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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|
|
|
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|
|
Impactive Sierra Fund LP
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
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3
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SEC USE ONLY
|
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|
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|
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|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
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|
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|
WC
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|
|
5
|
|
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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Delaware
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
3,655,256
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
3,655,256
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
3,655,256
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
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|
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|
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|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
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|
|
|
|
8.5%
|
|
|
14
|
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TYPE OF REPORTING PERSON
|
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PN
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1
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NAME OF REPORTING PERSON
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Impactive Capital GP LLC
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
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|
|
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3
|
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SEC USE ONLY
|
|
|
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|
|
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|
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|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
AF
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
Delaware
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
3,655,256
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
3,655,256
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
3,655,256
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
8.5%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
|
|
|
|
|
|
|
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|
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|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
Impactive Capital LP
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
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3
|
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SEC USE ONLY
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
AF
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
Delaware
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
3,655,256
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
3,655,256
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
3,655,256
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
8.5%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PN, IA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
Impactive Capital LLC
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
AF
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
Delaware
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
3,655,256
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
3,655,256
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
3,655,256
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
8.5%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
Lauren Taylor Wolfe
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
AF
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
United States of America
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
3,655,256
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
3,655,256
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
3,655,256
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
8.5%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
Christian Asmar
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
AF
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
United States of America
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
3,655,256
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
3,655,256
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
3,655,256
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
8.5%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
The following constitutes
the Schedule 13D filed by the undersigned (the “Schedule 13D”).
|
Item 1.
|
Security and Issuer.
|
This statement relates to
the Common Stock, $0.01 par value (the “Shares”), of Avid Technology, Inc., a Delaware corporation (the “Issuer”).
The address of the principal executive offices of the Issuer is 75 Network Drive, Burlington, Massachusetts 01803.
|
Item 2.
|
Identity and Background.
|
(a) This
statement is filed by:
|
(i)
|
Impactive Sierra Fund LP, a Delaware limited partnership (“Impactive Sierra”), with
respect to the Shares directly and beneficially owned by it;
|
|
(ii)
|
Impactive Capital GP LLC, a Delaware limited liability company (“Impactive GP”), as
the general partner of Impactive Sierra;
|
|
(iii)
|
Impactive Capital LP, a Delaware limited partnership (“Impactive Capital”), as the
investment manager of Impactive Sierra;
|
|
(iv)
|
Impactive Capital LLC, a Delaware limited liability company (“Impactive Capital GP”),
as the general partner of Impactive Capital;
|
|
(v)
|
Lauren Taylor Wolfe, as a Managing Member of each of Impactive GP and Impactive Capital GP; and
|
|
(vi)
|
Christian Asmar, as a Managing Member of each of Impactive GP and
Impactive Capital GP.
|
Each of the foregoing
is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting
Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are
hereby filing a joint Schedule 13D.
(b) The
principal business address of each of the Reporting Persons is 152 West 57th Street, 17th Floor, New York,
New York 10019.
(c) The
principal business of Impactive Sierra is investing in securities. The principal business of Impactive GP is serving as the general
partner of Impactive Sierra. The principal business of Impactive Capital is serving as the investment manager of Impactive Sierra.
The principal business of Impactive Capital GP is serving as the general partner of Impactive Capital. The principal occupation
of each of Ms. Taylor Wolfe and Mr. Asmar is serving as a Managing Member of each of Impactive GP and Impactive Capital GP.
(d) No
Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) No
Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to
such laws.
(f) Each
of Impactive Sierra, Impactive GP, Impactive Capital and Impactive Capital GP are organized under the laws of the State of Delaware.
Ms. Taylor Wolfe and Mr. Asmar are citizens of the United States of America.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
The Shares purchased by Impactive
Sierra were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary
course of business) in open market purchases. The aggregate purchase price of the 3,655,256 Shares beneficially owned by Impactive
Sierra is approximately $28,400,124, including brokerage commissions.
|
Item 4.
|
Purpose of Transaction.
|
The Reporting Persons
purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented
an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the
Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting
Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of
Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may
deem advisable.
On September 6, 2019,
Impactive Capital entered into a Non-Disclosure Agreement with the Issuer (the “Confidentiality Agreement”), pursuant
to which the Issuer will provide certain confidential information to the Reporting Persons in order to facilitate discussions regarding
the Issuer’s business, operations and communications with investors, including the preparation by the Issuer of an investor
presentation. The Confidentiality Agreement will terminate upon the earlier of (i) the date that the Issuer publicly discloses
the confidential information and (ii) November 30, 2019 (the “Termination Date”), subject to certain exceptions. The
Company has agreed to publicly release any Confidential Information that constitutes material, non-public information, as of the
Termination Date, subject to certain exceptions.
No Reporting Person
has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of
Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following,
any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis.
Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the
price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons
may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without
limitation, engaging in communications with management and the Board of Directors of the Issuer, engaging in discussions with shareholders
of the Issuer and others about the Issuer and the Reporting Persons’ investment, making other proposals to the Issuer concerning
changes to the capitalization, ownership structure, board structure (including board composition) or operations of the Issuer,
purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction
with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.
|
Item 5.
|
Interest in Securities of the Issuer.
|
The aggregate percentage
of Shares reported owned by each person named herein is based upon 42,955,911 Shares outstanding as of August 1, 2019, which is
the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August
6, 2019.
|
(a)
|
As of the close of business on September 6, 2019, Impactive Sierra directly beneficially owned
3,655,256 Shares.
|
Percentage: Approximately 8.5%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 3,655,256
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 3,655,256
|
|
(c)
|
The transactions in the Shares by Impactive Sierra during the past sixty days are set forth on
Schedule A and are incorporated herein by reference.
|
|
(a)
|
As the general partner of Impactive Sierra, Impactive GP may be deemed to beneficially own the
3,655,256 Shares owned by Impactive Sierra.
|
Percentage: Approximately 8.5%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 3,655,256
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 3,655,256
|
|
(c)
|
Impactive GP has not entered into any transactions in the Shares during the past sixty days. The
transactions in the Shares by Impactive Sierra during the past sixty days are set forth on Schedule A and are incorporated herein
by reference.
|
|
(a)
|
As the investment manager of Impactive Sierra, Impactive Capital may be deemed to beneficially
own the 3,655,256 Shares owned by Impactive Sierra.
|
Percentage: Approximately 8.5%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 3,655,256
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 3,655,256
|
|
(c)
|
Impactive Capital has not entered into any transactions in the Shares during the past sixty days.
The transactions in the Shares by Impactive Sierra during the past sixty days are set forth on Schedule A and are incorporated
herein by reference.
|
|
(a)
|
As the general partner of Impactive Capital, Impactive Capital GP may be deemed to beneficially
own the 3,655,256 Shares owned by Impactive Sierra.
|
Percentage: Approximately 8.5%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 3,655,256
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 3,655,256
|
|
(c)
|
Impactive Capital GP has not entered into any transactions in the Shares during the past sixty
days. The transactions in the Shares by Impactive Sierra during the past sixty days are set forth on Schedule A and are incorporated
herein by reference.
|
|
E.
|
Ms. Taylor Wolfe and Mr. Asmar
|
|
(a)
|
Each of Ms. Taylor Wolfe and Mr. Asmar, as a Managing Member of each of Impactive GP and Impactive
Capital GP, may be deemed to beneficially own the 3,655,256 Shares owned by Impactive Sierra.
|
Percentage: Approximately 8.5%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 3,655,256
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 3,655,256
|
|
(c)
|
None of Ms. Taylor Wolfe or Mr. Asmar has entered into any transactions in the Shares during the
past sixty days. The transactions in the Shares by Impactive Sierra during the past sixty days are set forth on Schedule A and
are incorporated herein by reference.
|
Each Reporting Person,
as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), may be deemed the beneficial owner of the Shares directly owned by Impactive
Sierra. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his, her or its pecuniary interest
therein.
|
(d)
|
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.
|
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
On September 6, 2019,
the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf
of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable
law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
On September 6, 2019,
Impactive Capital entered into the Confidentiality Agreement (as defined and described in Item 4).
On September 6, 2019,
Impactive Sierra and one of its affiliates that may acquire Shares in the future, Impactive Capital Master Fund LP, entered into
a Securities Purchase Plan Agreement (the “Purchase Plan Agreement”) with UBS Securities LLC (“UBS”) for
the purpose of establishing a trading plan to effect purchases of Shares of the Issuer in compliance with all applicable laws,
including, without limitation, Section 10(b) of the Exchange Act, and the rules and regulations promulgated thereunder, including,
but not limited to, Rule 10b5-1.
The Purchase Plan
Agreement allows for the purchase of Shares by UBS on behalf of Impactive Sierra. Shares purchased pursuant to the Purchase Plan
Agreement may only be purchased in accordance with trading parameters adopted by Impactive Sierra, and there can be no assurance
as to how many Shares, if any, will be purchased pursuant to the Purchase Plan Agreement or at what price any such Shares will
be purchased. A copy of the Purchase Plan Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Other than as described
herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting
Persons and any other person, with respect to the securities of the Issuer.
|
Item 7.
|
Material to be Filed as Exhibits.
|
|
99.1
|
Joint Filing Agreement by and among Impactive Sierra Fund LP, Impactive Capital GP LLC, Impactive
Capital LP, Impactive Capital LLC, Lauren Taylor Wolfe and Christian Asmar, dated September 6, 2019.
|
|
99.2
|
Securities
Purchase Plan Agreement by and among Impactive Sierra
LP, Impactive Capital Master Fund LP and UBS Securities LLC, dated September 6, 2019.
|
SIGNATURES
After reasonable inquiry
and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: September 6, 2019
|
Impactive Sierra Fund LP
|
|
|
|
By:
|
Impactive Capital GP LLC
|
|
|
its general partner
|
|
|
|
|
By:
|
/s/ Lauren Taylor Wolfe
|
|
|
Name:
|
Lauren Taylor Wolfe
|
|
|
Title:
|
Managing Member
|
|
Impactive Capital GP LLC
|
|
|
|
By:
|
/s/ Lauren Taylor Wolfe
|
|
|
Name:
|
Lauren Taylor Wolfe
|
|
|
Title:
|
Managing Member
|
|
Impactive Capital LP
|
|
|
|
By:
|
Impactive Capital LLC
|
|
|
its general partner
|
|
|
|
|
By:
|
/s/ Lauren Taylor Wolfe
|
|
|
Name:
|
Lauren Taylor Wolfe
|
|
|
Title:
|
Managing Member
|
|
Impactive Capital LLC
|
|
|
|
By:
|
/s/ Lauren Taylor Wolfe
|
|
|
Name:
|
Lauren Taylor Wolfe
|
|
|
Title:
|
Managing Member
|
|
|
|
/s/ Lauren Taylor Wolfe
|
|
Lauren Taylor Wolfe
|
|
|
|
/s/ Christian Asmar
|
|
Christian Asmar
|
SCHEDULE A
Transactions in the Securities of the
Issuer During the Past Sixty (60) Days
Nature of Transaction
|
Amount of Securities
Purchased/(Sold)
|
Price per Share ($)*
|
Low Price per Share ($)
|
High Price per Share ($)
|
Date of
Purchase/Sale
|
IMPACTIVE SIERRA
FUND LP
Purchase of Common Stock
|
51,413
|
9.8218
|
N/A
|
N/A
|
07/08/2019
|
Purchase of Common Stock
|
43,633
|
9.8988
|
N/A
|
N/A
|
07/09/2019
|
Purchase of Common Stock
|
24,206
|
9.9743
|
N/A
|
N/A
|
07/10/2019
|
Purchase of Common Stock
|
2,615
|
9.9899
|
N/A
|
N/A
|
07/17/2019
|
Purchase of Common Stock
|
75,540
|
9.8745
|
9.8326
|
9.9056
|
07/18/2019
|
Purchase of Common Stock
|
41,035
|
9.9420
|
9.9404
|
9.9436
|
07/19/2019
|
Purchase of Common Stock
|
14,269
|
9.7713
|
N/A
|
N/A
|
07/22/2019
|
Purchase of Common Stock
|
17,444
|
9.7641
|
9.7579
|
9.7789
|
07/23/2019
|
Purchase of Common Stock
|
28,536
|
9.8429
|
9.7821
|
9.9621
|
07/24/2019
|
Purchase of Common Stock
|
52,886
|
9.9151
|
N/A
|
N/A
|
07/25/2019
|
Purchase of Common Stock
|
4,100
|
9.9650
|
N/A
|
N/A
|
07/26/2019
|
Purchase of Common Stock
|
21,300
|
9.9272
|
N/A
|
N/A
|
07/29/2019
|
Purchase of Common Stock
|
49,303
|
9.9609
|
N/A
|
N/A
|
07/30/2019
|
Purchase of Common Stock
|
100
|
10.0000
|
N/A
|
N/A
|
07/31/2019
|
Purchase of Common Stock
|
13,739
|
9.9328
|
N/A
|
N/A
|
08/02/2019
|
Purchase of Common Stock
|
49,050
|
9.7125
|
9.7032
|
9.8553
|
08/05/2019
|
Purchase of Common Stock
|
75,000
|
8.1101
|
N/A
|
N/A
|
08/06/2019
|
Purchase of Common Stock
|
100,000
|
6.2857
|
N/A
|
N/A
|
08/07/2019
|
Purchase of Common Stock
|
39,117
|
6.7247
|
N/A
|
N/A
|
08/08/2019
|
Purchase of Common Stock
|
35,896
|
6.5904
|
N/A
|
N/A
|
08/09/2019
|
Purchase of Common Stock
|
23,244
|
6.0772
|
N/A
|
N/A
|
08/20/2019
|
Purchase of Common Stock
|
48,256
|
6.2679
|
N/A
|
N/A
|
08/21/2019
|
Purchase of Common Stock
|
45,698
|
6.2963
|
6.1900
|
6.3751
|
08/22/2019
|
Purchase of Common Stock
|
27,000
|
5.9834
|
5.9789
|
5.9850
|
08/23/2019
|
Purchase of Common Stock
|
137,336
|
6.0863
|
6.0366
|
6.1202
|
08/26/2019
|
Purchase of Common Stock
|
251,343
|
6.3950
|
6.2650
|
6.4890
|
08/27/2019
|
Purchase of Common Stock
|
223,200
|
6.7720
|
6.6434
|
6.9370
|
08/28/2019
|
Purchase of Common Stock
|
298,557
|
7.2709
|
7.1826
|
7.3254
|
08/29/2019
|
Purchase of Common Stock
|
260,000
|
7.4709
|
7.2388
|
7.5900
|
08/30/2019
|
Purchase of Common Stock
|
93,725
|
7.1161
|
7.0375
|
7.1758
|
09/03/2019
|
Purchase of Common Stock
|
117,145
|
7.3494
|
7.3435
|
7.3750
|
09/04/2019
|
Purchase of Common Stock
|
151,673
|
7.5513
|
7.4055
|
7.5837
|
09/05/2019
|
Purchase of Common Stock
|
111,868
|
7.3865
|
7.0865
|
7.5150
|
09/06/2019
|
*Reflects
the average price per share to the extent low and high prices are disclosed herein, with such shares purchased in multiple transactions
at the price ranges set forth herein. The Reporting Persons undertake to provide to the staff of the Securities and Exchange Commission,
upon request, full information regarding the number of shares purchased at each separate price within the range set forth herein.
All prices reported herein exclude commission.