SECURITIES
AND EXCHANGE COMMISSION
|
Washington,
D.C. 20549
|
|
|
SCHEDULE
13G
*
|
(Rule
13d-102)
|
|
|
Under
the Securities Exchange Act of 1934
|
(Amendment
No. )*
|
|
|
(Name
of Issuer)
|
|
Common
Stock
Par
Value $.001 Per Share
|
(Title
of Class of Securities)
|
|
|
(CUSIP
Number)
|
|
|
(Date
of event which requires filing of this statement)
|
|
|
Check
the appropriate box to designate the rule pursuant to which this Schedule
13G/A is filed:
|
|
¨
|
Rule
13d-1(b)
|
x
|
Rule
13d-1(c)
|
¨
|
Rule
13d-1(d)
|
|
(Page
1 of 18 Pages)
|
______________________________
*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 the
disclosures provided in a prior cover page.
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).
CUSIP
No. 29444U502
|
13G
|
Page
2
of 18
Pages
|
|
|
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Lone
Spruce, L.P.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
|
(a)
x
(b)
¨
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
-0-
|
6
|
SHARED
VOTING POWER
28,559
|
7
|
SOLE
DISPOSITIVE POWER
-0-
|
8
|
SHARED
DISPOSITIVE POWER
28,559
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,559
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES**
|
¨
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1%
|
12
|
TYPE
OF REPORTING PERSON**
PN
|
** SEE
INSTRUCTIONS BEFORE FILLING OUT!
CUSIP
No. 29444U502
|
13G
|
Page
3
of 18
Pages
|
|
|
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Lone
Balsam, L.P.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
|
(a)
x
(b)
¨
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
-0-
|
6
|
SHARED
VOTING POWER
62,672
|
7
|
SOLE
DISPOSITIVE POWER
-0-
|
8
|
SHARED
DISPOSITIVE POWER
62,672
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
62,672
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES**
|
¨
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1%
|
12
|
TYPE
OF REPORTING PERSON**
PN
|
** SEE
INSTRUCTIONS BEFORE FILLING OUT!
CUSIP
No. 29444U502
|
13G
|
Page
4
of 18
Pages
|
|
|
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Lone
Sequoia, L.P.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
|
(a)
x
(b)
¨
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
-0-
|
6
|
SHARED
VOTING POWER
52,401
|
7
|
SOLE
DISPOSITIVE POWER
-0-
|
8
|
SHARED
DISPOSITIVE POWER
52,401
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
52,401
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES**
|
¨
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1%
|
12
|
TYPE
OF REPORTING PERSON**
PN
|
** SEE
INSTRUCTIONS BEFORE FILLING OUT!
CUSIP
No. 29444U502
|
13G
|
Page
5
of 18
Pages
|
|
|
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Lone
Cascade, L.P.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
|
(a)
x
(b)
¨
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
-0-
|
6
|
SHARED
VOTING POWER
1,103,334
|
7
|
SOLE
DISPOSITIVE POWER
-0-
|
8
|
SHARED
DISPOSITIVE POWER
1,103,334
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,103,334
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES**
|
¨
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.4%
|
12
|
TYPE
OF REPORTING PERSON**
PN
|
** SEE
INSTRUCTIONS BEFORE FILLING OUT!
CUSIP
No. 29444U502
|
13G
|
Page
6
of 18
Pages
|
|
|
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Lone
Sierra, L.P.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
|
(a)
x
(b)
¨
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
-0-
|
6
|
SHARED
VOTING POWER
53,667
|
7
|
SOLE
DISPOSITIVE POWER
-0-
|
8
|
SHARED
DISPOSITIVE POWER
53,667
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
53,667
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES**
|
¨
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1%
|
12
|
TYPE
OF REPORTING PERSON**
PN
|
** SEE
INSTRUCTIONS BEFORE FILLING OUT!
CUSIP
No. 29444U502
|
13G
|
Page
7
of 18
Pages
|
|
|
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Lone
Pine Associates LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
|
(a)
x
(b)
¨
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
-0-
|
6
|
SHARED
VOTING POWER
143,632
|
7
|
SOLE
DISPOSITIVE POWER
-0-
|
8
|
SHARED
DISPOSITIVE POWER
143,632
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
143,632
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES**
|
¨
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3%
|
12
|
TYPE
OF REPORTING PERSON**
OO
|
** SEE
INSTRUCTIONS BEFORE FILLING OUT!
CUSIP
No. 29444U502
|
13G
|
Page
8
of 18
Pages
|
|
|
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Lone
Pine Members LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
|
(a)
x
(b)
¨
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
-0-
|
6
|
SHARED
VOTING POWER
1,157,001
|
7
|
SOLE
DISPOSITIVE POWER
-0-
|
8
|
SHARED
DISPOSITIVE POWER
1,157,001
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,157,001
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES**
|
¨
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.5%
|
12
|
TYPE
OF REPORTING PERSON**
OO
|
** SEE
INSTRUCTIONS BEFORE FILLING OUT!
CUSIP
No. 29444U502
|
13G
|
Page
9
of 18
Pages
|
|
|
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Lone
Pine Capital LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
|
(a)
x
(b)
¨
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
-0-
|
6
|
SHARED
VOTING POWER
1,363,618
|
7
|
SOLE
DISPOSITIVE POWER
-0-
|
8
|
SHARED
DISPOSITIVE POWER
1,363,618
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,363,618
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES**
|
¨
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.0%
|
12
|
TYPE
OF REPORTING PERSON**
IA
|
** SEE
INSTRUCTIONS BEFORE FILLING OUT!
CUSIP
No. 29444U502
|
13G
|
Page
10
of 18
Pages
|
|
|
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Stephen
F. Mandel, Jr.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
|
(a)
x
(b)
¨
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
-0-
|
6
|
SHARED
VOTING POWER
2,664,251
|
7
|
SOLE
DISPOSITIVE POWER
-0-
|
8
|
SHARED
DISPOSITIVE POWER
2,664,251
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,664,251
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES**
|
¨
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.8%
|
12
|
TYPE
OF REPORTING PERSON**
IN
|
** SEE
INSTRUCTIONS BEFORE FILLING OUT!
CUSIP
No. 29444U502
|
13G
|
Page
11
of 18
Pages
|
Item
1
(a)
.
|
NAME
OF ISSUER.
|
|
|
|
Equinix,
Inc. (the "Issuer").
|
Item 1
(b)
.
|
ADDRESS
OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
|
|
|
|
301
Velocity Way, Fifth Floor, Foster City,
California 94404
|
Item
2
(a)
.
|
NAME
OF PERSON FILING:
|
This
statement is filed by:
|
(i)
|
Lone
Spruce, L.P., a Delaware limited partnership ("Lone Spruce"), with respect
to the Common Stock (defined in Item 2(d) below) directly owned by
it;
|
|
(ii)
|
Lone
Balsam, L.P., a Delaware limited partnership ("Lone Balsam"), with respect
to the Common Stock directly owned by
it;
|
|
(iii)
|
Lone
Sequoia, L.P., a Delaware limited partnership ("Lone Sequoia"), with
respect to the Common Stock directly owned by
it;
|
|
(iv)
|
Lone
Cascade, L.P., a Delaware limited partnership ("Lone Cascade"), with
respect to the Common Stock directly owned by
it;
|
|
(v)
|
Lone
Sierra, L.P., a Delaware limited partnership ("Lone Sierra"), with respect
to the Common Stock directly owned by
it;
|
|
(vi)
|
Lone
Pine Associates LLC, a Delaware limited liability company ("Lone Pine"),
with respect to the Common Stock directly owned by Lone Spruce, Lone
Balsam and Lone Sequoia;
|
|
(vii)
|
Lone
Pine Members LLC, a Delaware limited liability company ("Lone Pine
Members"), with respect to the Common Stock directly owned by Lone Cascade
and Lone Sierra;
|
|
(viii)
|
Lone
Pine Capital LLC, a Delaware limited liability company ("Lone Pine
Capital"), which serves as investment manager to Lone Cypress, Ltd. ("Lone
Cypress"), Lone Kauri, Ltd. ("Lone Kauri") and Lone Monterey Master Fund,
Ltd. ("Lone Monterey Master Fund"), each a Cayman Islands exempted
company, with respect to the Common Stock directly owned by each of Lone
Cypress, Lone Kauri and Lone Monterey Master
Fund;
|
|
(ix)
|
Stephen
F. Mandel, Jr. ("Mr. Mandel"), with respect to the Common Stock directly
owned by each of Lone Spruce, Lone Balsam, Lone Sequoia, Lone Cascade,
Lone Sierra, Lone Cypress, Lone Kauri and Lone Monterey Master
Fund.
|
The
foregoing persons are hereinafter sometimes collectively referred to as the
“Reporting Persons.” Any disclosures herein with respect to persons
other than the Reporting Persons are made on information and belief after making
inquiry to the appropriate party.
CUSIP
No. 29444U502
|
13G
|
Page
12
of 18
Pages
|
Item 2
(b)
.
|
ADDRESS
OF PRINCIPAL BUSINESS OFFICE OR, IF NONE,
RESIDENCE:
|
The
address of the business office of each of the Reporting Persons is Two Greenwich
Plaza, Greenwich, Connecticut 06830.
Item 2
(c)
.
|
CITIZENSHIP:
|
Lone
Spruce, Lone Balsam, Lone Sequoia, Lone Cascade and Lone Sierra are limited
partnerships organized under the laws of the State of Delaware. Lone
Pine, Lone Pine Members and Lone Pine Capital are limited liability companies
organized under the laws of the State of Delaware. Mr. Mandel is a
United States citizen.
Item 2
(d)
.
|
TITLE
OF CLASS OF SECURITIES:
|
|
|
|
Common
Stock, $.001 par value per share (the “Common
Stock”)
|
Item 2
(e)
.
|
CUSIP
NUMBER:
|
|
|
|
29444U502
|
CUSIP
No. 29444U502
|
13G
|
Page
13
of 18
Pages
|
Item
3.
|
IF
THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c),
CHECK WHETHER THE PERSON FILING IS
A:
|
(a)
|
¨
|
Broker
or dealer registered under Section 15 of the Act,
|
(b)
|
¨
|
Bank
as defined in Section 3(a)(6) of the Act,
|
(c)
|
¨
|
Insurance
Company as defined in Section 3(a)(19) of the Act,
|
(d)
|
¨
|
Investment
Company registered under Section 8 of the Investment Company Act of
1940,
|
(e)
|
¨
|
Investment
Adviser registered under Section 203 of the Investment Advisers Act of
1940,
|
(f)
|
¨
|
Employee
Benefit Plan or Endowment Fund in accordance with
13d-1(b)(1)(ii)(F),
|
(g)
|
¨
|
Parent
Holding Company or control person in accordance with Rule
13d-1(b)(ii)(G),
|
(h)
|
¨
|
Savings
Association as defined in Section 3(b) of the Federal Deposit Insurance
Act,
|
(i)
|
¨
|
Church
Plan that is excluded from the definition of an investment company under
Section 3(c)(14) of the Investment Company Act of 1940,
|
(j)
|
¨
|
Group,
in accordance with Rule
13d-1(b)(1)(ii)(J).
|
If this
statement is filed pursuant to Rule 13d-1(c), check this box:
x
A.
|
Lone
Spruce, L.P.
|
|
|
(a)
|
Amount
beneficially owned: 28,559
|
|
|
(b)
|
Percent
of class: 0.1% The percentages used herein and in the rest of
Item 4 are calculated based upon the 45,589,839 shares of Common Stock
issued and outstanding as of June 30, 2010, as reported in the Issuer’s
Form 10-Q filed with the Securities and Exchange Commission on August 4,
2010.
|
|
|
(c)
|
(i)
|
Sole
power to vote or direct the vote: -0-
|
|
|
|
(ii)
|
Shared
power to vote or direct the vote: 28,559
|
|
|
|
(iii)
|
Sole
power to dispose or direct the
disposition: -0-
|
|
|
|
(iv)
|
Shared
power to dispose or direct the disposition
of: 28,559
|
CUSIP
No. 29444U502
|
13G
|
Page
14
of 18
Pages
|
B.
|
Lone
Balsam, L.P.
|
|
|
(a)
|
Amount
beneficially owned: 62,672
|
|
|
(b)
|
Percent
of class: 0.1%
|
|
|
(c)
|
(i)
|
Sole
power to vote or direct the vote: -0-
|
|
|
|
(ii)
|
Shared
power to vote or direct the vote: 62,672
|
|
|
|
(iii)
|
Sole
power to dispose or direct the
disposition: -0-
|
|
|
|
(iv)
|
Shared
power to dispose or direct the
disposition: 62,672
|
C.
|
Lone
Sequoia, L.P.
|
|
|
(a)
|
Amount
beneficially owned: 52,401
|
|
|
(b)
|
Percent
of class: 0.1%
|
|
|
(c)
|
(i)
|
Sole
power to vote or direct the vote: -0-
|
|
|
|
(ii)
|
Shared
power to vote or direct the vote: 52,401
|
|
|
|
(iii)
|
Sole
power to dispose or direct the
disposition: -0-
|
|
|
|
(iv)
|
Shared
power to dispose or direct the
disposition: 52,401
|
D.
|
Lone
Cascade, L.P.
|
|
|
(a)
|
Amount
beneficially owned: 1,103,334
|
|
|
(b)
|
Percent
of class: 2.4%
|
|
|
(c)
|
(i)
|
Sole
power to vote or direct the vote: -0-
|
|
|
|
(ii)
|
Shared
power to vote or direct the vote: 1,103,334
|
|
|
|
(iii)
|
Sole
power to dispose or direct the
disposition: -0-
|
|
|
|
(iv)
|
Shared
power to dispose or direct the
disposition: 1,103,334
|
E.
|
Lone
Sierra, L.P.
|
|
|
(a)
|
Amount
beneficially owned: 53,667
|
|
|
(b)
|
Percent
of class: 0.1%
|
|
|
(c)
|
(i)
|
Sole
power to vote or direct the vote: -0-
|
|
|
|
(ii)
|
Shared
power to vote or direct the vote: 53,667
|
|
|
|
(iii)
|
Sole
power to dispose or direct the
disposition: -0-
|
|
|
|
(iv)
|
Shared
power to dispose or direct the
disposition: 53,667
|
F.
|
Lone
Pine Associates LLC
|
|
|
(a)
|
Amount
beneficially owned: 143,632
|
|
|
(b)
|
Percent
of class: 0.3%
|
|
|
(c)
|
(i)
|
Sole
power to vote or direct the vote: -0-
|
|
|
|
(ii)
|
Shared
power to vote or direct the vote: 143,632
|
|
|
|
(iii)
|
Sole
power to dispose or direct the
disposition: -0-
|
|
|
|
(iv)
|
Shared
power to dispose or direct the
disposition: 143,632
|
G.
|
Lone
Pine Members LLC
|
|
|
(a)
|
Amount
beneficially owned: 1,157,001
|
|
|
(b)
|
Percent
of class: 2.5%
|
|
|
(c)
|
(i)
|
Sole
power to vote or direct the vote: -0-
|
|
|
|
(ii)
|
Shared
power to vote or direct the vote: 1,157,001
|
|
|
|
(iii)
|
Sole
power to dispose or direct the
disposition: -0-
|
|
|
|
(iv)
|
Shared
power to dispose or direct the
disposition: 1,157,001
|
CUSIP
No. 29444U502
|
13G
|
Page
15
of 18
Pages
|
H.
|
Lone
Pine Capital LLC
|
|
|
(a)
|
Amount
beneficially owned: 1,363,618
|
|
|
(b)
|
Percent
of class: 3.0%
|
|
|
(c)
|
(i)
|
Sole
power to vote or direct the vote: -0-
|
|
|
|
(ii)
|
Shared
power to vote or direct the vote: 1,363,618
|
|
|
|
(iii)
|
Sole
power to dispose or direct the
disposition: -0-
|
|
|
|
(iv)
|
Shared
power to dispose or direct the
disposition: 1,363,618
|
I.
|
Stephen
F. Mandel, Jr.
|
|
|
(a)
|
Amount
beneficially owned: 2,664,251
|
|
|
(b)
|
Percent
of class: 5.8%
|
|
|
(c)
|
(i)
|
Sole
power to vote or direct the vote: -0-
|
|
|
|
(ii)
|
Shared
power to vote or direct the vote: 2,664,251
|
|
|
|
(iii)
|
Sole
power to dispose or direct the
disposition: -0-
|
|
|
|
(iv)
|
Shared
power to dispose or direct the
disposition: 2,664,251
|
Item
5.
|
OWNERSHIP
OF FIVE PERCENT OR LESS OF A CLASS.
|
|
|
|
Not
applicable.
|
Item
6.
|
OWNERSHIP
OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
|
|
|
|
Lone
Pine, the general partner of Lone Spruce, Lone Sequoia and Lone Balsam,
has the power to direct the affairs of Lone Spruce, Lone Sequoia and Lone
Balsam, including decisions respecting the disposition of the proceeds
from the sale of shares. Lone Pine Members, the general partner
of Lone Cascade and Lone Sierra, has the power to direct the affairs of
Lone Cascade and Lone Sierra, including decisions respecting the
disposition of the proceeds from the sale of shares. Lone Pine
Capital, the investment manager of Lone Cypress, Lone Kauri and Lone
Monterey Master Fund, has the power to direct the receipt of dividends
from or the proceeds of the sale of shares held by Lone Cypress, Lone
Kauri and Lone Monterey Master Fund. Mr. Mandel is the Managing
Member of each of Lone Pine, Lone Pine Members and Lone Pine Capital and
in that capacity directs their
operations.
|
Item
7.
|
IDENTIFICATION
AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING
REPORTED ON BY THE PARENT HOLDING COMPANY.
|
|
|
|
Not
applicable.
|
Item
8.
|
IDENTIFICATION
AND CLASSIFICATION OF MEMBERS OF THE GROUP.
|
|
|
|
See
Item 2.
|
Item
9.
|
NOTICE
OF DISSOLUTION OF GROUP.
|
|
|
|
Not
applicable.
|
CUSIP
No. 29444U502
|
13G
|
Page
16
of 18
Pages
|
Each of
the Reporting Persons hereby makes the following certification:
By
signing below each Reporting Person certifies that, to the best of its knowledge
and belief, the securities referred to above 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.
CUSIP
No. 29444U502
|
13G
|
Page
17
of 18
Pages
|
SIGNATURES
After
reasonable inquiry and to the best of our knowledge and belief, the undersigned
certify that the information set forth in this statement is true, complete and
correct.
DATED: August
23, 2010
By:
|
|
|
Stephen
F. Mandel, Jr., individually and (a) as Managing Member of Lone Pine
Associates LLC, for itself and as the general partner of (i) Lone Spruce,
L.P., (ii) Lone Balsam, L.P. and (iii) Lone Sequoia, L.P.; (b) as Managing
Member of Lone Pine Members LLC, for itself and as the general partner of
(i) Lone Cascade, L.P. and (ii) Lone Sierra, L.P.; and (c) as Managing
Member of Lone Pine Capital LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CUSIP
No. 29444U502
|
13G
|
Page
18
of 18
Pages
|
EXHIBIT
1
JOINT
ACQUISITION STATEMENT
PURSUANT
TO RULE 13d-1(k)
The
undersigned acknowledge and agree that the foregoing statement on Schedule 13G
is filed on behalf of each of the undersigned and that all subsequent amendments
to this statement on Schedule 13G shall be filed on behalf of each of the
undersigned without the necessity of filing additional joint acquisition
statements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him or it contained therein, but
shall not be responsible for the completeness and accuracy of the information
concerning the others, except to the extent that he or it knows or has reason to
believe that such information is inaccurate.
DATED: August
23, 2010
By:
|
|
|
Stephen
F. Mandel, Jr., individually and
(a)
as Managing Member of Lone Pine Associates LLC, for itself and as the
general partner of (i) Lone Spruce, L.P., (ii) Lone Balsam, L.P. and (iii)
Lone Sequoia, L.P.;
(b)
as Managing Member of Lone Pine Members LLC, for itself and as the general
partner of (i) Lone Cascade, L.P. and (ii) Lone Sierra, L.P.; and
(c)
as Managing Member of Lone Pine Capital LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|