Amended Statement of Beneficial Ownership (sc 13d/a)
June 22 2017 - 9:06AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 6)
1
Autodesk, Inc.
(Name
of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
052769106
(CUSIP Number)
Michael D. Adamski, Esq.
Sachem Head Capital Management LP
250 West 55th Street, 34th Floor
New York, New York 10019
(212)
714-3300
Steve Wolosky, Esq.
Andrew Freedman, Esq.
Olshan Frome Wolosky LLP
1325 Avenue of the Americas
New York, New York 10019
(212)
451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
June 21, 2017
(Date of Event Which Requires
Filing of This Statement)
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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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
§ 240.13d-7 for other parties to whom copies are to be sent.
1
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.
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
).
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1
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NAME OF REPORTING PERSON
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Sachem Head Capital Management LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(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
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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6,642,681
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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6,642,681
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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6,642,681
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12
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CHECK BOX 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)
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3.0%
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14
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TYPE OF REPORTING PERSON
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IA
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1
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NAME OF REPORTING PERSON
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Uncas GP 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) ☐
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(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
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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|
BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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6,642,681
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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6,642,681
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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6,642,681
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12
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CHECK BOX 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)
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3.0%
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14
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TYPE OF REPORTING PERSON
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OO
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1
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NAME OF REPORTING PERSON
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Sachem Head GP 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) ☐
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(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
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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3,696,043
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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3,696,043
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,696,043
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12
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CHECK BOX 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)
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1.7%
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14
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TYPE OF REPORTING PERSON
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OO
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1
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NAME OF REPORTING PERSON
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Scott D. Ferguson
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(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
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|
|
|
|
|
|
|
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|
OO
|
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|
5
|
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF
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7
|
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
|
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SHARED VOTING POWER
|
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EACH
|
|
|
|
|
|
REPORTING
|
|
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|
6,642,681
|
|
PERSON WITH
|
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
|
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6,642,681
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
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|
|
|
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6,642,681
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|
12
|
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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3.0%
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14
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TYPE OF REPORTING PERSON
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IN
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This statement constitutes
Amendment No. 6 (“
Amendment No. 6
”) to the Schedule 13D relating to the common stock, par value $0.01 per share
(the "
Common Stock
"), of Autodesk, Inc. (the "
Issuer
"), and hereby amends the Schedule 13D filed
with the Securities and Exchange Commission (the “
SEC
”) on November 4, 2015 (the “
Initial Schedule
13D
”), as amended by Amendment No. 1 filed with the SEC on November 16, 2015, amended by Amendment No. 2 filed with
the SEC on December 1, 2015, amended by Amendment No. 3 filed with the SEC on March 11, 2016, amended by Amendment No. 4 filed
with the SEC on February 7, 2017, and amended by Amendment No. 5 filed with the SEC on June 19, 2017, on behalf of the Reporting
Persons (as defined in the Initial Schedule 13D), to furnish the additional information set forth herein. All capitalized terms
contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Initial Schedule 13D.
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Item 4.
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Purpose of Transaction.
|
Item 4 is hereby amended
to add the following:
On June 21, 2017, the Reporting
Persons sold a portion of their position in the Issuer for portfolio management purposes because the position’s significant
outperformance had caused it to become disproportionately large relative to the Reporting Persons’ other portfolio holdings.
As of the date of this Amendment No. 6, the Reporting Persons’ investment in the Common Stock of the Issuer remains the largest
position in the Reporting Persons’ portfolio.
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Item 5.
|
Interest in Securities of the Issuer
.
|
Item 5 is hereby amended
and restated to read as follows:
The aggregate percentage
of shares of Common Stock reported owned by each person named herein is based upon 220,391,696 shares outstanding, as of May 25,
2017, which is the total number of shares of Common Stock outstanding as reported in the Issuer’s Quarterly Report on Form
10-Q, filed with the Securities and Exchange Commission on May 31, 2017.
|
(a)
|
As of the date hereof, 2,681 shares of Common Stock underlying vested RSUs were owned directly
by Mr. Ferguson, which Sachem Head may be deemed to beneficially own. In addition, Sachem Head, as the investment adviser to the
Sachem Head Funds, may be deemed to beneficially own the 6,640,000 shares of Common Stock held in the Sachem Head Funds.
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Percentage: Approximately 3.0%
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(b)
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1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 6,642,681
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 6,642,681
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(c)
|
Sachem Head has not entered into any transactions in the shares of Common Stock since the filing
of Amendment No. 5 to the Schedule 13D. The transaction in the shares of Common Stock on behalf of the Sachem Head Funds since
the filing of Amendment No. 5 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
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(a)
|
As the general partner of Sachem Head, SH Management may be deemed to beneficially own the (i)
6,640,000 shares of Common Stock held in the Sachem Head Funds and (ii) 2,681 shares of Common Stock underlying vested RSUs owned
directly by Mr. Ferguson.
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Percentage: Approximately 3.0%
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(b)
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1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 6,642,681
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 6,642,681
|
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(c)
|
SH Management has not entered into any transactions in the shares of Common Stock since the filing
of Amendment No. 5 to the Schedule 13D. The transaction in the shares of Common Stock on behalf of the Sachem Head Funds since
the filing of Amendment No. 5 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
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(a)
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As the general partner SH and SHM, Sachem Head GP may be deemed to beneficially own the 3,696,043
shares of Common Stock collectively owned directly by SH and SHM.
|
Percentage: Approximately 1.7%
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(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 3,696,043
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 3,696,043
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(c)
|
Sachem Head GP has not entered into any transactions in the shares of Common Stock since the filing
of Amendment No. 5 to the Schedule 13D. The transaction in the shares of Common Stock on behalf of SH and SHM since the filing
of Amendment No. 5 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
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(a)
|
As of the date hereof, Mr. Ferguson directly owned 2,681 shares of Common Stock underlying vested
RSUs. In addition, Mr. Ferguson, as the managing partner of Sachem Head and the managing member of each of SH Management and Sachem
Head GP, may be deemed to beneficially own the 6,640,000 shares of Common Stock held in the Sachem Head Funds.
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Percentage: Approximately 3.0%
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(b)
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1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 6,642,681
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 6,642,681
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(c)
|
Mr. Ferguson has not entered into any transactions in the shares of Common Stock since the filing
of Amendment No. 5 to the Schedule 13D. The transaction in the shares of Common Stock on behalf of the Sachem Head Funds since
the filing of Amendment No. 5 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
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(d)
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No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends
from, or proceeds from the sale of, the shares of Common Stock reported herein.
|
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(e)
|
As of June 21, 2017, the Reporting Persons ceased to be the beneficial owners of more than 5% of the shares of Common Stock
of the Issuer.
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SIGNATURES
After reasonable inquiry and to the best
of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: June 22, 2017
|
SACHEM HEAD CAPITAL MANAGEMENT LP
|
|
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By:
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Uncas GP LLC, its General Partner
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By:
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/s/ Scott D. Ferguson
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Name:
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Scott D. Ferguson
|
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Title:
|
Managing Member
|
|
UNCAS GP LLC
|
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By:
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/s/ Scott D. Ferguson
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Name:
|
Scott D. Ferguson
|
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Title:
|
Managing Member
|
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SACHEM HEAD GP LLC
|
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By:
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/s/ Scott D. Ferguson
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Name:
|
Scott D. Ferguson
|
|
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Title:
|
Managing Member
|
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/s/ Scott D. Ferguson
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|
Scott D. Ferguson
|
SCHEDULE A
Transactions in the Securities
of the Issuer since the Filing of Amendment No. 5 to the Schedule 13D
Shares of Common Stock
Sold
|
Price Per
Share ($)
|
Date of
Sale
|
SACHEM HEAD LP
1,548,136
|
102.75
|
06/21/2017
|
SACHEM HEAD MASTER LP
1,930,821
|
102.75
|
06/21/2017
|
SH SAGAMORE MASTER II LTD.
2,771,043
|
102.75
|
06/21/2017
|
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