0000909012-13-000388.txt : 20131025
0000909012-13-000388.hdr.sgml : 20131025
20131025143402
ACCESSION NUMBER: 0000909012-13-000388
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20131025
DATE AS OF CHANGE: 20131025
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: MAC-GRAY CORP
CENTRAL INDEX KEY: 0001038280
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200]
IRS NUMBER: 043361982
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-53449
FILM NUMBER: 131170467
BUSINESS ADDRESS:
STREET 1: 404 WYMAN STREET
STREET 2: SUITE 400
CITY: WALTHAM
STATE: MA
ZIP: 02451
BUSINESS PHONE: 781-487-7600
MAIL ADDRESS:
STREET 1: 404 WYMAN STREET
STREET 2: SUITE 400
CITY: WALTHAM
STATE: MA
ZIP: 02451
FORMER COMPANY:
FORMER CONFORMED NAME: MAC GRAY INC
DATE OF NAME CHANGE: 19970424
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: River Road Asset Management, LLC
CENTRAL INDEX KEY: 0001341401
IRS NUMBER: 432076925
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
BUSINESS ADDRESS:
STREET 1: 462 SOUTH FOURTH STREET, SUITE 1600
CITY: LOUISVILLE
STATE: KY
ZIP: 40207
BUSINESS PHONE: 5023714100
MAIL ADDRESS:
STREET 1: 462 SOUTH FOURTH STREET, SUITE 1600
CITY: LOUISVILLE
STATE: KY
ZIP: 40207
SC 13D/A
1
t307227.txt
MACGRAY
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 3)
Mac-Gray Corporation
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
554153106
(CUSIP Number)
Thomas D. Mueller
Chief Operating Officer and Chief Compliance Officer
462 South Fourth Street, Suite 1600
Louisville, KY 40202
(502) 371-4100
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 16, 2013
(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
(Continued on following pages)
(Page 1 of 11 Pages)
CUSIP No. 554153106 13D Page 2 of 11 Pages
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
RIVER ROAD ASSET MANAGEMENT, LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 207,178
SHARES --------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER NONE
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 335,678
REPORTING --------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER NONE
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
335,678
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.3%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IA
--------------------------------------------------------------------------------
CUSIP No. 554153106 13D Page 3 of 11 Pages
--------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS
AVIVA INVESTORS NORTH AMERICA HOLDINGS, INC.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
--------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
--------------------------------------------------------------------------------
SEC USE ONLY
--------------------------------------------------------------------------------
SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
IOWA
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER NONE
SHARES --------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 207,178
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER NONE
REPORTING --------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER 335,678
--------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
335,678
--------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
--------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.3%
--------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
CO, HC
--------------------------------------------------------------------------------
CUSIP No. 554153106 13D Page 4 of 11 Pages
--------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS
AVIVA INVESTORS HOLDINGS LTD
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
--------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
--------------------------------------------------------------------------------
SEC USE ONLY
--------------------------------------------------------------------------------
SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
ENGLAND AND WALES
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER NONE
SHARES --------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 207,178
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER NONE
REPORTING --------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER 335,678
--------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
335,678
--------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
--------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.3%
--------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
CO, HC
--------------------------------------------------------------------------------
CUSIP No. 554153106 13D Page 5 of 11 Pages
--------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS
AVIVA GROUP HOLDINGS LIMITED
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
--------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
--------------------------------------------------------------------------------
SEC USE ONLY
--------------------------------------------------------------------------------
SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
ENGLAND AND WALES
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER NONE
SHARES --------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 207,178
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER NONE
REPORTING --------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER 335,678
--------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
335,678
--------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
--------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.3%
--------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
CO, HC
--------------------------------------------------------------------------------
CUSIP No. 554153106 13D Page 6 of 11 Pages
--------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS
AVIVA PLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
--------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
--------------------------------------------------------------------------------
SEC USE ONLY
--------------------------------------------------------------------------------
SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
ENGLAND AND WALES
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER NONE
SHARES --------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 207,178
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER NONE
REPORTING --------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER 335,678
--------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
335,678
--------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
--------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.3%
--------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
CO, HC
--------------------------------------------------------------------------------
CUSIP No. 554153106 13D Page 7 of 11 Pages
ITEM 1. SECURITY AND ISSUER
This statement relates to shares of Common Stock, par value $.01 per share (the
"Stock"), of Mac-Gray Corporation (the "Issuer"). The principle executive office
of the Issuer is located at the following address:
Mac-Gray Corporation
404 Wyman Street, Suite 400
Waltham, Massachusetts 02451-1212
This Amendment No. 3 hereby amends the Items of the Statement of Beneficial
Ownership on Schedule 13D identified below or the particular paragraphs of such
Items which are identified below. Except as amended by this Amendment No. 3, the
Schedule 13D remains unchanged. This Amendment No. 3 constitutes an exit filing
for the Filers whose beneficial ownership has decreased below the 5.0% Schedule
13D reporting threshold as a result of sales of shares by the Filers.
ITEM 2. IDENTITY AND BACKGROUND
The information regarding the persons filing this statement is as follows:
(b) The business address of the Filers is as follows:
FOR RRAM: 462 SOUTH FOURTH STREET, SUITE 1600, LOUISVILLE, KY 40202
FOR AINAH: 225 WEST WACKER, SUITE 1750, CHICAGO, IL 60606
FOR AIHL: NO. 1 POULTRY, LONDON, ENGLAND, EC2R 8EJ
FOR AGHL AND AVIVA: AVIVA plc, ST HELEN'S, 1 UNDERSHAFT, LONDON EC3P 3DQ
THE NAME, BUSINESS ADDRESS, BUSINESS ACTIVITY AND PRESENT PRINCIPAL
OCCUPATION OR EMPLOYMENT OF EACH EXECUTIVE OFFICER AND DIRECTOR OF THE
FILERS ARE SET FORTH IN EXHIBIT A, WHICH IS INCORPORATED HEREIN BY
REFERENCE.
CUSIP No. 554153106 13D Page 8 of 11 Pages
ITEM 4. PURPOSE OF TRANSACTION
The Filers have reduced the number of shares owned since filing Amendment No. 2
on May 17, 2013. As a result, the Filers' beneficial ownership is less than 5%
of the outstanding shares of the stock of the Issuer.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Based on 14,708,456 shares of Common Stock of the Issuer outstanding as of
August 5, 2013, the Filers may be deemed to beneficially own 335,678, or
2.3%, of the Issuer's outstanding shares of Common Stock.
(b) The Filers have the sole power to vote or direct the vote of 207,178 shares
of the Stock and to dispose or direct the disposition of 335,678 shares of
the Stock that the Filers may be deemed to beneficially own.
(c) The Filers effected the following transactions in the Stock in open market
transactions on the dates indicated, and such transactions are the only
transactions in the Stock by the Filers during the sixty days prior to
October 24, 2013 (date range: August 26, 2013 through October 24, 2013):
(4) PRICE
(3) NUMBER OF PER SHARE (5) HOW
SHARES OF COMMON OF COMMON TRANSACTED -
(1) NAME (2) DATE STOCK STOCK SELL OR BUY WHERE TRANSACTED
RRAM 8/26/2013 234 14.98 Sell RRAM Principal Place of Business
RRAM 8/26/2013 180 14.95 Sell RRAM Principal Place of Business
RRAM 8/27/2013 3262 14.19 Sell RRAM Principal Place of Business
RRAM 8/28/2013 6046 14.23 Sell RRAM Principal Place of Business
RRAM 8/28/2013 5000 14.23 Sell RRAM Principal Place of Business
RRAM 8/28/2013 15980 14.23 Sell RRAM Principal Place of Business
RRAM 8/28/2013 3500 14.23 Sell RRAM Principal Place of Business
RRAM 8/28/2013 220 14.23 Sell RRAM Principal Place of Business
RRAM 8/28/2013 4000 14.23 Sell RRAM Principal Place of Business
RRAM 8/28/2013 900 14.23 Sell RRAM Principal Place of Business
RRAM 8/28/2013 200 14.23 Sell RRAM Principal Place of Business
RRAM 8/28/2013 2400 14.23 Sell RRAM Principal Place of Business
RRAM 8/28/2013 100 14.23 Sell RRAM Principal Place of Business
RRAM 8/28/2013 7617 14.23 Sell RRAM Principal Place of Business
RRAM 8/28/2013 1000 14.23 Sell RRAM Principal Place of Business
RRAM 8/28/2013 6208 14.23 Sell RRAM Principal Place of Business
RRAM 8/29/2013 172 14.40 Sell RRAM Principal Place of Business
RRAM 8/29/2013 226 14.40 Sell RRAM Principal Place of Business
RRAM 9/5/2013 270 14.34 Sell RRAM Principal Place of Business
RRAM 9/5/2013 170 14.34 Sell RRAM Principal Place of Business
RRAM 9/5/2013 160 14.34 Sell RRAM Principal Place of Business
RRAM 9/5/2013 8580 14.34 Sell RRAM Principal Place of Business
RRAM 9/5/2013 330 14.34 Sell RRAM Principal Place of Business
RRAM 9/5/2013 140 14.34 Sell RRAM Principal Place of Business
RRAM 9/5/2013 28 14.35 Sell RRAM Principal Place of Business
RRAM 9/6/2013 32 14.44 Sell RRAM Principal Place of Business
RRAM 9/6/2013 210 14.44 Sell RRAM Principal Place of Business
RRAM 9/6/2013 730 14.44 Sell RRAM Principal Place of Business
RRAM 9/6/2013 200 14.44 Sell RRAM Principal Place of Business
RRAM 9/6/2013 100 14.44 Sell RRAM Principal Place of Business
RRAM 9/11/2013 230 14.22 Sell RRAM Principal Place of Business
RRAM 9/24/2013 300 14.97 Sell RRAM Principal Place of Business
RRAM 9/25/2013 120 14.84 Sell RRAM Principal Place of Business
RRAM 9/25/2013 60 14.84 Sell RRAM Principal Place of Business
RRAM 9/25/2013 130 14.84 Sell RRAM Principal Place of Business
RRAM 9/25/2013 110 14.84 Sell RRAM Principal Place of Business
RRAM 9/25/2013 30 14.84 Sell RRAM Principal Place of Business
RRAM 9/25/2013 30 14.84 Sell RRAM Principal Place of Business
RRAM 9/25/2013 100 14.84 Sell RRAM Principal Place of Business
RRAM 9/25/2013 40 14.84 Sell RRAM Principal Place of Business
RRAM 9/25/2013 60 14.84 Sell RRAM Principal Place of Business
RRAM 9/25/2013 10 14.84 Sell RRAM Principal Place of Business
RRAM 9/25/2013 70 14.84 Sell RRAM Principal Place of Business
RRAM 9/25/2013 160 14.84 Sell RRAM Principal Place of Business
RRAM 9/25/2013 10 14.84 Sell RRAM Principal Place of Business
RRAM 9/25/2013 140 14.84 Sell RRAM Principal Place of Business
RRAM 9/25/2013 60 14.84 Sell RRAM Principal Place of Business
RRAM 9/25/2013 60 14.84 Sell RRAM Principal Place of Business
RRAM 9/25/2013 10 14.84 Sell RRAM Principal Place of Business
RRAM 9/25/2013 60 14.84 Sell RRAM Principal Place of Business
RRAM 9/25/2013 30 14.84 Sell RRAM Principal Place of Business
RRAM 9/25/2013 2400 14.84 Sell RRAM Principal Place of Business
RRAM 9/30/2013 1160 14.58 Buy RRAM Principal Place of Business
RRAM 9/30/2013 100 14.58 Buy RRAM Principal Place of Business
RRAM 10/10/2013 270 14.67 Buy RRAM Principal Place of Business
RRAM 10/10/2013 100 14.67 Buy RRAM Principal Place of Business
RRAM 10/10/2013 270 14.67 Sell RRAM Principal Place of Business
RRAM 10/10/2013 370 14.67 Sell RRAM Principal Place of Business
RRAM 10/15/2013 1032 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 342 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 1500 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 3490 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 12800 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 2000 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 15030 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 2956 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 24000 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 7800 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 1650 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 3300 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 22170 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 3170 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 100 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 12620 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 5530 20.97 Sell RRAM Principal Place of Business
RRAM 10/15/2013 5790 20.97 Sell RRAM Principal Place of Business
RRAM 10/15/2013 1680 20.97 Sell RRAM Principal Place of Business
RRAM 10/15/2013 30 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 20 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 10 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 20 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 580 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 1250 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 1030 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 270 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 290 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 920 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 797 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 1120 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 90 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 20 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 627 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 1514 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 148 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 1359 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 580 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 1294 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 300 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 1250 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 1230 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 589 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 360 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 710 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 532 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 220 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 30 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 520 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 430 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 30 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 20 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 30 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 40 20.97 Sell RRAM Principal Place of Business
RRAM 10/15/2013 90 20.97 Sell RRAM Principal Place of Business
RRAM 10/15/2013 660 20.97 Sell RRAM Principal Place of Business
RRAM 10/15/2013 10 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 140 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 310 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 260 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 70 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 70 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 230 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 200 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 290 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 20 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 10 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 150 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 380 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 1663 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 30 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 330 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 140 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 517 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 330 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 80 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 320 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 320 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 150 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 650 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 140 20.97 Sell RRAM Principal Place of Business
RRAM 10/15/2013 1370 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 3430 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 340 20.97 Sell RRAM Principal Place of Business
RRAM 10/15/2013 1230 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 780 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 1160 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 2000 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 10 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 10 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 150 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 330 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 270 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 70 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 80 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 250 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 20 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 10 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 170 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 410 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 40 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 360 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 160 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 1590 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 380 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 1180 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 1260 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 1750 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 50 20.97 Sell RRAM Principal Place of Business
RRAM 10/15/2013 1300 20.97 Sell RRAM Principal Place of Business
RRAM 10/15/2013 1170 21.00 Sell RRAM Principal Place of Business
RRAM 10/15/2013 480 21.13 Sell RRAM Principal Place of Business
RRAM 10/15/2013 240 20.97 Sell RRAM Principal Place of Business
RRAM 10/15/2013 2490 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 880 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 100 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 70 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 150 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 120 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 30 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 30 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 110 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 10 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 70 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 180 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 20 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 160 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 70 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 440 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 2490 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 480 20.97 Sell RRAM Principal Place of Business
RRAM 10/15/2013 20 20.97 Sell RRAM Principal Place of Business
RRAM 10/15/2013 50 20.97 Sell RRAM Principal Place of Business
RRAM 10/15/2013 10 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 10 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 10 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 10 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 10 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 10 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 10 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 10 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 400 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 130 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 130 20.98 Sell RRAM Principal Place of Business
RRAM 10/15/2013 210 20.98 Sell RRAM Principal Place of Business
RRAM 10/15/2013 7400 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 730 20.97 Sell RRAM Principal Place of Business
RRAM 10/15/2013 540 20.97 Sell RRAM Principal Place of Business
RRAM 10/15/2013 630 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 70 21.01 Sell RRAM Principal Place of Business
RRAM 10/15/2013 160 21.01 Sell RRAM Principal Place of Business
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RRAM 10/23/2013 240 21.09 Sell RRAM Principal Place of Business
RRAM 10/23/2013 930 21.15 Sell RRAM Principal Place of Business
RRAM 10/23/2013 170 21.15 Sell RRAM Principal Place of Business
RRAM 10/23/2013 170 21.15 Sell RRAM Principal Place of Business
RRAM 10/23/2013 100 21.15 Sell RRAM Principal Place of Business
RRAM 10/23/2013 40 21.15 Sell RRAM Principal Place of Business
RRAM 10/23/2013 10 21.15 Sell RRAM Principal Place of Business
RRAM 10/23/2013 20 21.15 Sell RRAM Principal Place of Business
RRAM 10/23/2013 150 21.15 Sell RRAM Principal Place of Business
RRAM 10/23/2013 90 21.15 Sell RRAM Principal Place of Business
RRAM 10/23/2013 530 21.15 Sell RRAM Principal Place of Business
RRAM 10/23/2013 70 21.15 Sell RRAM Principal Place of Business
RRAM 10/23/2013 60 21.15 Sell RRAM Principal Place of Business
RRAM 10/23/2013 20 21.15 Sell RRAM Principal Place of Business
RRAM 10/23/2013 330 21.15 Sell RRAM Principal Place of Business
RRAM 10/23/2013 20 21.15 Sell RRAM Principal Place of Business
RRAM 10/23/2013 20 21.15 Sell RRAM Principal Place of Business
RRAM 10/23/2013 110 21.15 Sell RRAM Principal Place of Business
RRAM 10/23/2013 150 21.15 Sell RRAM Principal Place of Business
RRAM 10/23/2013 680 21.15 Sell RRAM Principal Place of Business
RRAM 10/23/2013 490 21.15 Sell RRAM Principal Place of Business
RRAM 10/23/2013 80 21.15 Sell RRAM Principal Place of Business
RRAM 10/23/2013 220 21.15 Sell RRAM Principal Place of Business
RRAM 10/23/2013 190 21.15 Sell RRAM Principal Place of Business
RRAM 10/23/2013 330 21.09 Sell RRAM Principal Place of Business
The transactions noted above were purchases or sales of shares effected in the
open market and the table includes commissions paid in per share prices.
(d) Not applicable.
(e) The Filers ceased to be the beneficial owner of more than five percent of
the class of securities on October 16, 2013.
CUSIP No. 554153106 13D Page 11 of 11 Pages
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.
October 25, 2013 RIVER ROAD ASSET MANAGEMENT, LLC,
a Delaware limited liability company
/s/ Thomas D. Mueller
---------------------------------------
By: Thomas D. Mueller,
Chief Operating Officer and Chief Compliance Officer
AVIVA INVESTORS NORTH AMERICA HOLDINGS, INC.
/s/ Andra C. Purkalitis
---------------------------------------
By: Andra C. Purkalitis
Director and Officer
AVIVA INVESTORS HOLDINGS LTD
a limited liability company organized under the laws of
England and Wales
/s/ Hilary Staples
---------------------------------------
By: Hilary Staples
Aviva Investors UK Company Secretary
and Authorised Signatory
AVIVA GROUP HOLDINGS LIMITED
a limited liability company organized under the laws of
England and Wales
/s/ Kathryn Baily
---------------------------------------
By: Kathryn Baily
Head of Board Support and Authorised Signatory
AVIVA PLC
a public limited company organized under the laws of
England and Wales
/s/ Kathryn Baily
---------------------------------------
By: Kathryn Baily
Head of Board Support and Authorised Signatory
Exhibit A
The name, business address, business activity, present principal occupation or
employment and, if natural person, citizenship of each executive officer and
director of the Filers are set forth in Exhibit A hereto, which is incorporated
herein by reference.
RIVER ROAD ASSET MANAGEMENT, LLC
PRESENT
PRINCIPAL
BUSINESS OCCUPATION OR
NAME BUSINESS ADDRESS ACTIVITY EMPLOYMENT CITIZENSHIP
------------------ ----------------------- -------------- --------------- -------------
Shircliff, James 462 S. 4th Street Chief Chief United
C. Suite 1600 Investment Investment States
Louisville, KY 40202 Officer Officer
Beck, R. Andrew 462 S. 4th Street President President United
Suite 1600 & CEO & CEO States
Louisville, KY 40202
Sanders III, 462 S. 4th Street Executive Executive United
Henry W. Suite 1600 Vice Vice States
Louisville, KY 40202 President President
Cinnamond, Erik 822 North A1A Highway Vice Vice President United
K. Ponte Vedra, FL 32082 President States
Forsha, Thomas S. 462 S. 4th Street Co-Chief Co-Chief United
Suite 1600 Investment Investment States
Louisville, KY 40202 Officer Officer
Deuser, Greg E. 462 S. 4th Street Chief Risk Chief Risk United
Suite 1600 Officer Officer States
Louisville, KY 40202
Brown, J. Alex 462 S. 4th Street Director of Director of United
Suite 1600 Research Research States
Louisville, KY 40202
Mueller, Thomas 462 S. 4th Street Chief Chief United
D. Suite 1600 Compliance Compliance States
Louisville, KY 40202 Officer and Officer and
Chief Chief
Operating Operating
Officer Officer
Fiorito, 462 S. 4th Street Director of Director of United
Christopher K. Suite 1600 Trading Trading States
Louisville, KY 40202
Robbins, L. 462 S. 4th Street Vice Vice United
Michele Suite 1600 President of President of States
Louisville, KY 40202 Client & Client &
Consultant Consultant
Relations Relations
O'Leary, Katrina 462 S. 4th Street Vice Vice United
Suite 1600 President of President of States
Louisville, KY 40202 Client & Client &
Consultant Consultant
Relations Relations
Burnett, 462 S. 4th Street Director of Director of United
Shannon M. Suite 1600 Client Client States
Louisville, KY 40202 Services Services
Snyder, 462 S. 4th Street Director Director United
Meagan N. Suite 1600 of Compliance of Compliance States
Louisville, KY 40202
Wainwright, 462 S. 4th Street Director of Director of United
Robert W. Suite 1600 Business Business Kingdom
Louisville, KY 40202 Strategy Strategy
Development Development
AVIVA INVESTORS NORTH AMERICA HOLDINGS, INC.
PRESENT
PRINCIPAL
BUSINESS OCCUPATION OR
NAME BUSINESS ADDRESS ACTIVITY EMPLOYMENT CITIZENSHIP
------------------ ----------------------- -------------- --------------- -------------
O'Brien, Patrick 225 West Wacker Director and Director and United
Suite 1750 Officer Officer States
Chicago, IL 60606
Preseau, Chuck G. 225 West Wacker Director and Director and United
Suite 1750 Officer Officer States
Chicago, IL 60606
Purkalitisk Andra C. 225 West Wacker Director Director United
Suite 1750 and Officer and Officer States
Chicago, IL 60606
Neville, Patrick No. 1 Poultry Director Director and United
London Officer Kingdom
EC2R 8EJ
AVIVA INVESTORS HOLDINGS LIMITED
PRESENT
PRINCIPAL
BUSINESS OCCUPATION OR
NAME BUSINESS ADDRESS ACTIVITY EMPLOYMENT CITIZENSHIP
------------------ ----------------------- -------------- --------------- -------------
Kyprianou, Robert No.1 Poultry, Independent Non-executive United Kingdom
Anastassis London EC2R 8EJ non-executive director
director
Wolstenholme, Manjit No.1 Poultry, Independent Non-executive United Kingdom
London EC2R 8EJ non-executive director
director
Regan, Patrick St Helen's,
Charles 1 Undershaft, Director/ Chief Financial United Kingdom
London EC3P 3DQ Chairman Officer, Aviva plc
Windsor, Jason St Helen's,
Michael 1 Undershaft, Director Chief Strategy and United Kingdom
London EC3P 3DQ Development Officer,
Aviva plc
Misselbrook, John No.1 Poultry, Director and Interim Chief United Kingdom
London EC2R 8EJ Executive Executive
PRESENT
PRINCIPAL
BUSINESS OCCUPATION OR
NAME BUSINESS ADDRESS ACTIVITY EMPLOYMENT CITIZENSHIP
------------------ ----------------------- -------------- --------------- -------------
Neville, Patrick No.1 Poultry, Director and Chief Financial United Kingdom
John London EC2R 8EJ Executive Officer, Aviva
Investors
Abberley, Paul No.1 Poultry,
Andrew London EC2R 8EJ Executive Head of United Kingdom
Investments
Aviva Investors
Boulier, 26-28 Rue de la Pepiniere Executive Chief Executive- France
Jean-Francois Paris 75008, France Europe, Aviva
Investors
Callaghan, No.1 Poultry, Executive Chief Human United Kingdom
Ruth Caroline London EC2R 8EJ Resources Officer
Aviva Investors
Davis, Ian Frank No.1 Poultry, Executive Chief Operating United Kingdom
London EC2R 8EJ Officer, Aviva
Investors
Field, Richard No.1 Poultry, Executive Chief Risk United Kingdom
Julian London EC2R 8EJ Officer, Aviva
Investors
Hibbert, Christopher No.1 Poultry, Executive Transformation United Kingdom
James London EC2R 8EJ Director, Aviva
Investors
O'Brien, Patrick 225 West Wacker Executive Chief Executive- United States
Joseph Suite 1750 Americas and Asia
Chicago, IL 60606 Pacific, Aviva
Investors
Parthenay, Heneg No.1 Poultry, Executive Strategic and France
London EC2R 8EJ M&A Director,
Aviva Investors
Womack, Ian Bryan No.1 Poultry, Executive Chief Executive- United Kingdom
London EC2R 8EJ Global Real Estate,
Aviva Investors
AVIVA GROUP HOLDINGS LIMITED
PRESENT
PRINCIPAL
BUSINESS OCCUPATION OR
NAME BUSINESS ADDRESS ACTIVITY EMPLOYMENT CITIZENSHIP
------------------ ----------------------- -------------- --------------- -------------
Lister, John Robert St Helen's, Director Group Chief United Kingdom
1 Undershaft, Risk & Capital
London EC3P 3DQ Officer
Regan, Patrick St Helen's, Director Group Chief United Kingdom
Charles 1 Undershaft, Financial Officer
London EC3P 3DQ
AVIVA PLC
PRESENT
PRINCIPAL
BUSINESS OCCUPATION OR
NAME BUSINESS ADDRESS ACTIVITY EMPLOYMENT CITIZENSHIP
------------------ ----------------------- -------------- --------------- -------------
Barker, Glyn St Helen's, Non exec. Non exec. United Kingdom
1 Undershaft, Director Director
London EC3P 3DQ
Hawker, Michael John St Helen's, Non exec. Non exec. Australia
1 Undershaft, Director Director
London EC3P 3DQ
United States/
Huey Evans, Gay St Helen's, Non exec. Non exec. United Kingdom
1 Undershaft, Director Director
London EC3P 3DQ
McFarlane, John St Helen's, Non exec. Non exec. United Kingdom/Australia
1 Undershaft, Chairman Chairman
London EC3P 3DQ
Mire, Michael St Helen's, Non exec. Non exec. United Kingdom
1 Undershaft, Director Director
London EC3P 3DQ
Montague, Adrian St Helen's, Senior Senior United Kingdom
Alastair 1 Undershaft, Independent Independent
London EC3P 3DQ Director Director
Regan, Patrick St Helen's, Executive Group Chief United Kingdom
Charles 1 Undershaft, Director Financial Officer
London EC3P 3DQ
Stein, Robert William St Helen's, Non exec. Non exec. United States
1 Undershaft, Director Director
London EC3P 3DQ
Wheway, Jonathan St Helen's, Non exec. Non exec. United Kingdom
Scott 1 Undershaft, Director Director
London EC3P 3DQ
Wilson, Mark Andrew St Helen's, Director Group Chief New Zealand
1 Undershaft, Executive Officer
London EC3P 3DQ
Amin, Nick St Helen's, Executive Group United Kingdom
1 Undershaft, Committee Member Transformation
London EC3P 3DQ Director
PRESENT
PRINCIPAL
BUSINESS OCCUPATION OR
NAME BUSINESS ADDRESS ACTIVITY EMPLOYMENT CITIZENSHIP
------------------ ----------------------- -------------- --------------- -------------
Barral, David St Helen's, Executive Chief executive United Kingdom
1 Undershaft, Committee Member officer, Aviva UK
London EC3P 3DQ & Ireland Life
Insurance
Boyle, Paul St Helen's, Executive Chief Audit United Kingdom
1 Undershaft, Committee Member Officer
London EC3P 3DQ
Cooper, Kirstine Ann St Helen's, Executive Group General United Kingdom
1 Undershaft, Committee Member Counsel &
London EC3P 3DQ Company Secretary
Deputy, Christine St Helen's, Executive Group HR Director United States
1 Undershaft, Committee Member
London EC3P 3DQ
Lister, John Robert St Helen's, Executive Group Chief Risk United Kingdom
1 Undershaft, Committee Member & Capital Officer
London EC3P 3DQ
Mackenzie, Amanda St Helen's, Executive Chief marketing United Kingdom
Felicity 1 Undershaft, Committee Member and communications
London EC3P 3DQ officer
McMillan, St Helen's, Executive Chief Executive United Kingdom
David John Ramsay 1 Undershaft, Committee Member Officer, Aviva
London EC3P 3DQ Europe
Seng, Khor Hock 6 Temasek Blvd, #22-01 Executive Chief Malaysia
Suntec Tower 4 Committee Member Executive Officer,
Singapore 038986 Aviva Asia
Tulloch, Maurice Ewen 2206 Eglinton Avenue East Executive Chief Executive Canada
Scarborough, Ontario Committee Member Officer, Aviva
Canada, M1L 4S8 Canada
Windsor, Jason St Helen's, Executive Chief strategy & United Kingdom
1 Undershaft, Committee Member development officer
London EC3P 3DQ