|
|
Names of
Reporting Persons
Macquarie Group Limited
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☒ (b) ☐
|
3.
|
|
SEC Use Only
|
4.
|
|
Citizenship or Place of
Organization
Sydney, New South Wales Australia
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
5.
|
|
Sole Voting Power
0
|
|
6.
|
|
Shared Voting Power
0
|
|
7.
|
|
Sole Dispositive Power
0
|
|
8.
|
|
Shared Dispositive Power
0
|
9.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
23,246,174 deemed beneficially owned due to reporting persons ownership of Macquarie Bank Limited, Macquarie Investment Management
Limited, Macquarie Investment Management Austria Kapitalanlage AG, Macquarie Investment Management Australia Limited, Macquarie Funds Management Hong Kong Limited, Delaware Management Holdings Inc. and Delaware Management Business Trust whose
individual holdings are shown on the following forms.
|
10.
|
|
Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions) ☐
|
11.
|
|
Percent of Class Represented by Amount
in Row (9)
5.56%
|
12.
|
|
Type of Reporting Person (See
Instructions)
HC
|
Page 2 of 18
|
|
|
|
|
|
|
1.
|
|
Names of
Reporting Persons
Macquarie Bank Limited
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☒ (b) ☐
|
3.
|
|
SEC Use Only
|
4.
|
|
Citizenship or Place of
Organization
Sydney, New South Wales, Australia
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
5.
|
|
Sole Voting Power
0
|
|
6.
|
|
Shared Voting Power
0
|
|
7.
|
|
Sole Dispositive Power
0
|
|
8.
|
|
Shared Dispositive Power
0
|
9.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
23,246,174 Macquarie Investment Management Limited, Macquarie Investment Management Austria Kapitalanlage AG, Macquarie Investment
Management Australia Limited, Macquarie Funds Management Hong Kong Limited, Delaware Management Holdings Inc. and Delaware Management Business Trust whose individual holdings are shown on the following forms.
|
10.
|
|
Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions) ☐
|
11.
|
|
Percent of Class Represented by Amount
in Row (9)
5.56%
|
12.
|
|
Type of Reporting Person (See
Instructions)
CO
|
Page 3 of 18
|
|
|
|
|
|
|
1.
|
|
Names of
Reporting Persons
Macquarie Investment Management Limited
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☒ (b) ☐
|
3.
|
|
SEC Use Only
|
4.
|
|
Citizenship or Place of
Organization
Sydney, New South Wales, Australia
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
5.
|
|
Sole Voting Power
9,400
|
|
6.
|
|
Shared Voting Power
0
|
|
7.
|
|
Sole Dispositive Power
9,400
|
|
8.
|
|
Shared Dispositive Power
0
|
9.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
9,400
|
10.
|
|
Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions) ☐
|
11.
|
|
Percent of Class Represented by Amount
in Row (9)
0%
|
12.
|
|
Type of Reporting Person (See
Instructions)
CO
|
Page 4 of 18
|
|
|
|
|
|
|
1.
|
|
Names of
Reporting Persons
Macquarie Investment Management Austria Kapitalanlage
AG
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☒ (b) ☐
|
3.
|
|
SEC Use Only
|
4.
|
|
Citizenship or Place of
Organization
Sydney, New South Wales, Australia
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
5.
|
|
Sole Voting Power
132,126
|
|
6.
|
|
Shared Voting Power
0
|
|
7.
|
|
Sole Dispositive Power
132,126
|
|
8.
|
|
Shared Dispositive Power
0
|
9.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
132,126
|
10.
|
|
Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions) ☐
|
11.
|
|
Percent of Class Represented by Amount
in Row (9)
0.03%
|
12.
|
|
Type of Reporting Person (See
Instructions)
CO
|
Page 5 of 18
|
|
|
|
|
|
|
1.
|
|
Names of
Reporting Persons
Macquarie
Funds Management Hong Kong
Limited
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☒ (b) ☐
|
3.
|
|
SEC Use Only
|
4.
|
|
Citizenship or Place of
Organization
Sydney, New South Wales, Australia
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
5.
|
|
Sole Voting Power
700
|
|
6.
|
|
Shared Voting Power
0
|
|
7.
|
|
Sole Dispositive Power
700
|
|
8.
|
|
Shared Dispositive Power
0
|
9.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
700
|
10.
|
|
Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions) ☐
|
11.
|
|
Percent of Class Represented by Amount
in Row (9)
0%
|
12.
|
|
Type of Reporting Person (See
Instructions)
CO
|
Page 6 of 18
|
|
|
|
|
|
|
1.
|
|
Names of
Reporting Persons
Macquarie
Investment Management Australia
Limited
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☒ (b) ☐
|
3.
|
|
SEC Use Only
|
4.
|
|
Citizenship or Place of
Organization
Sydney, New South Wales, Australia
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
5.
|
|
Sole Voting Power
11,200
|
|
6.
|
|
Shared Voting Power
0
|
|
7.
|
|
Sole Dispositive Power
11,200
|
|
8.
|
|
Shared Dispositive Power
0
|
9.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
11,200
|
10.
|
|
Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions) ☐
|
11.
|
|
Percent of Class Represented by Amount
in Row (9)
0%
|
12.
|
|
Type of Reporting Person (See
Instructions)
CO
|
Page 7 of 18
|
|
|
|
|
|
|
1.
|
|
Names of
Reporting Persons
Delaware Management Holdings Inc.
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☒ (b) ☐
|
3.
|
|
SEC Use Only
|
4.
|
|
Citizenship or Place of
Organization
State of Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
5.
|
|
Sole Voting Power
22,490,732
|
|
6.
|
|
Shared Voting Power
0
|
|
7.
|
|
Sole Dispositive Power
22,490,732
|
|
8.
|
|
Shared Dispositive Power
0
|
9.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
23,092,748 deemed beneficially owned due to reporting persons ownership of Delaware Management Business Trust
|
10.
|
|
Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions) ☒
|
11.
|
|
Percent of Class Represented by Amount
in Row (9)
5.53%
|
12.
|
|
Type of Reporting Person (See
Instructions)
HC
|
Page 8 of 18
|
|
|
|
|
|
|
1.
|
|
Names of
Reporting Persons
Delaware Management Business Trust
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☒ (b) ☐
|
3.
|
|
SEC Use Only
|
4.
|
|
Citizenship or Place of
Organization
State of Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
5.
|
|
Sole Voting Power
22,490,732
|
|
6.
|
|
Shared Voting Power
0
|
|
7.
|
|
Sole Dispositive Power
22,490,732
|
|
8.
|
|
Shared Dispositive Power
0
|
9.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
23,092,748
|
10.
|
|
Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions) ☒
|
11.
|
|
Percent of Class Represented by Amount
in Row (9)
5.53%
|
12.
|
|
Type of Reporting Person (See
Instructions)
IA
|
Page 9 of 18
CA Inc.
|
(b)
|
Address of Issuers Principal Executive Offices
|
520 Madison Avenue, New York, New York,
10022 United States.
|
(a)
|
Name of Person Filing
|
This Schedule 13G is jointly filed by Macquarie Group Limited, Macquarie
Bank Limited, Macquarie Investment Management Ltd., Macquarie Investment Management Australia Limited, Macquarie Funds Management Hong Kong Limited, Delaware Management Holdings, Inc., Delaware Management Business Trust and Macquarie Investment
Management Austria Kapitalanlage AG.
|
(b)
|
Address of Principal Business Office or, if none, Residence
|
The principal business address of
Macquarie Group Limited, Macquarie Bank Limited, Macquarie Investment Management Ltd and Macquarie Investment Management Australia Limited is 50 Martin Place Sydney, New South Wales, Australia. The principal business address of Macquarie Funds
Management Hong Kong Limited is Level 18, Once International Finance Centre, 1 Harbour View Street, Hong Kong. The principal business address of Delaware Management Holdings Inc. and Delaware Management Business Trust is 2005 Market Street,
Philadelphia, PA 19103. The principal business address of Macquarie Investment Management Austria Kapitalanlage AG is L3, Kaerntner Strasse 28, Vienna C4 1010.
Macquarie Group Limited, Macquarie Bank Limited, Macquarie Investment Management
Ltd., Macquarie Investment Management Australia Limited - Sydney, New South Wales, Australia Corporation
Delaware Management Holdings Inc.
and Delaware Management Business Trust incorporated or formed under the laws of the State of Delaware.
Macquarie Funds Management
Hong Kong Limited Hong Kong
Macquarie Investment Management Austria Kapitalanlage AG Vienna
|
(d)
|
Title of Class of Securities
|
Common Stock
12673P105
Item 3.
|
If this statement is filed pursuant to
§§240.13d-1(b)
or
240.13d-2(b)
or (c), check whether the person filing is a:
|
|
|
|
|
|
|
|
|
(a)
|
|
☐
|
|
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
|
|
|
|
(b)
|
|
☐
|
|
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
|
|
|
|
(c)
|
|
☐
|
|
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
|
|
|
|
(d)
|
|
☐
|
|
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
|
|
|
|
(e)
|
|
☒
|
|
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
|
|
|
|
(f)
|
|
☐
|
|
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
|
|
|
|
(g)
|
|
☒
|
|
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
|
|
|
|
(h)
|
|
☐
|
|
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
|
|
|
(i)
|
|
☐
|
|
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
|
Page 10 of 18
|
|
|
|
|
(j)
|
|
☐
|
|
A
non-U.S.
institution in accordance with § 240.13d1(b)(1)(ii)(J);
|
|
|
|
(k)
|
|
☐
|
|
Group, in accordance with § 240.13d1(b)(1)(ii)(K). If filing as a
non-U.S.
institution in accordance with § 240.13d1(b)(1)(ii)(J), please specify the type of
institution:
|
Provide the following information regarding the aggregate number and percentage of the class
of securities of the issuer identified in Item 1.
|
(a)
|
Amount beneficially owned:
|
See responses on the cover page hereto.
See responses on the cover page hereto.
|
(c)
|
Number of shares as to which the person has:
|
|
(i)
|
Sole power to vote or to direct the vote
|
See responses on the cover page hereto.
|
(ii)
|
Shared power to vote or to direct the vote
|
0
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
See responses on the cover page hereto.
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
0
Item 5.
|
Ownership of Five Percent or Less of a Class
|
If this statement is being filed to report the fact that
as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person
|
Not applicable.
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
|
See Exhibit A.
Item 8.
|
Identification and Classification of Members of the Group
|
Not applicable.
Item 9.
|
Notice of Dissolution of Group
|
Not applicable.
Page 11 of 18
By signing below I certify that, to the best of my knowledge and belief, the securities
referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction having that purpose or effect.
Signature
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.
|
|
|
|
|
Macquarie Group Limited
|
|
|
|
14 February, 2017
|
|
|
|
|
Date
|
|
|
|
/s/ Gus Wong
|
|
|
|
/s/ Charles
Glorioso
|
Signature
|
|
|
|
Signature
|
|
|
|
|
|
|
|
|
Gus Wong
Attorney-in-Fact
|
|
|
|
Charles Glorioso
Division Director
|
|
|
|
Macquarie Bank Limited
|
|
|
|
14 February, 2017
|
|
|
|
|
Date
|
|
|
|
/s/ Gus Wong
|
|
|
|
/s/ Charles
Glorioso
|
Signature
|
|
|
|
Signature
|
|
|
|
|
|
|
|
|
Gus Wong
Attorney-in-Fact
|
|
|
|
Charles Glorioso
Division Director
|
|
|
|
Macquarie Investment Management Ltd
Macquarie Investment Management Australia Limited
|
|
|
|
14 February, 2017
|
|
|
|
|
Date
|
|
|
|
/s/ Gus Wong
|
|
|
|
/s/ Charles
Glorioso
|
Signature
|
|
|
|
Signature
|
|
|
|
|
|
|
|
|
Gus Wong
Attorney-in-Fact
|
|
|
|
Charles Glorioso
Division Director
|
|
|
|
Macquarie Investment Management Austria Kapitalanlage AG
|
|
|
|
14 February, 2017
|
|
|
|
|
Date
|
|
|
|
/s/ Gus Wong
|
|
|
|
/s/ Charles
Glorioso
|
Signature
|
|
|
|
Signature
|
|
|
|
|
|
|
|
|
Gus Wong
Attorney-in-Fact
|
|
|
|
Charles Glorioso
Division Director
|
Page 12 of 18
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.
|
|
|
|
|
Delaware Management Holdings, Inc
|
|
|
|
14 February, 2017
|
|
|
|
|
Date
|
|
|
|
/s/ Brian L.
Murray
|
|
|
|
|
Signature
|
|
|
|
|
|
|
|
|
|
|
|
|
Brian L. Murray
Chief Compliance Officer
|
|
|
|
|
|
|
|
Delaware Management Business Trust
|
|
|
|
14 February, 2017
|
|
|
|
|
Date
|
|
|
|
/s/ Brian L.
Murray
|
|
|
|
|
Signature
|
|
|
|
|
|
|
|
|
|
|
|
|
Brian L. Murray
Chief Compliance Officer
|
|
|
|
|
Page 13 of 18
EXHIBIT A
AGREEMENT TO FILE JOINT ACQUISITION STATEMENTS
AGREEMENT made
this 11th day of FEBRUARY, 2016 by and between Delaware Investments Family of Funds listed on Annex A hereto, Delaware Management Business Trust, Delaware Management Holdings, Inc, and the Macquarie Parties listed on Annex B hereto (collectively
referred to as the parties).
WHEREAS, the parties hereto may be deemed to be the direct or indirect beneficial owners of the same equity
securities for the purpose of the reporting requirements of Section 13(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act), and
WHEREAS, the regulations promulgated under Section 13(d) of the Exchange Act permit the joining of such beneficial owners in the filing of a single Joint
Acquisition Statement reporting such ownership to the Securities and Exchange Commission.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, and each of the parties hereto intending to be legally bound, it is agreed as follows:
1. In the event that any two or more parties shall be
deemed to be the direct or indirect beneficial owners of the same equity security required to be reported to the Securities and Exchange Commission such parties may join together in the filing of a Joint Acquisition Statement with respect to that
security. Additional persons who may after the date hereof be deemed to be the direct or indirect beneficial owners of the same equity security as a party hereto and required to be reported to the Securities and Exchange Commission (a New
Party) may be added as a party this agreement by signing a counterpart hereof. An amendment to this agreement is deemed effective upon the signature of such new party and the amendment of the applicable Annex which may be affixed to this
agreement as amended. Each party hereto agrees that this agreement, as it may be amended from time to time as provided herein, is a valid and binding agreement of each such party.
2. With respect to each Joint Acquisition Statement in which a party joins, each party acknowledges that (a) it will be eligible under applicable
regulations of the Securities and Exchange Commission to join in the filing and (b) it will be responsible for the timely filing of such statement and any amendments thereto and the completeness and accuracy of the information concerning such
party; but each such party shall not be responsible for the completeness and accuracy of the information concerning the other parties making the filing, unless such party knows or has reason to believe that such information with respect to such
other parties is inaccurate.
3. The parties consent to the inclusion of a copy of this agreement as an exhibit to any Joint Acquisition Statement filed
on behalf of any of them.
Page 14 of 18
IN WITNESS WHEREOF, the parties hereto have executed this agreement by their duly authorized officers as of the
date set forth above.
DELAWARE INVESTMENTS FAMILY OF FUNDS (listed on Annex A hereto)
ATTEST BY:
|
|
|
|
|
/s/ Brian L.
Murray
|
|
|
|
/s/ David
Connor
|
Signature
|
|
|
|
Signature
|
|
|
|
|
|
|
|
|
Brian L. Murray
Chief Compliance Officer
|
|
|
|
David Connor
General Counsel
|
DELAWARE MANAGEMENT BUSINESS TRUST
|
|
|
|
|
/s/ Brian L.
Murray
|
|
|
|
/s/ David
Connor
|
Signature
|
|
|
|
Signature
|
|
|
|
|
|
|
|
|
Brian L. Murray
Chief Compliance Officer
|
|
|
|
David Connor
General Counsel
|
DELAWARE MANAGEMENT HOLDINGS, INC.
|
|
|
|
|
/s/ Brian L.
Murray
|
|
|
|
/s/ David
Connor
|
Signature
|
|
|
|
Signature
|
|
|
|
|
|
|
|
|
Brian L. Murray
Chief Compliance Officer
|
|
|
|
David Connor
General Counsel
|
THE MACQUARIE PARTIES (LISTED ON ANNEX B HERETO)
ATTEST BY:
|
|
|
|
|
/s/ Gus Wong
|
|
|
|
/s/ Charles Glorioso
|
Signature
|
|
|
|
Signature
|
|
|
|
|
|
|
|
|
Gus Wong
Attorney-in-Fact
|
|
|
|
Charles Glorioso
Division Director
|
Page 15 of 18
Annex A Delaware Investments Family of Funds
DELAWARE GROUP EQUITY FUNDS I
DELAWARE GROUP EQUITY FUNDS II
DELAWARE GROUP EQUITY FUNDS III
DELAWARE GROUP EQUITY FUNDS
IV
DELAWARE GROUP EQUITY FUNDS V
DELAWARE GROUP INCOME
FUNDS
DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS
DELAWARE
GROUP CASH RESERVE
DELAWARE GROUP GOVERNMENT FUND
DELAWARE
GROUP STATE
TAX-FREE
INCOME TRUST
DELAWARE GROUP
TAX-FREE
FUND
DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS
DELAWARE
GROUP
TAX-FREE
MONEY FUND
DELAWARE GROUP ADVISER FUNDS
DELAWARE VIP TRUST
DELAWARE POOLED TRUST
DELAWARE GROUP FOUNDATION FUNDS
DELAWARE INVESTMENTS DIVIDEND
AND INCOME FUND, INC.
DELAWARE ENHANCED GLOBAL DIVIDEND AND INCOME FUND
VOYAGEUR INSURED FUNDS
VOYAGEUR INTERMEDIATE TAX FREE FUNDS
VOYAGEUR MUTUAL FUNDS
VOYAGEUR MUTUAL FUNDS II
VOYAGEUR MUTUAL FUNDS III
VOYAGEUR TAX FREE FUNDS
DELAWARE INVESTMENTS COLORADO MUNICIPAL INCOME FUND, INC.
DELAWARE INVESTMENTS NATIONAL MUNICIPAL INCOME FUND
DELAWARE
INVESTMENTS MINNESOTA MUNICIPAL INCOME FUND II, INC.
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Annex B the Macquarie Parties
Macquarie Group Limited
Macquarie Bank Limited
Macquarie Affiliated Managers (USA) Inc.
Macquarie Affiliated
Managers Holdings (USA) Inc.
Macquarie Americas Holdings Pty Ltd.
Macquarie B.H. Pty Limited
Macquarie FG Holdings Inc.
Macquarie Funding Holdings Inc.
Macquarie Investment Management
Limited
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EXHIBIT B
Powers of Attorney for Macquarie Group Limited and Macquarie Bank Limited incorporated by reference to 13G filings made by Macquarie Group Limited and
Macquarie Bank Limited on September 9, 2011.
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