SC 13D/A

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

SOLE VOTING POWER

-0-

SHARED VOTING POWER

7,155,090

SOLE DISPOSITIVE POWER

-0-

SHARED DISPOSITIVE POWER

7,155,090

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

CoreLogic, Inc.

(Name of Issuer)

Common Stock, par value $0.00001 per share

(Title of Class of Securities)

21871D103

(CUSIP Number)


Evan Gartenlaub General Counsel Senator Investment Group LP 510 Madison Avenue, 28th Floor New York, New York 10022 (212) 376-4300		Michael L. Gravelle Executive Vice President, General Counsel and Corporate Secretary Cannae Holdings, Inc. 1701 Village Center Circle Las Vegas, NV 89134 (703) 323-7330
*With a copy to:*
Richard M. Brand Stephen Fraidin Joshua A. Apfelroth Cadwalader, Wickersham & Taft LLP 200 Liberty Street New York, New York 10281 (212) 504-6000		Michael J. Aiello Eoghan P. Keenan Weil, Gotshal & Manges LLP 767 5th Avenue New York, New York 10153 (212) 310-8000

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

November 23, 2020

(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), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Page 1 of 11 Pages)


CUSIP No. 21871D103		SCHEDULE 13D		Page 2 of 11 Pages


1		NAME OF REPORTING PERSON Senator Investment Group LP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

⁽¹⁾	Calculated based on 77,778,688 shares of common stock, $0.00001 par value per share (the “Common Stock”), of CoreLogic, Inc. (the “Issuer”), outstanding as of October 28, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 4, 2020.


CUSIP No. 21871D103		SCHEDULE 13D		Page 3 of 11 Pages


1		NAME OF REPORTING PERSON Senator Management LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

⁽¹⁾	Calculated based on 77,778,688 shares of Common Stock, outstanding as of October 28, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 4, 2020.


CUSIP No. 21871D103		SCHEDULE 13D		Page 4 of 11 Pages


1		NAME OF REPORTING PERSON Senator GP LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

⁽¹⁾	Calculated based on 77,778,688 shares of Common Stock, outstanding as of October 28, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 4, 2020.


CUSIP No. 21871D103		SCHEDULE 13D		Page 5 of 11 Pages


1		NAME OF REPORTING PERSON Senator Master GP LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

⁽¹⁾	Calculated based on 77,778,688 shares of Common Stock, outstanding as of October 28, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 4, 2020.


CUSIP No. 21871D103		SCHEDULE 13D		Page 6 of 11 Pages


1		NAME OF REPORTING PERSON Douglas Silverman
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States


11				AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,155,090
12				CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13				PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.20%⁽¹⁾
14				TYPE OF REPORTING PERSON IN

⁽¹⁾	Calculated based on 77,778,688 shares of Common Stock, outstanding as of October 28, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 4, 2020.


CUSIP No. 21871D103		SCHEDULE 13D		Page 7 of 11 Pages


1		NAME OF REPORTING PERSON Cannae Holdings, Inc.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

⁽¹⁾	Calculated based on 77,778,688 shares of Common Stock, outstanding as of October 28, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 4, 2020.


CUSIP No. 21871D103		SCHEDULE 13D		Page 8 of 11 Pages


1		NAME OF REPORTING PERSON Cannae Holdings, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS WC
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

⁽¹⁾	Calculated based on 77,778,688 shares of Common Stock, outstanding as of October 28, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 4, 2020.


CUSIP No. 21871D103		SCHEDULE 13D		Page 9 of 11 Pages

This Amendment No. 5 to Schedule 13D (this “Amendment No. 5”) relates to the Schedule 13D filed on June 30, 2020 (the “Initial 13D” and, as amended and supplemented through the date of this Amendment No. 5, collectively, the “Schedule 13D”) by the Reporting Persons, relating to the Common Stock of the Issuer. Capitalized terms used but not defined in this Amendment No. 5 shall have the meaning set forth in the Schedule 13D. This Amendment No. 5 amends and supplements Items 4, 5, 6 and 7 as set forth below.

Item 4.

PURPOSE OF TRANSACTION

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information:

The Issuer’s Special Meeting was held on November 17, 2020. According to preliminary voting results from the Special Meeting announced by the Issuer, the shareholders have voted to remove the Issuer’s current directors J. David Chatham, Thomas C. O’Brien and David Walker and the Reporting Persons nominees, W. Steve Albrecht, Wendy Lane and Henry W. “Jay” Winship, were elected to the Board of Directors of the Issuer at such meeting. The Reporting Persons issued a press release regarding the Special Meeting on November 17, 2020. The press release is attached hereto as Exhibit 11 and is incorporated herein by reference.

On November 23, 2020, the Reporting Persons delivered to the secretary of the Issuer a letter requesting a record date (the “Record Date Request”) to determine the shareholders entitled to act by written consent in accordance with Section 7.7(b) of Article VII of the Bylaws to remove, as directors of the Issuer, Douglas C. Curling, John C. Dorman, Paul F. Folino, Claudia F. Munce, Pamela H. Patenaude, Vikrant Raina and J. Michael Shepherd, and to elect or appoint the following individuals to fill the vacancies created by the removal: Martina Lewis Bradford, Gail Landis, Ryan McKendrick, Katherine “KT” Rabin, Sreekanth Ravi and Lisa Wardell. The Reporting Person issued a press release regarding the Record Date Request on November 23, 2020. The press release is attached hereto as Exhibit 12 and is incorporated herein by reference.

Item 5.

INTEREST IN SECURITIES OF THE ISSUER

Item 5 of the Schedule 13D is hereby amended and supplemented by adding the following information:

(a) See rows (11) and (13) of the cover pages to this Schedule 13D, which are incorporated by reference herein, for the aggregate number of shares of Common Stock and the percentage of the Common Stock beneficially owned by each of the Reporting Persons. The percentage reported in this Schedule 13D is calculated based upon the 77,778,688 shares of Common Stock outstanding as of October 28, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 4, 2020. To Cannae’s and Cannae Holdings’ knowledge, none of the Scheduled Persons beneficially own any shares of Common Stock.

(b) See rows (7) through (10) of the cover pages to this Schedule 13D, which are incorporated by reference herein, for the number of shares of Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.

(c) Except as set forth on Schedule 1 attached hereto, there have been no transactions in the shares of Common Stock during the sixty days prior to the date of this Schedule 13D by any of the Reporting Persons or, to the knowledge of the Reporting Persons, any of the Scheduled Persons.

Item 6.

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following information:

On November 23, 2020, Senator Focused Strategies LP submitted notice to the counterparties of the Cash-Settled Swaps for the settlement of Cash-Settled Swaps referencing 135,376 shares of Common Stock. As a result of such settlements, Senator Focused Strategies LP remains a party to Cash-Settled Swaps referencing 3,807,434 shares of Common Stock.

Item 7.

MATERIAL TO BE FILED AS EXHIBITS

Exhibit 11: Press Release Issued by Cannae and Senator, dated November 17, 2020.

Exhibit 12: Press Release Issued by Cannae and Senator, dated November 23, 2020.


CUSIP No. 21871D103		SCHEDULE 13D		Page 10 of 11 Pages

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: November 24, 2020


SENATOR INVESTMENT GROUP LP

/s/ Evan Gartenlaub
Name: Evan Gartenlaub
Title: General Counsel


SENATOR MANAGEMENT LLC

/s/ Evan Gartenlaub
Name: Evan Gartenlaub
Title: General Counsel


SENATOR GP LLC

/s/ Evan Gartenlaub
Name: Evan Gartenlaub
Title: General Counsel


SENATOR MASTER GP LLC

/s/ Evan Gartenlaub
Name: Evan Gartenlaub
Title: General Counsel


/s/ Evan Gartenlaub as Attorney-in-Fact*
DOUGLAS SILVERMAN


CANNAE HOLDINGS, INC.

/s/ Michael L. Gravelle
Name: Michael L. Gravelle
Title: Executive Vice President, General Counsel and Corporate Secretary


CANNAE HOLDINGS, LLC

/s/ Michael L. Gravelle
Name: Michael L. Gravelle
Title: Managing Director, General Counsel and Corporate Secretary

*	Pursuant to a Power of Attorney attached to the Schedule 13G filed on April 24, 2013 by Senator Investment Group LP in respect of its ownership in Tamino Corporation.


CUSIP No. 21871D103		SCHEDULE 13D		Page 11 of 11 Pages

Schedule 1

TRADING DATA

Name

Trade Date

Buy/Sell

No. of
Shares /
Quantity

Unit Cost

Strike
Price

Trade
Amount

Security

Expiration
Date

Senator Global Opportunity Master Fund Ltd.

10/28/2020

Sell to
Close

362,211

76.3992

(a)

N/A

27,672,631

Common
Stock

N/A

Senator Global Opportunity Master Fund Ltd.

10/28/2020

Sell to
Close

170,154

77.0651

(b)

N/A

13,112,935

Common
Stock

N/A

Senator Focused Holdings LP

10/28/2020

Sell to
Close

124,261

76.3992

(a)

N/A

9,493,441

Common
Stock

N/A

Senator Focused Holdings LP

10/28/2020

Sell to
Close

58,374

77.0651

(b)

N/A

4,498,598

Common
Stock

N/A

Senator Global Opportunity Master Fund Ltd.

10/29/2020

Sell to
Close

24,556

76.2226

(c)

N/A

1,871,722

Common
Stock

N/A

Senator Focused Holdings LP

10/29/2020

Sell to
Close

8,612

76.2226

(c)

N/A

656,429

Common
Stock

N/A

Senator Focused Strategies LP

10/29/2020

Sell to
Close

37,832

76.2226

(c)

N/A

2,883,653

Common
Stock

N/A

^(a)	The price above represent the weighted average purchase price. Trades were executed at prices ranging from $75.975—$76.92.

^(b)	The price above represent the weighted average purchase price. Trades were executed at prices ranging from $76.98—$77.35.

^(c)	The price above represent the weighted average purchase price. Trades were executed at prices ranging from $76.00—$77.30.