*See Item 3
**See Item 2 and 5
1
|
NAMES OF REPORTING PERSONS
|
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
ValueAct Holdings, L.P.
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
X
|
|
(b)
|
☐
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)*
|
|
|
00*
|
|
|
|
|
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
0
|
|
|
|
|
8
|
SHARED VOTING POWER
|
|
|
2,419,000**
|
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
2,419,000**
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
2,419,000**
|
|
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
|
|
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
5.0%
|
|
|
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
PN
|
|
|
|
|
*See Item 3
**See Item 2 and 5
1
|
NAMES OF REPORTING PERSONS
|
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
ValueAct Holdings II, L.P.
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
X
|
|
(b)
|
☐
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)*
|
|
|
00*
|
|
|
|
|
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
0
|
|
|
|
|
8
|
SHARED VOTING POWER
|
|
|
2,419,000**
|
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
2,419,000**
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
2,419,000**
|
|
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
|
|
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
5.0%
|
|
|
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
PN
|
|
|
|
|
*See Item 3
**See Item 2 and 5
1
|
NAMES OF REPORTING PERSONS
|
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
ValueAct Holdings GP, LLC
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
X
|
|
(b)
|
☐
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)*
|
|
|
00*
|
|
|
|
|
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
0
|
|
|
|
|
8
|
SHARED VOTING POWER
|
|
|
2,419,000**
|
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
2,419,000**
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
2,419,000**
|
|
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
|
|
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
5.0%
|
|
|
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
00 (LLC)
|
|
|
|
|
*See Item 3
**See Item 2 and 5
Item 1. Security and Issuer
This Amendment No. 5 to the Schedule 13D supplements the information set forth in the Schedule 13D filed by the Reporting Persons with the United States
Securities and Exchange Commission (the "SEC"), as amended from time to time (the "Schedule 13D"), relating to the Common Stock (the "Common Stock") of Arcosa, Inc., a Delaware corporation (the "Issuer"). Capitalized terms contained herein but
not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.
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. The Schedule 13D is hereby supplementally amended as follows:
Item 5. Interest in Securities of the Issuer
The responses to Items 3, 4 and 6 of this Schedule 13D are incorporated herein by reference.
(a) and (b). Set forth below is the beneficial
ownership of shares of Common Stock of the Issuer for each person named in Item 2. Shares reported as beneficially owned by ValueAct Master Fund are also reported as beneficially owned by (i) ValueAct Management L.P. as the manager of each
such investment partnership, (ii) ValueAct Management LLC, as General Partner of ValueAct Management L.P., (iii) ValueAct Holdings, as the majority owner of the membership interests of VA Partners I, (iv) ValueAct Holdings II, as the sole owner of
the limited partnership interests of ValueAct Management L.P. and the membership interests of ValueAct Management LLC, and (v) ValueAct Holdings GP, as General Partner of ValueAct Holdings and ValueAct Holdings II. Shares reported as beneficially
owned by ValueAct Master Fund are also reported as beneficially owned by VA Partners I, as General Partner of ValueAct Master Fund. VA Partners I, ValueAct Management L.P., ValueAct Management LLC, ValueAct Holdings, ValueAct Holdings II, and
ValueAct Holdings GP also, directly or indirectly, may own interests in one or more than one of the partnerships from time to time. Unless otherwise indicated below, by reason of such relationship ValueAct Master Fund is reported as having shared
power to vote or to direct the vote, and shared power to dispose or direct the disposition of, such shares of Common Stock, with VA Partners I (only with respect to ValueAct Master Fund), ValueAct Management L.P., ValueAct Management LLC, ValueAct
Holdings, ValueAct Holdings II, and ValueAct Holdings GP.
As of the date hereof, the Reporting Persons may be deemed to be the
beneficial owner of 2,419,000 shares of Common Stock, representing approximately 5.0% of the Issuer's outstanding Common Stock. All percentages set forth in this Schedule 13D are based upon the Issuer's reported 48,386,813 outstanding shares of
Common Stock as of July 15, 2019 as reported in the Issuer's Form 10-Q for the quarterly period ended June 30, 2019.
(c) The following
table sets forth all transactions with respect to shares of Common Stock effected since the date of the previous filing by the Reporting Persons or on behalf of the Reporting Persons, inclusive
of any transaction effected through 4:00pm, New York City time, on September 13, 2019. Except as otherwise noted below, all such transactions were purchases or sales of shares of Common Stock effected in the open market.