Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
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).
13G
|
1
|
NAMES OF REPORTING PERSONS
Farallon Capital Partners, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
¨
(b)
x
**
**
The reporting persons making this filing hold an aggregate of
5,531,059
Shares, which is 5.7% of the class of securities. The reporting person on this cover page, however, is a beneficial owner
only of the securities reported by it on this cover page.
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
California
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
728,906
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
728,906
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
728,906
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.8%
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|
|
|
|
|
13G
|
1
|
NAMES OF REPORTING PERSONS
Farallon Capital Institutional Partners, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
¨
(b)
x
**
**
The reporting persons making this filing hold an aggregate of
5,531,059
Shares, which is 5.7% of the class of securities. The reporting person on this cover page, however, is a beneficial owner
only of the securities reported by it on this cover page.
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
California
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
829,446
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
829,446
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
829,446
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.9%
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|
|
|
|
|
13G
|
1
|
NAMES OF REPORTING PERSONS
Farallon Capital Institutional Partners II, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
¨
(b)
x
**
**
The reporting persons making this filing hold an aggregate of
5,531,059
Shares, which is 5.7% of the class of securities. The reporting person on this cover page, however, is a beneficial owner
only of the securities reported by it on this cover page.
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
California
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
151,469
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
151,469
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
151,469
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2%
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|
|
|
|
|
13G
|
1
|
NAMES OF REPORTING PERSONS
Farallon Capital Institutional Partners III, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
¨
(b)
x
**
**
The reporting persons making this filing hold an aggregate of
5,531,059
Shares, which is 5.7% of the class of securities. The reporting person on this cover page, however, is a beneficial owner
only of the securities reported by it on this cover page.
|
|
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
113,633
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
113,633
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
113,633
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1%
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|
|
|
|
|
13G
|
1
|
NAMES OF REPORTING PERSONS
Four Crossings Institutional Partners V, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
¨
(b)
x
**
**
The reporting persons making this filing hold an aggregate of
5,531,059
Shares, which is 5.7% of the class of securities. The reporting person on this cover page, however, is a beneficial owner
only of the securities reported by it on this cover page.
|
|
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
146,162
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
146,162
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
146,162
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2%
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|
|
|
|
|
13G
|
1
|
NAMES OF REPORTING PERSONS
Farallon Capital Offshore Investors II, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
¨
(b)
x
**
**
The reporting persons making this filing hold an aggregate of
5,531,059
Shares, which is 5.7% of the class of securities. The reporting person on this cover page, however, is a beneficial owner
only of the securities reported by it on this cover page.
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
1,571,697
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
1,571,697
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,571,697
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.6%
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|
|
|
|
|
13G
|
1
|
NAMES OF REPORTING PERSONS
Farallon Capital (AM) Investors, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
¨
(b)
x
**
**
The reporting persons making this filing hold an aggregate of
5,531,059
Shares, which is 5.7% of the class of securities. The reporting person on this cover page, however, is a beneficial owner
only of the securities reported by it on this cover page.
|
|
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
59,511
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
59,511
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
59,511
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1%
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|
|
|
|
|
13G
|
1
|
NAMES OF REPORTING PERSONS
Farallon Capital AA Investors, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
¨
(b)
x
**
**
The reporting persons making this filing hold an aggregate of
5,531,059
Shares, which is 5.7% of the class of securities. The reporting person on this cover page, however, is a beneficial owner
only of the securities reported by it on this cover page.
|
|
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
95,626
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
95,626
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
95,626
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1%
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|
|
|
|
|
13G
|
1
|
NAMES OF REPORTING PERSONS
Farallon Capital F5 Master I, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
¨
(b)
x
**
**
The reporting persons making this filing hold an aggregate of
5,531,059
Shares, which is 5.7% of the class of securities. The reporting person on this cover page, however, is a beneficial owner
only of the securities reported by it on this cover page.
|
|
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
89,776
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
89,776
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
89,776
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1%
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|
|
|
|
|
13G
|
1
|
NAMES OF REPORTING PERSONS
Farallon Equity Partners Master, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
¨
(b)
x
**
**
The reporting persons making this filing hold an aggregate of
5,531,059
Shares, which is 5.7% of the class of securities. The reporting person on this cover page, however, is a beneficial owner
only of the securities reported by it on this cover page.
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
1,744,833
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
1,744,833
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,744,833
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.8%
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|
|
|
|
|
13G
|
1
|
NAMES OF REPORTING PERSONS
Farallon Capital Management, L.L.C.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
¨
(b)
x
**
**
The reporting persons making this filing hold an aggregate of
5,531,059
Shares, which is 5.7% of the class of securities. The reporting person on this cover page, however, is a beneficial owner
only of the securities reported by it on this cover page.
|
|
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
0
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IA, OO
|
|
|
|
|
|
13G
|
1
|
NAMES OF REPORTING PERSONS
Farallon Partners, L.L.C.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
¨
(b)
x
**
**
The reporting persons making this filing hold an aggregate of
5,531,059
Shares, which is 5.7% of the class of securities. The reporting person on this cover page, however, is a beneficial owner
only of the securities reported by it on this cover page.
|
|
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
5,441,283
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
5,441,283
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,441,283
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.6%
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
|
|
|
|
|
13G
|
1
|
NAMES OF REPORTING PERSONS
Farallon AA GP, L.L.C.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
¨
(b)
x
**
**
The reporting persons making this filing hold an aggregate of
5,531,059
Shares, which is 5.7% of the class of securities. The reporting person on this cover page, however, is a beneficial owner
only of the securities reported by it on this cover page.
|
|
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
95,626
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
95,626
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
95,626
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1%
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
|
|
|
|
|
13G
|
1
|
NAMES OF REPORTING PERSONS
Farallon Institutional (GP) V, L.L.C.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
¨
(b)
x
**
**
The reporting persons making this filing hold an aggregate of
5,531,059
Shares, which is 5.7% of the class of securities. The reporting person on this cover page, however, is a beneficial owner
only of the securities reported by it on this cover page.
|
|
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
146,162
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
146,162
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
146,162
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2%
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
|
|
|
|
|
13G
|
1
|
NAMES OF REPORTING PERSONS
Farallon F5 (GP), L.L.C.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
¨
(b)
x
**
**
The reporting persons making this filing hold an aggregate of
5,531,059
Shares, which is 5.7% of the class of securities. The reporting person on this cover page, however, is a beneficial owner
only of the securities reported by it on this cover page.
|
|
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
89,776
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
89,776
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
89,776
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1%
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
|
|
|
|
|
13G
|
1
|
NAMES OF REPORTING PERSONS
Farallon Equity Partners (GP), L.L.C.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
¨
(b)
x
**
**
The reporting persons making this filing hold an aggregate of
5,531,059
Shares, which is 5.7% of the class of securities. The reporting person on this cover page, however, is a beneficial owner
only of the securities reported by it on this cover page.
|
|
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
1,744,833
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
1,744,833
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,744,833
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.8%
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
|
|
|
|
|
13G
|
1
|
NAMES OF REPORTING PERSONS
Philip D. Dreyfuss
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
¨
(b)
x
**
**
The reporting persons making this filing hold an aggregate of
5,531,059
Shares, which is 5.7% of the class of securities. The reporting person on this cover page, however, is a beneficial owner
only of the securities reported by it on this cover page.
|
|
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
5,531,059
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
5,531,059
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,531,059
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.7%
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
|
|
|
|
|
13G
|
1
|
NAMES OF REPORTING PERSONS
Michael B. Fisch
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
¨
(b)
x
**
**
The reporting persons making this filing hold an aggregate of
5,531,059
Shares, which is 5.7% of the class of securities. The reporting person on this cover page, however, is a beneficial owner
only of the securities reported by it on this cover page.
|
|
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
5,531,059
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
5,531,059
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,531,059
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.7%
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
|
|
|
|
|
13G
|
1
|
NAMES OF REPORTING PERSONS
Richard B. Fried
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
¨
(b)
x
**
**
The reporting persons making this filing hold an aggregate of
5,531,059
Shares, which is 5.7% of the class of securities. The reporting person on this cover page, however, is a beneficial owner
only of the securities reported by it on this cover page.
|
|
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
5,531,059
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
5,531,059
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,531,059
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.7%
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
|
|
|
|
|
13G
|
1
|
NAMES OF REPORTING PERSONS
David T. Kim
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
¨
(b)
x
**
**
The reporting persons making this filing hold an aggregate of
5,531,059
Shares, which is 5.7% of the class of securities. The reporting person on this cover page, however, is a beneficial owner
only of the securities reported by it on this cover page.
|
|
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
5,531,059
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
5,531,059
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,531,059
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.7%
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
|
|
|
|
|
13G
|
1
|
NAMES OF REPORTING PERSONS
Monica R. Landry
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
¨
(b)
x
**
**
The reporting persons making this filing hold an aggregate of
5,531,059
Shares, which is 5.7% of the class of securities. The reporting person on this cover page, however, is a beneficial owner
only of the securities reported by it on this cover page.
|
|
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
5,531,059
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
5,531,059
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,531,059
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.7%
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
|
|
|
|
|
13G
|
1
|
NAMES OF REPORTING PERSONS
Michael G. Linn
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
¨
(b)
x
**
**
The reporting persons making this filing hold an aggregate of
5,531,059
Shares, which is 5.7% of the class of securities. The reporting person on this cover page, however, is a beneficial owner
only of the securities reported by it on this cover page.
|
|
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
5,531,059
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
5,531,059
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,531,059
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.7%
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
|
|
|
|
|
13G
|
1
|
NAMES OF REPORTING PERSONS
Rajiv A. Patel
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
¨
(b)
x
**
**
The reporting persons making this filing hold an aggregate of
5,531,059
Shares, which is 5.7% of the class of securities. The reporting person on this cover page, however, is a beneficial owner
only of the securities reported by it on this cover page.
|
|
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
5,531,059
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
5,531,059
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,531,059
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.7%
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
|
|
|
|
|
13G
|
1
|
NAMES OF REPORTING PERSONS
Thomas G. Roberts, Jr.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
¨
(b)
x
**
**
The reporting persons making this filing hold an aggregate of
5,531,059
Shares, which is 5.7% of the class of securities. The reporting person on this cover page, however, is a beneficial owner
only of the securities reported by it on this cover page.
|
|
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
5,531,059
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
5,531,059
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,531,059
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.7%
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
|
|
|
|
|
13G
|
1
|
NAMES OF REPORTING PERSONS
William Seybold
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
¨
(b)
x
**
**
The reporting persons making this filing hold an aggregate of
5,531,059
Shares, which is 5.7% of the class of securities. The reporting person on this cover page, however, is a beneficial owner
only of the securities reported by it on this cover page.
|
|
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
5,531,059
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
5,531,059
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,531,059
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.7%
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
|
|
|
|
|
13G
|
1
|
NAMES OF REPORTING PERSONS
Andrew J. M. Spokes
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
¨
(b)
x
**
**
The reporting persons making this filing hold an aggregate of
5,531,059
Shares, which is 5.7% of the class of securities. The reporting person on this cover page, however, is a beneficial owner
only of the securities reported by it on this cover page.
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
5,531,059
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
5,531,059
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,531,059
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.7%
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
|
|
|
|
|
13G
|
1
|
NAMES OF REPORTING PERSONS
John R. Warren
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
¨
(b)
x
**
**
The reporting persons making this filing hold an aggregate of
5,531,059
Shares, which is 5.7% of the class of securities. The reporting person on this cover page, however, is a beneficial owner
only of the securities reported by it on this cover page.
|
|
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
5,531,059
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
5,531,059
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,531,059
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.7%
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
|
|
|
|
|
13G
|
1
|
NAMES OF REPORTING PERSONS
Mark C. Wehrly
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
¨
(b)
x
**
**
The reporting persons making this filing hold an aggregate of
5,531,059
Shares, which is 5.7% of the class of securities. The reporting person on this cover page, however, is a beneficial owner
only of the securities reported by it on this cover page.
|
|
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
5,531,059
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
5,531,059
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,531,059
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.7%
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
|
|
|
|
|
This Amendment
No.2 to Schedule 13G amends and restates in its entirety the Schedule 13G initially filed on November 22, 2017 (together with
all prior and current amendments thereto, this “
Schedule 13G
”).
Item 1
.
Issuer
Westinghouse Air Brake Technologies Corporation
(the “
Company
”)
|
|
(b)
|
Address of Issuer’s Principal Executive Offices
:
|
1001 Air Brake Avenue
Wilmerding, PA 15148
Item 2
.
Identity and Background
Title of Class of Securities and CUSIP
Number (Items 2(d) and (e)
)
This statement relates
to shares of Common Stock, par value $0.01 per share (the "
Shares
"), of
the Company.
The CUSIP number of the Shares is 929740108.
Name of Persons Filing, Address of Principal
Business Office and Citizenship (Items 2(a), (b) and (c))
This statement is filed
by the entities and persons listed below, all of whom together are referred to herein as the “
Reporting Persons
.”
The Farallon Funds
|
|
(i)
|
Farallon Capital Partners, L.P., a California limited partnership (“
FCP
”), with
respect to the Shares held by it;
|
|
|
(ii)
|
Farallon Capital Institutional Partners, L.P., a California limited partnership (“
FCIP
”),
with respect to the Shares held by it;
|
|
|
(iii)
|
Farallon Capital Institutional Partners II, L.P., a California limited partnership (“
FCIP
II
”), with respect to the Shares held by it;
|
|
|
(iv)
|
Farallon Capital Institutional Partners III, L.P., a Delaware limited partnership (“
FCIP
III
”), with respect to the Shares held by it;
|
|
|
(v)
|
Four
Crossings Institutional Partners V, L.P., a Delaware limited partnership (“
FCIP
V
”), with respect to the Shares held by it;
|
|
|
(vi)
|
Farallon Capital Offshore Investors II, L.P., a Cayman Islands exempted limited partnership (“
FCOI
II
”), with respect to the Shares held by it;
|
|
|
(vii)
|
Farallon Capital (AM) Investors, L.P., a Delaware limited partnership (“
FCAMI
”),
with respect to the Shares held by it;
|
|
|
(viii)
|
Farallon Capital AA Investors, L.P., a Delaware limited partnership (“
FCAAI
”),
with respect to the Shares held by it;
|
|
|
(ix)
|
Farallon Capital F5 Master I, L.P., a Cayman Islands exempted limited partnership (“
F5MI
”),
with respect to the Shares held by it; and
|
|
|
(x)
|
Farallon Equity Partners Master, L.P., a Cayman Islands exempted limited partnership (“
FEPM
”),
with respect to the Shares held by it.
|
FCP, FCIP, FCIP II, FCIP III, FCIP V, FCOI
II, FCAMI, FCAAI, F5MI and FEPM are together referred to herein as the "
Farallon Funds
."
The Management Company
|
|
(xi)
|
Farallon Capital Management, L.L.C., a Delaware limited liability company (the “
Management
Company
”), with respect to the Shares held by one or more accounts (the “
Managed Accounts
”), each
as managed by the Management Company.
|
The Farallon General Partner
|
|
(xii)
|
Farallon Partners, L.L.C., a Delaware limited liability company (the “
Farallon General
Partner
”), which is (i) the general partner of each of FCP, FCIP, FCIP II, FCIP III, FCOI II and FCAMI and (ii) the sole
member of the FCAAI General Partner, the FCIP V General Partner and the FEPM General Partner each (as defined below), with respect
to the Shares
held by each of the Farallon Funds other than F5MI.
|
The FCAAI General Partner
|
|
(xiii)
|
Farallon AA GP, L.L.C., a Delaware limited liability company (the “
FCAAI General Partner
”),
which is the general partner of FCAAI, with respect to the Shares held by FCAAI.
|
The FCIP V General Partner
|
|
(xiv)
|
Farallon Institutional (GP) V, L.L.C., a Delaware limited liability company (the “
FCIP
V General Partner
”), which is the general partner of FCIP V, with respect to the Shares held by FCIP V.
|
The F5MI General Partner
|
|
(xv)
|
Farallon F5 (GP), L.L.C., a Delaware limited liability company (the “
F5MI General Partner
”),
which is the general partner of F5MI, with respect to the Shares held by F5MI.
|
The FEPM General Partner
|
|
(xvi)
|
Farallon Equity Partners (GP), L.L.C., a Delaware limited liability company (the “
FEPM
General Partner
”), which is the general partner of FEPM, with respect to the Shares held by FEPM.
|
The Farallon Individual Reporting Persons
|
|
(xvii)
|
The following persons, each
of whom is a managing member of both the Farallon General Partner and the Management
Company, a manager or senior manager, as the case may be, of the FCAAI General Partner,
the FCIP V General Partner and the FEPM General Partner, and a director and/or officer
of the general partner of the sole member of the F5MI General Partner, with respect to
the Shares held by the Farallon Funds and the Managed Accounts: Philip D. Dreyfuss (“
Dreyfuss
”),
Michael B. Fisch (“
Fisch
”), Richard B. Fried (“
Fried
”),
David T. Kim (“
Kim
”), Monica R. Landry (“
Landry
”),
Michael G. Linn (“
Linn
”), Rajiv A. Patel (“
Patel
”),
Thomas G. Roberts, Jr. (“
Roberts
”), William Seybold (“
Seybold
”),
Andrew J. M. Spokes (“
Spokes
”), John R. Warren (“
Warren
”)
and Mark C. Wehrly (“
Wehrly
”).
|
Dreyfuss, Fisch,
Fried, Kim, Landry, Linn, Patel, Roberts, Seybold, Spokes, Warren and Wehrly are together referred to herein as the “
Farallon
Individual Reporting Persons
.”
The citizenship of
each of the Farallon Funds, the Management Company, the Farallon General Partner, the FCAAI General Partner, the FCIP V General
Partner, the F5MI General Partner and the FEPM General Partner is set forth above. Each of the Farallon Individual Reporting
Persons, other than Spokes, is a citizen of the United States. Spokes is a citizen of the United Kingdom. The address
of the principal business office of each of the Reporting Persons is c/o Farallon Capital Management, L.L.C., One Maritime
Plaza, Suite 2100, San Francisco, California 94111.
|
|
Item 3
.
|
If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), Check
Whether the Person Filing Is an Entity Specified in (a) - (k)
:
|
Not applicable.
Item 4
.
Ownership
The information required
by Items 4(a) - (c) and set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference
for each such Reporting Person.
The Shares reported
hereby for the Farallon Funds are owned directly by the Farallon Funds, and those reported by the Management Company on behalf
of the Managed Accounts are owned directly by the Managed Accounts. The Management Company, as investment adviser to the Managed
Accounts, may be deemed to be a beneficial owner of all such Shares owned by the Managed Accounts. The Farallon General Partner,
as general partner of the Farallon Funds other than F5MI and the sole member of each of the FCAAI General Partner, the FCIP V General
Partner
and the FEPM General Partner,
may be
deemed to be a beneficial owner of all such Shares
owned by the Farallon Funds other than
F5MI. The FCAAI General Partner, as general partner of FCAAI, may be deemed to be a beneficial owner of all such Shares owned
by FCAAI. The FCIP V General Partner, as general partner of FCIP V, may be deemed to be a beneficial owner of all such Shares owned
by FCIP V. The F5MI General Partner, as general partner of F5MI, may be deemed to be a beneficial owner of all such Shares owned
by F5MI. The FEPM General Partner, as general partner of FEPM, may be deemed to be a beneficial owner of all such Shares owned
by FEPM. Each of the Farallon Individual Reporting Persons, as a managing member of both the Farallon General Partner and the Management
Company and a manager or senior manager, as the case may be, of the FCAAI General Partner, the FCIP V General Partner and the FEPM
General Partner, and a director and/or officer of the general partner of the sole member of the F5MI General Partner, in each case
with the power to exercise investment discretion, may be deemed to be a beneficial owner of all such Shares owned by the Farallon
Funds and the Managed Accounts.
Each of the Management Company, the Farallon General Partner, the the FCAAI General Partner,
FCIP V General Partner, the F5MI General Partner, the FEPM General Partner and the Farallon Individual Reporting Persons hereby
disclaims any beneficial ownership of any such Shares.
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
Not applicable.
|
|
Item 7
.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent
Holding Company or Control Person
|
Not applicable.
|
|
Item 8
.
|
Identification and Classification of Members of the Group
|
The Reporting Persons
are filing this Schedule 13G pursuant to Section 240.13d-1(c). Consistent with Item 2 of the cover page for each Reporting
Person above, the Reporting Persons neither disclaim nor affirm the existence of a group among them.
Item 9
.
Notice of Dissolution of Group
Not applicable.
Item 10
.
Certification
By signing below I certify
that, to the best of my 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, other than activities solely in connection
with a nomination under §240.14a-11.
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: February 13, 2019
/s/
Monica R. Landry
FARALLON
PARTNERS, L.L.C.,
On
its own behalf and
As
the General Partner of
FARALLON
CAPITAL PARTNERS, L.P.,
FARALLON
CAPITAL INSTITUTIONAL PARTNERS, L.P.,
FARALLON
CAPITAL INSTITUTIONAL PARTNERS II, L.P.,
FARALLON
CAPITAL INSTITUTIONAL PARTNERS III, L.P.,
FARALLON
CAPITAL OFFSHORE INVESTORS II, L.P. and
FARALLON
CAPITAL (AM) INVESTORS, L.P.
By
Monica R. Landry, Managing Member
/s/
Monica R. Landry
FARALLON
CAPITAL MANAGEMENT, L.L.C.
By
Monica R. Landry, Managing Member
/s/
Monica R. Landry
FARALLON
INSTITUTIONAL (GP) V, L.L.C.
On
its own behalf and
As
the General Partner of
FOUR
CROSSINGS INSTITUTIONAL PARTNERS V, L.P.
By
Monica R. Landry, Manager
/s/
Monica R. Landry
FARALLON
AA GP, L.L.C.,
On
its own behalf and
As
the General Partner of
FARALLON
CAPITAL AA INVESTORS, L.P.
By
Monica R. Landry, Manager
/s/
Monica R. Landry
FARALLON
F5 (GP), L.L.C.
On
its own behalf and
As
the General Partner of
FARALLON
CAPITAL F5 MASTER I, L.P.
By
Monica R. Landry, Authorized Signatory
/s/ Monica R. Landry
FARALLON EQUITY PARTNERS (GP), L.L.C.
On its own behalf and
As the General Partner of
FARALLON EQUITY PARTNERS MASTER, L.P.
By Monica R. Landry, Manager
/s/ Monica R. Landry
Monica R. Landry, individually
and as attorney-in-fact for each of Philip D. Dreyfuss, Michael B. Fisch, Richard B. Fried, David T. Kim, Michael G. Linn, Rajiv
A. Patel, Thomas G. Roberts, Jr., William Seybold, Andrew J. M. Spokes, John R. Warren and Mark C. Wehrly
The Powers of Attorney executed by each
of Fisch, Fried, Kim, Linn, Patel, Roberts, Spokes, Warren and Wehrly authorizing Landry to sign and file this Schedule 13G on
his behalf, which were filed as exhibits to the Schedule 13D filed with the Securities and Exchange Commission (the “
SEC
”)
on August 26, 2014 by such Reporting Persons with respect to the Common Stock of Town Sports International Holdings Inc., are
hereby incorporated by reference. The Powers of Attorney executed by each of Dreyfuss and Seybold authorizing Landry to sign and
file this Schedule 13G on his behalf, which were filed as exhibits to the Schedule 13G filed with the SEC on January 11, 2017
by such Reporting Persons with respect to the Ordinary Shares of Sky Solar Holdings, Ltd., are hereby incorporated by reference.
EXHIBIT INDEX
|
EXHIBIT 1
|
Joint Acquisition
Statement Pursuant to Section 240.13d-1(k) (previously filed)
|
Page
37 of 37 Pages