Amended Statement of Beneficial Ownership (sc 13d/a)
November 01 2019 - 8:38AM
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. 1)1
Avid Technology, Inc.
(Name
of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
05367P100
(CUSIP Number)
lauren
taylor wolfe
Christian
Asmar
Impactive
capital lp
152 West 57th Street, 17th
Floor
New York, New York 10019
ELIZABETH GONZALEZ-SUSSMAN, 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)
October 31, 2019
(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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Impactive Sierra Fund 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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WC
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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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3,700,000
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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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3,700,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,700,000
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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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8.6%
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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
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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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AF
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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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3,700,000
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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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3,700,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,700,000
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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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8.6%
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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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Impactive Capital 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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AF
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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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3,700,000
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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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3,700,000
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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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|
3,700,000
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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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8.6%
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14
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TYPE OF REPORTING PERSON
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PN, IA
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1
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NAME OF REPORTING PERSON
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Impactive Capital 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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AF
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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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|
|
|
|
|
|
|
|
|
Delaware
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NUMBER OF
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7
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|
SOLE VOTING POWER
|
|
SHARES
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|
|
|
|
|
BENEFICIALLY
|
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|
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- 0 -
|
|
OWNED BY
|
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8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
3,700,000
|
|
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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|
|
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|
3,700,000
|
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|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
3,700,000
|
|
|
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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|
|
|
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8.6%
|
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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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Lauren Taylor Wolfe
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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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AF
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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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United States of America
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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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|
|
|
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|
BENEFICIALLY
|
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|
|
- 0 -
|
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OWNED BY
|
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8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
3,700,000
|
|
PERSON WITH
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9
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|
SOLE DISPOSITIVE POWER
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|
|
|
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|
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- 0 -
|
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|
10
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SHARED DISPOSITIVE POWER
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|
|
|
|
|
|
|
|
|
|
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|
3,700,000
|
|
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
3,700,000
|
|
|
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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|
|
|
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8.6%
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|
14
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TYPE OF REPORTING PERSON
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IN
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1
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NAME OF REPORTING PERSON
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Christian Asmar
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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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|
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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
|
|
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
|
|
|
|
|
|
|
|
|
|
|
United States of America
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|
NUMBER OF
|
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7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
3,700,000
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
3,700,000
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
3,700,000
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
8.6%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
The following constitutes
Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule
13D as specifically set forth herein.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 3 is hereby amended
and restated as follows:
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 3,700,000 Shares beneficially owned by Impactive
Sierra is approximately $28,668,092, including brokerage commissions.
|
Item 4.
|
Purpose of Transaction.
|
Item 4 is hereby
amended to add the following:
On October 31, 2019,
Impactive Capital (together with its affiliates), Mr. Asmar and the Issuer entered into a support agreement (the “Support
Agreement”). Pursuant to the Support Agreement, the Issuer agreed to increase the size of its Board of Directors (the “Board”)
by one director from nine to ten directors and to appoint Mr. Asmar to fill the vacancy created as a result of the expansion.
Mr. Asmar will be appointed to the Board as a Class III director, with a term expiring at the Issuer’s 2020 Annual Meeting
of Stockholders (the “2020 Annual Meeting”), and to the Nominating and Corporate Governance Committee. In addition,
the Issuer agreed, subject to certain conditions, to nominate Mr. Asmar for election as a director at the 2020 Annual Meeting
for a term expiring at the 2021 Annual Meeting of Stockholders (the “2021 Annual Meeting”) and to recommend, support
and solicit stockholders accordingly in the same manner as for other independent director candidates nominated by the Issuer.
Pursuant to the Support Agreement, the Reporting Persons have customary replacement rights in the event Mr. Asmar is unable to
serve as a director during the Lockup Period (as defined below). From the date of the Support Agreement until the date that
is the earlier of (x) the date of the 2021 Annual Meeting (or such longer period as Mr. Asmar or any replacement director who
is also a principal of Impactive Capital continues to serve on the Board) and (y) ten business days after such date, if any, that
the Reporting Persons provide written notice to the Issuer that the Issuer has materially breached its commitments or obligations
under the Support Agreement, provided that the breach is not cured within ten business days to the reasonable satisfaction of
Impactive Capital (the “Lockup Period”), the Reporting Persons may not short-sell any of the Issuer’s securities.
The terms of the Support
Agreement provide that the Reporting Persons are subject to customary standstill obligations from the date of the Support Agreement
until the earliest of (x) May 15, 2020, (y) the date of the 2020 Annual Meeting, which is expected to be held no later than April
30, 2020 and (z) ten business days after such date, if any, that the Reporting Persons provide written notice to the Issuer that
the Issuer has materially breached its commitments or obligations under the Support Agreement, provided that the breach is not
cured within ten business days to the reasonable satisfaction of Impactive Capital (the “Standstill Period”). The Reporting
Persons agreed to vote in a manner consistent with the recommendations of the Board, subject to certain exceptions, on all proposals
brought before stockholders during the Standstill Period.
The foregoing description
of the Support Agreement is qualified in its entirety by reference to the full text of the Support Agreement, which is referenced
as Exhibit 99.1 hereto and is incorporated herein by reference.
In connection with the appointment
of Mr. Asmar to the Board, the Reporting Persons entered into an Investor and Director Non-Disclosure Agreement (the “Non-Disclosure
Agreement”) in order for Mr. Asmar to provide certain information and data to the other Reporting Persons in connection
with his service as a director of the Issuer. The Non-Disclosure Agreement supersedes the Confidentiality Agreement referenced
in the Schedule 13D.
|
Item 5.
|
Interest in Securities of the Issuer.
|
Items 5(a)-(c) are hereby amended and restated
as follows:
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 October 31, 2019, Impactive Sierra directly beneficially owned 3,700,000
Shares.
|
Percentage: Approximately 8.6%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 3,700,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 3,700,000
|
|
(c)
|
The transactions in the Shares by Impactive Sierra since the filing of the Schedule 13D 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
3,700,000 Shares owned by Impactive Sierra.
|
Percentage: Approximately 8.6%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 3,700,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 3,700,000
|
|
(c)
|
Impactive GP has not entered into any transactions in the Shares since the filing of the Schedule
13D. The transactions in the Shares by Impactive Sierra since the filing of the Schedule 13D 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 3,700,000 Shares owned by Impactive Sierra.
|
Percentage: Approximately 8.6%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 3,700,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 3,700,000
|
|
(c)
|
Impactive Capital has not entered into any transactions in the Shares since the filing of the Schedule
13D. The transactions in the Shares by Impactive Sierra since the filing of the Schedule 13D 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 3,700,000 Shares owned by Impactive Sierra.
|
Percentage: Approximately 8.6%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 3,700,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 3,700,000
|
|
(c)
|
Impactive Capital GP has not entered into any transactions in the Shares since the filing of the
Schedule 13D. The transactions in the Shares by Impactive Sierra since the filing of the Schedule 13D 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 3,700,000 Shares owned by Impactive Sierra.
|
Percentage: Approximately 8.6%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 3,700,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 3,700,000
|
|
(c)
|
None of Ms. Taylor Wolfe or Mr. Asmar has entered into any transactions in the Shares since the
filing of the Schedule 13D. The transactions in the Shares by Impactive Sierra since the filing of the Schedule 13D are set forth
on Schedule A and are incorporated herein by reference.
|
The filing of this
Schedule 13D shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities
Exchange Act of 1934, as amended, the beneficial owners of any of the securities reported herein. Each of the Reporting Persons
specifically disclaims beneficial ownership of the securities reported herein that are not directly owned by such Reporting Person,
except to the extent of their pecuniary interest therein.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Item 6 is hereby
amended to add the following:
On October 31, 2019,
the Reporting Persons entered into the Support Agreement with the Issuer as defined and described in Item 4.
|
Item 7.
|
Material to be Filed as Exhibits.
|
Item 7 is hereby amended
to add the following exhibits:
|
99.1
|
The Support Agreement by and among Impactive Capital LP, Mr. Asmar and the Issuer, dated October
31, 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: November 1, 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 Since the Filing of the Schedule 13D
Nature of Transaction
|
Amount of Securities
Purchased/(Sold)
|
Price per Share ($)
|
Date of
Purchase/Sale
|
IMPACTIVE SIERRA
FUND LP
Purchase of Common Stock
|
523
|
6.00000
|
09/25/2019
|
Purchase of Common Stock
|
14,194
|
5.99240
|
09/26/2019
|
Purchase of Common Stock
|
18,817
|
5.94400
|
09/27/2019
|
Purchase of Common Stock
|
1,200
|
5.99380
|
09/30/2019
|
Purchase of Common Stock
|
2,900
|
5.99420
|
10/03/2019
|
Purchase of Common Stock
|
7,110
|
5.97120
|
10/10/2019
|
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