(Amendment No. 4)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which 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.
☐
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 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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CUSIP No. 880779103
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SCHEDULE 13D
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Page 2 of 7
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1
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NAME OF REPORTING PERSON OR
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I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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Marcato 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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☐
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(b)
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☒
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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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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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
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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
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0
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8
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SHARED VOTING POWER
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5,525,917
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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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5,525,917
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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5,525,917
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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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7.3%
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14
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TYPE OF REPORTING PERSON
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IA
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CUSIP No. 880779103
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SCHEDULE 13D
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Page 3 of 7
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1
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NAME OF REPORTING PERSON OR
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I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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Richard T. McGuire III
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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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☐
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(b)
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☒
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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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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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
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United States of America
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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
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0
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8
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SHARED VOTING POWER
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5,525,917
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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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5,525,917
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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5,525,917
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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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7.3%
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14
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TYPE OF REPORTING PERSON
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IN
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CUSIP No. 880779103
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SCHEDULE 13D
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Page 4 of 7
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1
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NAME OF REPORTING PERSON OR
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I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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Marcato International Master Fund Ltd.
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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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☐
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(b)
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☒
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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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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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
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Cayman Islands
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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
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0
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8
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SHARED VOTING POWER
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5,525,917
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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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5,525,917
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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5,525,917
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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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7.3%
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14
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TYPE OF REPORTING PERSON
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OO
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CUSIP No. 880779103
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SCHEDULE 13D
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Page 5 of 7
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This amendment No. 4 to Schedule 13D (this
“
Amendment No. 4
”
) amends and supplements the Schedule 13D filed on July 28, 2016 (the
“
Initial Statement
”
and, as amended and supplemented through the date of this Amendment No. 4, collectively the
“
Statement
”
), by the undersigned, relating to the Common Stock, par value $0.01 per share (the
“
Shares
”
), of Terex Corporation, a Delaware corporation (the
“
Issuer
”
). Capitalized terms used and not defined in this Amendment No. 4 shall have the meaning ascribed to them in the Statement.
The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant.
This Amendment No. 4 is being filed as a result of Shares issued by the Issuer to Matthew Hepler in his capacity as a director of the Issuer and certain Share repurchases effected by the Issuer, which, in the aggregate, increased the percentage of Shares beneficially owned by the Reporting Persons to 7.3% of the total outstanding Shares. Except as specifically amended by this Amendment No. 4, the Statement is unchanged.
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Item 5.
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Interest in Securities of the Issuer.
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Item 5 is hereby amended and restated in its entirety to read as follows:
(a) As of the date hereof, Marcato, Mr. McGuire and Marcato International may each be deemed to be the beneficial owners of 5,525,917 Shares (the
“
Marcato Shares
”
), constituting approximately 7.3% of the Shares, based upon 76,000,000 Shares outstanding as of April 30, 2018, as reported in the Issuer
’
s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018.
(b) Marcato International may be deemed to have the shared power to vote or direct the vote (and the shared power to dispose or direct the disposition) of the Marcato Shares. Marcato, as the investment manager of Marcato International, may be deemed to have the shared power to vote or direct the vote (and the shared power to dispose or direct the disposition) of the Marcato Shares. By virtue of Mr. McGuire
’
s position as the managing partner of Marcato, Mr. McGuire may be deemed to have the shared power to vote or direct the vote (and the shared power to dispose or direct the disposition) of the Marcato Shares and, therefore, Mr. McGuire may be deemed to be the beneficial owner of the Marcato Shares. The number of Shares set forth above includes options, which give the Reporting Persons the right to acquire beneficial ownership of Shares.
(c) The transactions by the Reporting Persons in the securities of the Issuer during the past sixty days are set forth in Exhibit D, which is incorporated herein by reference. Except as set forth in Exhibit D attached hereto, there have been no other transactions by the Reporting Persons in the securities of the Issuer in the past sixty days.
(d) The limited partners of (or investors in) Marcato International, or its subsidiaries or affiliated entities, for which Marcato or its affiliates acts as general partner and/or investment manager, have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for the accounts of their respective funds in accordance with their respective limited partnership interests (or investment percentages) in their respective funds.
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CUSIP No. 880779103
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SCHEDULE 13D
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Page 6 of 7
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Item 7.
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Material to be Filed as Exhibits
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Item 7 is hereby supplementally amended by adding a reference to the following exhibit:
Exhibit D: Schedule of Transactions in Shares
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CUSIP No. 880779103
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SCHEDULE 13D
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Page 7 of 7
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After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: May 16, 2018
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Marcato Capital Management LP
¨
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By: Marcato Holdings LLC, its General Partner
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By:
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/s/ Richard T. McGuire III
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Richard T. McGuire III, Authorized Person
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/s/ Richard T. McGuire III
¨
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Richard T. McGuire III
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Marcato International Master Fund Ltd.
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By:
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/s/ Richard T. McGuire III
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Richard T. McGuire III, Director
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¨
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This reporting person disclaims beneficial ownership of these reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that any such person is the beneficial owner of these securities for purposes of Section 16 of the U.S. Securities Exchange Act of 1934, as amended, or for any other purpose.
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Exhibit D
Transactions
The following table sets forth all transactions with respect to Shares effected in the last sixty days by the Reporting Persons or on behalf of the Reporting Persons in respect of the Shares, inclusive of any transactions effected through 4:00 p.m., New York City time, on May 16, 2018.
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Fund
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Trade Date
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Transaction
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Shares Bought
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Unit Cost
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Security
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Marcato International Master Fund Ltd.
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05/14/2018
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(1)
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3,266
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$0.00
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Common Stock
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(1) Represents Shares issued to Matthew Hepler, a Partner at Marcato, in his capacity as a director of the Issuer. Mr. Hepler has agreed to transfer and assign to Marcato International all rights, title, interests, duties, obligations and liabilities with respect to compensation paid to Mr. Hepler in connection with his service as a director of the Issuer.