SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No.  5)

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(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 o.

 

 

 

(1) Taking into account the Reporting Person’s ownership of the Issuer’s Class B Shares (10 votes per share), the Reporting Person has combined voting power with respect to 93.1% of the Issuer’s common stock.  See Item 5.

 

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(2) Taking into account the Reporting Person’s ownership of the Issuer’s Class B Shares (10 votes per share), the Reporting Person has combined voting power with respect to 93.1% of the Issuer’s common stock.  See Item 5.

 

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(3) Taking into account the Issuer’s outstanding Class B Shares (10 votes per share), the Reporting Person has combined voting power with respect to 2.2% of the Issuer’s common stock.  See Item 5.

 

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(4) Taking into account the Reporting Person’s ownership of the Issuer’s Class B Shares (10 votes per share), the Reporting Person has combined voting power with respect to 94.8% of the Issuer’s common stock.  See Item 5.

 

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Explanatory Note:  This Amendment No. 5 to Schedule 13D on the Class A Common Stock of GAMCO Investors, Inc. (the “Issuer”), is being filed on behalf of the undersigned to amend the Schedule 13D, as amended (the “Schedule 13D”), which was originally filed on February 6, 2013.  Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meanings as set forth in the Schedule 13D.

 

Item 1.                                                         Security and Issuer

 

Item 1 is amended and restated in its entirety as follows:

 

The title of the class of equity securities to which this statement relates is the Issuer’s Class A Common Stock, par value $0.001 per share (the “Class A Shares”).  The Class A Shares are traded on the New York Stock Exchange (“NYSE”) under the symbol “GBL”.  Mario J. Gabelli (“Mario Gabelli”) is deemed to be the controlling person of the Issuer on the basis of his ownership of a majority of the voting stock and the capital stock of GGCP, Inc. (“GGCP”), a privately held Wyoming corporation, which, through GGCP Holdings, LLC (“GGCP Holdings”), owns a majority of the voting stock and a majority of the capital stock of the Issuer.  The address of the principal executive officers of the Issuer is GAMCO Investors, Inc., One Corporate Center, Rye, New York 10580-1435.

 

Item 2.                                                         Identity and Background

 

Item 2 is amended and restated in its entirety as follows:

 

This statement is being filed by Mario Gabelli and various entities which he directly or indirectly controls.

 

(a), (b) and (c) — This statement is being filed by one or more of the following persons: Gabelli Foundation, Inc. (the “Foundation”), GGCP, GGCP Holdings, Gabelli Securities, Inc. (“GSI”) and Mario Gabelli.  Those of the foregoing persons signing this Schedule 13D are hereinafter referred to as the “Reporting Persons”.

 

GGCP makes investments for its own account and is the managing member and holder of a majority of the equity interest of GGCP Holdings.  GSI is a 93.9% owned subsidiary of Associated Capital Group, Inc. (“ACG”), which is an NYSE listed company that was spun-off by the Issuer on November 30, 2015.  ACG, through GSI, is engaged in the alternative investment management and institutional research services business.  Mario Gabelli is also deemed to be the controlling person of ACG on the basis of his ownership of a majority of the voting stock and the capital stock of GGCP, which, through GGCP Holdings, owns a majority of the voting stock and a majority of the capital stock of ACG.

 

The Issuer is the parent company for a variety of companies engaged in the securities business including the management of registered investment companies and separately managed accounts.

 

Mario Gabelli is the Chairman, Chief Executive Officer, Chief Investment Officer and controlling shareholder of the Issuer.  Mario Gabelli is the Executive Chairman and Chief Executive Officer of ACG.  Mario Gabelli is also the controlling stockholder, Chief Executive Officer and a director of GGCP.  Mario Gabelli is also a member of GGCP Holdings and has a profits interest in GGCP Holdings.

 

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The Foundation is a private foundation.  Mario Gabelli is the Chairman, a Trustee and the Investment Manager of the Foundation.

 

The Reporting Persons do not admit that they constitute a group.

 

The business address of Mario Gabelli is GAMCO Investors, Inc., One Corporate Center, Rye, NY 10580.  GGCP is a Wyoming corporation having its principal business office at 140 Greenwich Avenue, Greenwich, CT 06830.  GGCP Holdings is a Delaware limited liability company having its principal business office at 140 Greenwich Avenue, Greenwich, CT 06830.  GSI is a Delaware Corporation having its principal business office One Corporate Center, Rye, NY 10580.

 

For information required by instruction C to Schedule 13D with respect to the executive officers and directors of the foregoing entities (collectively, “Covered Persons”), reference is made to Schedule I annexed hereto and incorporated herein by reference.

 

(d) - (e) — None of the Reporting Persons, during the last five years, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

(f) — Each Reporting Person is a citizen of the United States.

 

Item 3.                                                         Source and Amount of Funds or Other Consideration

 

Item 3 is amended, in pertinent part, as follows:

 

The first paragraph of Item 4 is incorporated herein by reference.

 

Item 4.                                                         Purpose of Transaction

 

Item 4 is amended, in pertinent part, as follows:

 

On November 27, 2015, the Issuer sold 4,393,055 Class A Shares (the “Shares”) to GSI, which at the time was the Issuer’s 93.9% owned subsidiary, at a price of $34.1448 per Share.  The sale was made in advance of the spin-off of ACG from the Issuer on November 30, 2015, pursuant to which the Issuer transferred to ACG its alternative investment management business, its institutional research services business and certain cash and other assets (the “Spin-Off”).  GSI paid the purchase price by issuing a note to the Issuer in the principal amount of $149,999,984.36 (the “GSI Note”).  The Issuer contributed the GSI Note to ACG and GSI became a majority-owned subsidiary of ACG as of November 30, 2015 in connection with the completion of the Spin-Off.  Due to his control of ACG, Mario Gabelli may be deemed to beneficially own the Class A Shares held by GSI.  The purpose of the sale of Shares was to possibly provide capital to ACG through the subsequent sale of the Shares.

 

On February 5, 2013, the Board of Directors of the Issuer (the “Board”) adopted a resolution permitting GGCP or its shareholders to exchange an additional 1,200,000 of the Issuer’s Class B Common Stock (“Class B Shares”) of the Issuer for an equal number of shares of Class A Shares of the Issuer as long as there are sufficient authorized but unissued Class A Shares unreserved for

 

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issuance.  As a result of the above transaction, as of December 1, 2015, a total of 772,618 Class A Shares remain available to be issued upon exchange of 772,618 Class B Shares (the “Convertible Class B Shares”) by Mario Gabelli, GGCP Holdings, GGCP, or GGCP’s shareholders.  The Class A Shares and the Class B Shares are identical in all respects except that holders of the Class A Shares are entitled to one vote per share and holders of the Class B Shares are entitled to ten votes per share.

 

Mario Gabelli serves as the Chief Executive Officer and Chairman of the Board of Directors of the Issuer.  As disclosed in Item 1 above, Mario Gabelli is also deemed to be the control person of the Issuer.  Because of the foregoing, the Reporting Persons at any time and from time to time in the ordinary course of performing their roles relating to the Issuer or as investors in the Issuer may propose or take action in relation to the business of the Issuer including: changes in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; the business and operations of the Issuer; share repurchases by the Issuer; distributions by the Issuer, including the amounts, makeup and timing thereof; the terms of any new issuances of an existing or new class of securities by the Issuer; sales of assets; changes in the Issuer’s charter or by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; and any such other matters.  Any such proposals or actions by the Reporting Persons may be based on the Reporting Persons’ views of their best interest, their obligations to the Issuer (to the extent required by applicable law or agreement), and other factors in light of (i) the Issuer’s financial position, future actions taken by the Board, price levels of the common stock or other equity or debt securities of the Issuer and (ii) general economic, political, or industry conditions, including conditions in the securities market, or changes in laws, rules, regulations or customs, and any other conditions or changes thereto, in the Reporting Persons’ sole determination.  In as much as none of these proposals or activities would represent a material change in the plans of the Reporting Persons regarding their control over the Issuer, the Reporting Persons will not file amendments to this Schedule 13D reflective thereof.

 

The Reporting Persons intend to review their investments in the Issuer on a continuing basis and depending on various factors the Reporting Persons may deem relevant to their investment decision, including, without limitation, the Issuer’s financial position and strategic direction, the price levels of the Issuer’s common stock, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may decide to acquire additional securities, sell some or all of their securities, or to continue to hold their existing position in the securities for investment.

 

Other than as described above, none of the Reporting Persons has any present plans or proposals which related to or would result in any transaction, change or event specified in clauses (a) through (j) of Item 4 of Schedule 13D.

 

Item 5.                                                         Interest in Securities of the Issuer

 

Item 5 is amended, in pertinent part, as follows:

 

(a)                                 The information relating to the beneficial ownership of Class A Shares by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto is incorporated herein by reference. The percentages set forth in Row 13 for all cover pages filed herewith are calculated based upon 10,638,507 Class A Shares outstanding as of December 1, 2015, as provided by the Issuer.  In addition, the information relating to the beneficial ownership

 

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of Class A Shares by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto assumes the conversion of the 772,618 Convertible Class B Shares into Class A Shares by GGCP Holdings. Mario Gabelli is deemed to have beneficial ownership of the securities owned beneficially by each of the Reporting Persons.  GGCP is deemed to have beneficial ownership of the securities owned beneficially by GGCP Holdings and GSI.

 

The following table sets forth information with respect to the beneficial ownership of the Class A Shares and the Class B Shares by each of the Reporting Persons.  However, this table ignores the fact that the 772,618 Convertible Class B Shares may be exchanged for Class A Shares so as to reflect the total voting power of the Reporting Persons, as the Class B Shares have ten votes per share and the Class A Shares have only one vote per share.  The percentages of beneficial ownership below are based upon 10,638,507 Class A Shares and 19,196,792 Class B Shares outstanding as December 1, 2015, as provided by the Issuer.

 

		Number of Shares Beneficially Owned						Percentage of Shares Beneficially Owned						Percentage of Combined Voting Power of All
Name of Beneficial Owner		Class A		Class B		Total A & B		Class A		Class B		Total A & B		Classes of Stock
GGCP, Inc.		4,403,055		18,423,741		22,826,796		41.4	%	96.0	%	76.5	%	93.1	%
GGCP Holdings, LLC		4,393,055	(1)	18,423,741		22,816,796		41.3	%	96.0	%	76.5	%	93.1	%
Gabelli Securities, Inc.		4,393,055		—		4,393,055		41.3	%	0.0	%	14.7	%	2.2	%
Mario J. Gabelli		4,403,055		18,767,036		23,170,091		41.4	%	97.8	%	77.7	%	94.8	%

 

(1) This table ignores the fact that the 772,618 Convertible Class B Shares held by GGCP Holdings, LLC may be exchanged for 772,618 Class A Shares to reflect the total voting power.

 

(b)                                 Each of the Reporting Persons and Covered Persons has the sole power to vote or direct the vote and sole power to dispose or to direct the disposition of the securities reported for it, either for its own benefit or for the benefit of its investment clients or its partners, as the case may be, except that the power of Mario Gabelli is indirect with respect to securities beneficially owned directly by other Reporting Persons controlled by Mario Gabelli.

 

(c)                                  Information with respect to all transactions in the securities which were effected during the past sixty days or since the most recent filing on Schedule 13D, whichever is less, by each of the Reporting Persons and Covered Persons is set forth on Schedule II annexed hereto and incorporated herein by reference.

 

(d)                                 Not applicable.

 

(e)                                  Not applicable.

 

Item 6.                                                         Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

Item 6 is amended and restated in its entirety as follows:

 

The first paragraph of Item 4 is incorporated herein by reference.

 

The GSI Note has a 4.0% interest rate and interest is payable in cash and must be repaid on the earlier of (i) demand by the holder of the GSI Note or (ii) the fifth anniversary of the issuance of the GSI Note.  The foregoing description of the GSI Note is qualified in its entirety by

 

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reference to the GSI Note, which is attached hereto as Exhibit C and incorporated herein by reference.

 

Item 7.                                                         Material to be Filed as Exhibits

 

Item 7 is amended and restated in its entirety as follows:

 

Exhibit A:                                         Joint Filing Agreement*

Exhibit B:                                         Powers of Attorney to David M. Goldman, Thomas Hearity and Douglas R. Jamieson from Mario J. Gabelli individually and/or as an executive officer or director of any entity of which Mr. Gabelli serves (incorporated herein by reference to Exhibit B in the Initial Schedule 13D of the Reporting Persons with respect to Lincare Holdings Inc. filed with the SEC on July 17, 2012)

Exhibit C:                                         GSI Note*

 

* Filed herewith

 

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Signature

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated:  December 7, 2015

 

 

	GGCP, INC.
	GGCP HOLDINGS, LLC
	GABELLI SECURITIES, INC.
	MARIO J. GABELLI
	By:	/s/ Douglas R. Jamieson
		Douglas R. Jamieson
		Attorney-in-Fact

 

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Exhibit 99.A

 

EXHIBIT A

Joint Filing Agreement Pursuant to Rule 13d-1

 

This agreement is made pursuant to Rule 13d-l(k)(1) under the Securities and Exchange Act of 1934, as amended (the “Act”) by and among the parties listed below, each referenced to herein as a “Joint Filer.”  The Joint Filers agree that a statement of beneficial ownership as required by Sections 13(g) or 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13G or Schedule 13D, as appropriate, and that said joint filing may thereafter be amended by further joint filings.  The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1.

 

Date:  December 7, 2015

 

	GGCP, INC.
	GGCP HOLDINGS, LLC
	GABELLI SECURITIES, INC.
	MARIO J. GABELLI
	By:	/s/ Douglas R. Jamieson
		Douglas R. Jamieson
		Attorney-in-Fact

 

Exhibit 99.C

 

EXHIBIT C — GSI NOTE

 

 

ALLONGE TO PROMISSORY NOTE

 

This Allonge is attached to that certain Promissory Note, dated November 27, 2015, made by GABELLI SECURITIES, INC., a Delaware corporation, to the order of GAMCO INVESTORS, INC., in the original principal amount of ONE HUNDRED FORTY-NINE MILLION NINE HUNDRED NINETY-NINE THOUSAND NINE HUNDRED AND EIGHTY FOUR U.S. DOLLARS AND THIRTY-SIX U.S. CENTS ($149,999,984.36), for the purpose of annexing thereto the following endorsement:

 

Pay to the order of ASSOCIATED CAPITAL GROUP, INC. (“Assignee”), without recourse, representation or warranty, express or implied.

 

Dated: November 30, 2015

 

[SIGNATURE PAGE FOLLOWS]

 

 

IN WITNESS WHEREOF, each of the undersigned has caused this instrument to be executed by its duly authorized officer to be effective as of the day and year written above.

 

 

	LENDER: GAMCO INVESTORS, INC.
	By:	/s/ Douglas R. Jamieson
		Name: Douglas R. Jamieson
		Title: President and Chief Operating Officer
	BORROWER:
	GABELLI SECURITIES, INC.
	By:	/s/ Kevin Handwerker
		Name:	Kevin Handwerker
		Title:	General Counsel and Secretary
	ASSIGNEE:
	ASSOCIATED CAPITAL GROUP, INC.
	By:	/s/ Kieran Caterina
		Name:	Kieran Caterina
		Title:	Chief Financial Officer

 

[Signature Page to Allonge to GSI Note]

 

 

PROMISSORY NOTE

 

$149,999,984.36

November 27, 2015

 

Loan and Rate:

 

For value received, Gabelli Securities, Inc., a Delaware corporation (the “Borrower”), promises to pay to GAMCO Investors, Inc., a Delaware corporation (the “Lender”), or to Lender’s order, the principal amount of ONE HUNDRED FORTY-NINE MILLION NINE HUNDRED NINETY-NINE THOUSAND NINE HUNDRED AND EIGHTY FOUR U.S. DOLLARS AND THIRTY-SIX U.S. CENTS ($149,999,984.36), and to pay interest thereon from the date first written above at the annual rate of four percent (4.0%) on the terms and subject to the conditions set forth below.

 

Payment:

 

The outstanding principal amount under this Note, and all accrued and unpaid interest thereon, shall be due upon the earlier of (i) five business days after the Lender gives written notice to the Borrower demanding repayment of this Note or (ii) the fifth anniversary of the date this Note. The Borrower may at any time repay all or any portion of the outstanding principal amount of this Note together with all accrued and unpaid interest on the principal amount of this Note that is repaid.

 

Interest on all outstanding amounts under this Note shall be paid no later than annually on or before each anniversary of the date of this Note, or at such other time or times as agreed to by the Lender and the Borrower.

 

Default:

 

In the event that any payment of interest or principal is not received by the Lender within fifteen (15) days of the due date, then the entire principal balance together with all accrued and unpaid interest plus any other amounts then owing pursuant to this Note shall, without curing the default hereunder and to the extent permitted by law, thereafter bear interest at the annual rate of fifteen percent (15%). If any default occurs in any payment due under this Note, Borrower promises to pay all reasonable costs and expenses, including attorneys’ fees and expenses, incurred by the Lender in collecting or attempting to collect the indebtedness under this Note.

 

Assignment

 

Neither Lender nor Borrower may assign its rights hereunder without the consent of the other party, except that Lender may assign its rights hereunder to Associated Capital Group, Inc. without the consent of Borrower.

 

 

Governing Law:

 

This Note shall be governed by and interpreted in accordance with the laws of the State of New York without regard to conflict of law principles.

 

[Remainder of page intentionally left blank]

 

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IN WITNESS WHEREOF, the Borrower has caused this Note to be duly executed and delivered as of the day and year first above written.

 

 

			BORROWER:   GABELLI SECURITIES, INC.
			By:	/s/ Kevin Handwerker
				Name: Kevin Handwerker
				Its: General Counsel and Secretary
ACCEPTED AND AGREED:
LENDER
GAMCO INVESTORS, INC.
By:	/s/ Douglas R. Jamieson
	Name: Douglas R. Jamieson
	Its: President and Chief Operating Officer

 

[Signature Page to GSI Note]

 

 

Schedule I
Information with Respect to Executive
Officers and Directors of the Undersigned

 

Schedule I to Schedule 13D is amended, in pertinent part, as follows:

 

The following sets forth as to each of the executive officers and directors of the reporting persons: his name; his business address; his present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted.  Unless otherwise specified, the principal employer of each such individual is GAMCO Asset Management Inc., Gabelli Funds, LLC, Gabelli Securities, Inc., G.research, Inc., Teton Advisors, Inc., Associated Capital Group, Inc. or GAMCO Investors, Inc., the business address of each of which is One Corporate Center, Rye, New York 10580, and each such individual identified below is a citizen of the United States.  To the knowledge of the undersigned, during the last five years, no such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), and no such person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities law or finding any violation with respect to such laws.

 

Entity/Officer or Director		Principal Occupation and Employment
GGCP, Inc. Directors:
Mario J. Gabelli		Chairman & Chief Executive Officer GAMCO Investors, Inc. Director/Trustee of all registered investment companies advised by Gabelli Funds, LLC Executive Chairman and Chief Executive Officer of Associated Capital Group, Inc. Chief Executive Officer and Chief Investment Officer GGCP, Inc.
Marc J. Gabelli		President Associated Capital Group, Inc. President and Managing Director Gabelli Securities, Inc.
Matthew R. Gabelli		Vice President — Trading G.research, Inc. One Corporate Center Rye, NY 10580
Michael M. Gabelli		President and Chief Operating Officer Gabelli Partners, LLC

 

 

Entity/Officer or Director		Principal Occupation and Employment
Fredric V. Salerno (Chairman)		Former Vice Chairman and Chief Financial Officer Verizon Communications
Vincent S. Tese		Executive Chairman of FCB Financial Corp. Lawyer, Investment Adviser and Cable Television Executive Kramer Levin Naftalis & Frankel LLP 1177 Avenue of the Americas, 26th floor New York, NY 10036
Officers:
Mario J. Gabelli		See above.
Marc J. Gabelli		See above.
Mr. Vincent J. Capurso		Executive Vice President and General Tax Counsel GGCP, Inc.
Silvio A. Berni		Vice President, Assistant Secretary and Controller GGCP, Inc.
GGCP Holdings LLC Members:
GGCP, Inc.		Manager and Member GGCP Holdings, LLC
Mario J. Gabelli		See above.
Gabelli Securities, Inc. Directors:
Douglas G. DeVivo (Co-Chairman)		General Partner Alce Partners, L.P. 40 Laburnum Road Atherton, CA 94027
Marc Gabelli (Co-Chairman)		See above.
Salvatore Sodano (Vice Chairman)		Chairman and Chief Executive Officer Worldwide Capital Advisory Partners, LLC 520 White Plains Road, Suite 500 Tarrytown, NY 10591

 

 

Entity/Officer or Director		Principal Occupation and Employment
Daniel R. Lee		Chief Executive Officer, President Full House Resorts, Inc. 4670 South Fort Apache Road, Suite 190 Las Vegas, Nevada 89147
Douglas R. Jamieson		President and Chief Operating Officer GAMCO Investors, Inc. President Gabelli Securities, Inc.
William Mattison, Jr.		Retired
Robert Blake		President W.R. Blake & Sons. Inc. 347 W. 57th Street New York, New York 10019
Officers:
Douglas R. Jamieson		See above.
Diane LaPointe		Controller and Co-Chief Accounting Officer GAMCO Investors, Inc. Controller Gabelli Securities, Inc.
Kieran Caterina		Senior Vice President and Co-Chief Accounting Officer GAMCO Investors, Inc. Chief Financial Officer Associated Capital Group, Inc. Treasurer Gabelli Securities Group, Inc.
Kevin Handwerker		Executive Vice President, General Counsel and Secretary GAMCO Investors, Inc. Secretary Gabelli Securities, Inc.

 

 

Entity/Officer or Director		Principal Occupation and Employment
David Goldman		Secretary Associated Capital Group, Inc. General Counsel GAMCO Asset Management Inc. Assistant Secretary Gabelli Securities, Inc.

 

Set forth below is the beneficial ownership of the Issuer’s Class A Common Stock and Class B Common Stock for each of the Covered Persons as of December 1, 2015, except for Covered Persons who are also Reporting Persons, whose beneficial ownership is reported in Item 5 above.  Unless otherwise indicated, to our knowledge, the persons or entities named in the table below have sole voting and investment power with respect to all shares indicated as beneficially owned by those persons.

 

		No. of shares of Class A Common Stock		No. of shares of Class B Common Stock
Silvio Berni		—		—
Robert Blake		10,000		—
Vincent J. Capurso		—		—
Kieran Caterina		8,380		—
Douglas G. DeVivo		—		—
Marc J. Gabelli		20,768		3,018
Matthew R. Gabelli		27,398		56,729
Michael M. Gabelli		10,445		17,047
David Goldman		5,630		—
Kevin Handwerker		1000		—
Douglas R. Jamieson		14,395		29,471
Diane LaPointe		7,130		—
Daniel R. Lee		—		—
William Mattison, Jr.		—		—
Frederick V. Salerno		—		—
Salvatore Sodano		—		—
Vincent Tese		—		—

 

 

SCHEDULE II
INFORMATION WITH RESPECT TO
TRANSACTIONS EFFECTED DURING THE PAST SIXTY DAYS OR
SINCE THE MOST RECENT FILING ON SCHEDULE 13D (1)

 

DATE		SHARES PURCHASED (SOLD)		AVERAGE PRICE(2)
CLASS A COMMON STOCK - GAMCO INVESTORS, INC.
GABELLI FOUNDATION, INC.
GABELLI SECURITIES, INC.
11/27/2014(3)		4,393,055		$	34.1448
MARIO J. GABELLI
11/09/15		(5,000	)	$	0.00	(4)
10/29/15		(5,000	)	$	0.00	(4)
DOUGLAS JAMIESON
10/26/15(5)		(1,032	)	$	57.86
DIANE LAPOINTE
10/26/15(5)		(370	)	$	57.86
KEVIN HANDWERKER
10/23/15(5)		(27	)	$	57.86
10/23/15		(1,755	)	$	59.2518
10/19/15(5)		(1,218	)	$	57.86
KIERAN CATERINA
10/19/15(5)		(370	)	$	57.86

 

(1)                                 Unless otherwise indicated, all transactions were effected on the NYSE.

 

(2)                                 Price excludes commission.

 

(3)                                 Private transaction.  See Item 4.

 

(4)                                 Bona fide gift.

 

(5)                                 Sold stock to pay tax liability upon vesting of restricted stock award.