0001193125-18-342155.txt : 20181204 0001193125-18-342155.hdr.sgml : 20181204 20181204160539 ACCESSION NUMBER: 0001193125-18-342155 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20181204 DATE AS OF CHANGE: 20181204 GROUP MEMBERS: BRIAN A. SELMO GROUP MEMBERS: FPA CRESCENT FUND, A SERIES OF FPA FUNDS TRUST GROUP MEMBERS: FPA GLOBAL OPPORTUNITY FUND, A SERIES OF FPA HAWKEYE FUND, LLC GROUP MEMBERS: FPA HAWKEYE FUND, A SERIES OF FPA HAWKEYE FUND, LLC GROUP MEMBERS: FPA HAWKEYE-7 FUND, A SERIES OF FPA HAWKEYE FUND, LLC GROUP MEMBERS: FPA SELECT FUND, L.P. GROUP MEMBERS: FPA VALUE PARTNERS FUND, A SERIES OF FPA HAWKEYE FUND, LLC GROUP MEMBERS: J. RICHARD ATWOOD GROUP MEMBERS: MARK LANDECKER GROUP MEMBERS: STEVEN T. ROMICK SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ESTERLINE TECHNOLOGIES CORP CENTRAL INDEX KEY: 0000033619 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 132595091 STATE OF INCORPORATION: DE FISCAL YEAR END: 0927 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-30289 FILM NUMBER: 181216869 BUSINESS ADDRESS: STREET 1: 500 - 108TH AVENUE NE STREET 2: SUITE 1500 CITY: BELLEVUE STATE: WA ZIP: 98004 BUSINESS PHONE: 4254539400 MAIL ADDRESS: STREET 1: 500 - 108TH AVENUE NE STREET 2: SUITE 1500 CITY: BELLEVUE STATE: WA ZIP: 98004 FORMER COMPANY: FORMER CONFORMED NAME: ESTERLINE CORP DATE OF NAME CHANGE: 19910317 FORMER COMPANY: FORMER CONFORMED NAME: BOYAR SCHULTZ INC DATE OF NAME CHANGE: 19671101 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: First Pacific Advisors, LP CENTRAL INDEX KEY: 0001377581 IRS NUMBER: 201362771 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 11601 WILSHIRE BLVD., STE. 1200 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 310-996-5436 MAIL ADDRESS: STREET 1: 11601 WILSHIRE BLVD., STE. 1200 CITY: LOS ANGELES STATE: CA ZIP: 90025 FORMER COMPANY: FORMER CONFORMED NAME: First Pacific Advisors, LLC DATE OF NAME CHANGE: 20061005 SC 13D/A 1 d668020dsc13da.htm AMENDMENT NO. 10 TO SCHEDULE 13D Amendment No. 10 to Schedule 13D

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 10)*

 

 

ESTERLINE TECHNOLOGIES CORPORATION

(Name of Issuer)

Common Stock, par value $0.20 per share

(Title and Class of Securities)

297425100

(CUSIP Number)

J. Richard Atwood

First Pacific Advisors, LP

11601 Wilshire Blvd.

Suite 1200

Los Angeles, CA 90025

(310) 473-0225

with a copy to:

Douglas A. Rappaport, Esq.

Akin Gump Strauss Hauer & Feld LLP

One Bryant Park

New York, NY 10036

(212) 872-1000

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

December 3, 2018

(Date of Event Which Requires Filing of 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.  ☒

 

 

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

 

 

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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

 

 

 

Schedule 13D

 

CUSIP No. 297425100  

 

  (1)   

Name of Reporting Persons:

 

First Pacific Advisors, LP

  (2)  

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  ☐        (b)  ☐

 

  (3)  

SEC Use Only:

 

  (4)  

Source of Funds (See Instructions):

 

OO

  (5)  

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

 

☐

  (6)  

Citizenship or Place of Organization:

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

      (7)    

Sole Voting Power

 

0

     (8)   

Shared Voting Power

 

1,533,017

     (9)   

Sole Dispositive Power

 

0

   (10)   

Shared Dispositive Power

 

1,533,017

(11)  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

1,533,017

(12)  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

 

☐

(13)  

Percent of Class Represented by Amount in Row (11):

 

5.2% (1)

(14)  

Type of Reporting Person (See Instructions):

 

IA, PN

 

(1)

Based on 29,518,042 shares of common stock of Esterline Technologies Corporation (the “Issuer”) outstanding as of November 29, 2018, as disclosed in the Issuer’s Proxy Statement filed with the Securities and Exchange Commission (the “SEC”) on November 30, 2018.

Schedule 13D

 

CUSIP No. 297425100  

 

  (1)   

Name of Reporting Persons:

 

FPA Crescent Fund, a series of FPA Funds Trust

  (2)  

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  ☐        (b)  ☐

 

  (3)  

SEC Use Only:

 

  (4)  

Source of Funds (See Instructions):

 

WC

  (5)  

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

 

☐

  (6)  

Citizenship or Place of Organization:

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

      (7)    

Sole Voting Power

 

0

     (8)   

Shared Voting Power

 

1,288,221

     (9)   

Sole Dispositive Power

 

0

   (10)   

Shared Dispositive Power

 

1,288,221

(11)  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

1,288,221

(12)  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

 

☐

(13)  

Percent of Class Represented by Amount in Row (11):

 

4.4% (1)

(14)  

Type of Reporting Person (See Instructions):

 

IV

 

(1)

Based on 29,518,042 shares of common stock of the Issuer outstanding as of November 29, 2018, as disclosed in the Issuer’s Proxy Statement filed with the SEC on November 30, 2018.

Schedule 13D

 

CUSIP No. 297425100  

 

  (1)   

Name of Reporting Persons:

 

FPA Global Opportunity Fund, a series of FPA Hawkeye Fund, LLC

  (2)  

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  ☐        (b)  ☐

 

  (3)  

SEC Use Only:

 

  (4)  

Source of Funds (See Instructions):

 

WC

  (5)  

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

 

☐

  (6)  

Citizenship or Place of Organization:

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

      (7)    

Sole Voting Power

 

0

     (8)   

Shared Voting Power

 

63,852

     (9)   

Sole Dispositive Power

 

0

   (10)   

Shared Dispositive Power

 

63,852

(11)  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

63,852

(12)  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

 

☐

(13)  

Percent of Class Represented by Amount in Row (11):

 

0.2% (1)

(14)  

Type of Reporting Person (See Instructions):

 

OO

 

(1)

Based on 29,518,042 shares of common stock of the Issuer outstanding as of November 29, 2018, as disclosed in the Issuer’s Proxy Statement filed with the SEC on November 30, 2018.

Schedule 13D

 

CUSIP No. 297425100  

 

  (1)   

Name of Reporting Persons:

 

FPA Select Fund, L.P.

  (2)  

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  ☐        (b)  ☐

 

  (3)  

SEC Use Only:

 

  (4)  

Source of Funds (See Instructions):

 

WC

  (5)  

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

 

☐

  (6)  

Citizenship or Place of Organization:

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

      (7)    

Sole Voting Power

 

0

     (8)   

Shared Voting Power

 

7,005

     (9)   

Sole Dispositive Power

 

0

   (10)   

Shared Dispositive Power

 

7,005

(11)  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

7,005

(12)  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

 

☐

(13)  

Percent of Class Represented by Amount in Row (11):

 

Less than 0.1% (1)

(14)  

Type of Reporting Person (See Instructions):

 

PN

 

(1)

Based on 29,518,042 shares of common stock of the Issuer outstanding as of November 29, 2018, as disclosed in the Issuer’s Proxy Statement filed with the SEC on November 30, 2018.

Schedule 13D

 

CUSIP No. 297425100  

 

  (1)   

Name of Reporting Persons:

 

FPA Value Partners Fund, a series of FPA Hawkeye Fund, LLC

  (2)  

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  ☐        (b)  ☐

 

  (3)  

SEC Use Only:

 

  (4)  

Source of Funds (See Instructions):

 

WC

  (5)  

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

 

☐

  (6)  

Citizenship or Place of Organization:

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

      (7)    

Sole Voting Power

 

0

     (8)   

Shared Voting Power

 

15,069

     (9)   

Sole Dispositive Power

 

0

   (10)   

Shared Dispositive Power

 

15,069

(11)  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

15,069

(12)  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

 

☐

(13)  

Percent of Class Represented by Amount in Row (11):

 

0.1% (1)

(14)  

Type of Reporting Person (See Instructions):

 

OO

 

(1)

Based on 29,518,042 shares of common stock of the Issuer outstanding as of November 29, 2018, as disclosed in the Issuer’s Proxy Statement filed with the SEC on November 30, 2018.

Schedule 13D

 

CUSIP No. 297425100  

 

  (1)   

Name of Reporting Persons:

 

FPA Hawkeye Fund, a series of FPA Hawkeye Fund, LLC

  (2)  

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  ☐        (b)  ☐

 

  (3)  

SEC Use Only:

 

  (4)  

Source of Funds (See Instructions):

 

WC

  (5)  

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

 

☐

  (6)  

Citizenship or Place of Organization:

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

      (7)    

Sole Voting Power

 

0

     (8)   

Shared Voting Power

 

25,431

     (9)   

Sole Dispositive Power

 

0

   (10)   

Shared Dispositive Power

 

25,431

(11)  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

25,431

(12)  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

 

☐

(13)  

Percent of Class Represented by Amount in Row (11):

 

0.1% (1)

(14)  

Type of Reporting Person (See Instructions):

 

OO

 

(1)

Based on 29,518,042 shares of common stock of the Issuer outstanding as of November 29, 2018, as disclosed in the Issuer’s Proxy Statement filed with the SEC on November 30, 2018.

Schedule 13D

 

CUSIP No. 297425100  

 

  (1)   

Name of Reporting Persons:

 

FPA Hawkeye-7 Fund, a series of FPA Hawkeye Fund, LLC

  (2)  

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  ☐        (b)  ☐

 

  (3)  

SEC Use Only:

 

  (4)  

Source of Funds (See Instructions):

 

WC

  (5)  

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

 

☐

  (6)  

Citizenship or Place of Organization:

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

      (7)    

Sole Voting Power

 

0

     (8)   

Shared Voting Power

 

39,561

     (9)   

Sole Dispositive Power

 

0

   (10)   

Shared Dispositive Power

 

39,561

(11)  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

39,561

(12)  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

 

☐

(13)  

Percent of Class Represented by Amount in Row (11):

 

0.1% (1)

(14)  

Type of Reporting Person (See Instructions):

 

OO

 

(1)

Based on 29,518,042 shares of common stock of the Issuer outstanding as of November 29, 2018, as disclosed in the Issuer’s Proxy Statement filed with the SEC on November 30, 2018.

Schedule 13D

 

CUSIP No. 297425100  

 

  (1)   

Name of Reporting Persons:

 

J. Richard Atwood

  (2)  

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  ☐        (b)  ☐

 

  (3)  

SEC Use Only:

 

  (4)  

Source of Funds (See Instructions):

 

OO

  (5)  

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

 

☐

  (6)  

Citizenship or Place of Organization:

 

United States

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

      (7)    

Sole Voting Power

 

0

     (8)   

Shared Voting Power

 

1,533,017

     (9)   

Sole Dispositive Power

 

0

   (10)   

Shared Dispositive Power

 

1,533,017

(11)  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

1,533,017

(12)  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

 

☐

(13)  

Percent of Class Represented by Amount in Row (11):

 

5.2% (1)

(14)  

Type of Reporting Person (See Instructions):

 

IN, HC

 

(1)

Based on 29,518,042 shares of common stock of the Issuer outstanding as of November 29, 2018, as disclosed in the Issuer’s Proxy Statement filed with the SEC on November 30, 2018.

Schedule 13D

CUSIP No. 297425100

 

  (1)   

Name of Reporting Persons:

 

Steven T. Romick

  (2)  

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  ☐        (b)  ☐

 

  (3)  

SEC Use Only:

 

  (4)  

Source of Funds (See Instructions):

 

OO

  (5)  

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

 

☐

  (6)  

Citizenship or Place of Organization:

 

United States

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH:

      (7)    

Sole Voting Power

 

0

     (8)   

Shared Voting Power

 

1,533,017

     (9)   

Sole Dispositive Power

 

0

   (10)   

Shared Dispositive Power

 

1,533,017

(11)  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

1,533,017

(12)  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

 

☐

(13)  

Percent of Class Represented by Amount in Row (11):

 

5.2% (1)

(14)  

Type of Reporting Person (See Instructions):

 

IN, HC

 

(1)

Based on 29,518,042 shares of common stock of the Issuer outstanding as of November 29, 2018, as disclosed in the Issuer’s Proxy Statement filed with the SEC on November 30, 2018.

Schedule 13D

CUSIP No. 297425100

 

  (1)   

Name of Reporting Persons:

 

Brian A. Selmo

  (2)  

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  ☐        (b)  ☐

 

  (3)  

SEC Use Only:

 

  (4)  

Source of Funds (See Instructions):

 

OO

  (5)  

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

 

☐

  (6)  

Citizenship or Place of Organization:

 

United States

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH:

      (7)    

Sole Voting Power

 

0

     (8)   

Shared Voting Power

 

1,404,173

     (9)   

Sole Dispositive Power

 

0

   (10)   

Shared Dispositive Power

 

1,404,173

(11)  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

1,404,173

(12)  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

 

☐

(13)  

Percent of Class Represented by Amount in Row (11):

 

4.8% (1)

(14)  

Type of Reporting Person (See Instructions):

 

IN, HC

 

(1)

Based on 29,518,042 shares of common stock of the Issuer outstanding as of November 29, 2018, as disclosed in the Issuer’s Proxy Statement filed with the SEC on November 30, 2018.

Schedule 13D

CUSIP No. 297425100

 

  (1)   

Name of Reporting Persons:

 

Mark Landecker

  (2)  

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  ☐        (b)  ☐

 

  (3)  

SEC Use Only:

 

  (4)  

Source of Funds (See Instructions):

 

OO

  (5)  

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

 

☐

  (6)  

Citizenship or Place of Organization:

 

Canada

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH:

      (7)    

Sole Voting Power

 

0

     (8)   

Shared Voting Power

 

1,452,956

     (9)   

Sole Dispositive Power

 

0

   (10)   

Shared Dispositive Power

 

1,452,956

(11)  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

1,452,956

(12)  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

 

☐

(13)  

Percent of Class Represented by Amount in Row (11):

 

4.9% (1)

(14)  

Type of Reporting Person (See Instructions):

 

IN, HC

 

(1)

Based on 29,518,042 shares of common stock of the Issuer outstanding as of November 29, 2018, as disclosed in the Issuer’s Proxy Statement filed with the SEC on November 30, 2018.

Amendment No. 10 to Schedule 13D

The following constitutes Amendment No. 10 (“Amendment No. 10”) to the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) by First Pacific Advisors, LLC (“FPA”), FPA Crescent Fund, a series of FPA Funds Trust (“FPA Crescent Fund”), FPA Global Opportunity Fund, a series of FPA Hawkeye Fund, LLC (“FPA Global Opportunity”), FPA Select Drawdown Fund, L.P. (“FPA Select Drawdown”), FPA Select Fund, a series of FPA Hawkeye Fund, LLC (“FPA Select”), FPA Value Partners Fund, a series of FPA Hawkeye Fund, LLC (“FPA Value Partners”), FPA Hawkeye Fund, a series of FPA Hawkeye Fund, LLC (“FPA Hawkeye”), FPA Hawkeye-7 Fund, a series of FPA Hawkeye Fund, LLC (“FPA Hawkeye-7”), J. Richard Atwood, Steven T. Romick, Brian A. Selmo, and Mark Landecker (collectively, the “Reporting Persons”) on June 27, 2016, as amended by Amendment No. 1 filed on September 19, 2016, Amendment No. 2 filed on September 28, 2016, Amendment No. 3 filed on October 12, 2016, Amendment No. 4 filed on October 19, 2016, Amendment No. 5 filed on May 2, 2017, Amendment No. 6 filed on June 19, 2017, Amendment No. 7 filed on January 3, 2018, Amendment No. 8 filed on November 13, 2018, and Amendment No. 9 filed on November 27, 2018. This Amendment No. 10 amends and supplements the Schedule 13D as specifically set forth herein.

All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D, as amended. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

ITEM 4. PURPOSE OF TRANSACTION

Item 4 of Schedule 13D is supplemented and superseded, as the case may be, as follows:

This Amendment No. 10 is being filed to report dispositions of beneficial ownership of Common Stock in an amount equal to 1% or more of the Issuer’s outstanding shares of Common Stock since the Reporting Persons’ previous amendment to Schedule 13D. Consistent with their investment purpose, the Reporting Persons may make, or cause, further dispositions of Common Stock from time to time depending on market conditions and other factors. In addition, the Reporting Persons may acquire, or cause to be acquired, additional shares of Common Stock depending on market conditions and other factors.

Going forward, the Reporting Persons may have conversations with members of the Issuer’s management team and members of the Board regarding multiple topics, including, but not limited to, corporate governance and the composition of the Board, suggestions for candidates to the Board, general business operations and strategic alternatives to promote long-term value for the benefit of all shareholders. Except to the extent restricted by the Agreement, the Reporting Persons may engage in communications with one or more officers, members of the Board, representatives, shareholders of the Issuer and other relevant parties regarding the Issuer’s business and certain initiatives, which could include one or more of the items in subsections (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.

The Reporting Persons continuously assess the Issuer’s business, financial condition, results of operations and prospects, general economic conditions, other developments and additional investment opportunities. Depending on such assessments and in compliance with any applicable agreements, including the Agreement, the Reporting Persons may acquire additional securities of the Issuer or new securities of the Issuer, engage in any hedging or similar transactions with respect to the Issuer’s securities, or may determine to sell or otherwise dispose of all or some of the Issuer’s securities in the open market, as applicable, in privately negotiated transactions, in transactions directly with the Issuer or otherwise. Such actions will depend upon a variety of factors, including, without limitation, current and anticipated future trading prices, the financial condition, results of operations and prospects of the Issuer, alternative investment opportunities, general economic, financial market and industry conditions and other factors that the Reporting Persons may deem material to their investment decision.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

Item 5 of Schedule 13D is hereby amended and restated in its entirety as follows:

(a) and (b) Items 7 through 11 and 13 of each of the cover pages of this Schedule 13D are incorporated herein by reference.

Set forth below is the aggregate number of shares of Common Stock directly held, as of the date hereof, by each of the following FPA investment advisory clients.

 

Holder

    Total Number of Shares  

FPA Crescent Fund

      1,288,221 shares of Common Stock  

Managed Accounts

      93,878 shares of Common Stock  

FPA Global Opportunity

      63,852 shares of Common Stock  

FPA Select

      7,005 shares of Common Stock  

FPA Value Partners

      15,069 shares of Common Stock  

FPA Hawkeye

      25,431 shares of Common Stock  

FPA Hawkeye-7

      39,561 shares of Common Stock  

As the investment adviser of FPA Crescent Fund, the Managed Accounts and the Private Investment Funds (collectively, the “FPA Clients”), FPA may be deemed to share voting and/or investment power over the securities of the Issuer held by the FPA Clients and therefore may be deemed to beneficially own such securities.

(c) Except as disclosed in Exhibit 99.1 or previously disclosed in this Schedule 13D, as amended, there have been no transactions in securities of the Issuer during the 60 days prior to the date hereof by any of the Reporting Persons. Exhibit 99.1 is incorporated herein by reference.

(d) The disclosure regarding the relationship between the Reporting Persons in Item 2(c) of this Schedule 13D is incorporated by reference herein. The limited partners of (or investors in) each of the FPA Clients for which FPA acts as general partner, managing member and/or investment adviser have the right to participate in the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock held for the accounts of their respective funds in accordance with their respective limited partnership interests (or investment percentages) in their respective funds.

(e) Not applicable.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

 

Exhibit

   

Description

99.1    Transactions in securities of the Issuer effected in the past 60 days.

SIGNATURE

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

Dated as of December 4, 2018

 

First Pacific Advisors, LP
By:   /s/ J. Richard Atwood
Name:   J. Richard Atwood
Title:   Director of General Partner
FPA Crescent Fund, a series of FPA Funds Trust
By:   /s/ J. Richard Atwood
Name:   J. Richard Atwood
Title:   President
FPA Global Opportunity Fund, a series of
FPA Hawkeye Fund, LLC
By:  

First Pacific Advisors, LP,

its investment adviser

By:   /s/ J. Richard Atwood
Name:   J. Richard Atwood
Title:   Director of General Partner
FPA Select Fund, L.P.
By:  

First Pacific Advisors, LP,

its investment adviser

By:   /s/ J. Richard Atwood
Name:   J. Richard Atwood
Title:   Director of General Partner
FPA Value Partners Fund, a series of FPA Hawkeye Fund, LLC
By:  

First Pacific Advisors, LP,

its investment adviser

By:   /s/ J. Richard Atwood
Name:   J. Richard Atwood
Title:   Director of General Partner

FPA Hawkeye Fund, a series of FPA Hawkeye
Fund, LLC
By:  

First Pacific Advisors, LP,

its investment adviser

By:   /s/ J. Richard Atwood
Name:   J. Richard Atwood
Title:   Director of General Partner
FPA Hawkeye-7 Fund, a series of FPA Hawkeye
Fund, LLC
By:  

First Pacific Advisors, LP,

its investment adviser

By:   /s/ J. Richard Atwood
Name:   J. Richard Atwood
Title:   Director of General Partner
J. Richard Atwood
By:   /s/ J. Richard Atwood
Steven T. Romick
By:   /s/ Steven T. Romick
Brian A. Selmo
By:   /s/ Brian A. Selmo
Mark Landecker
By:   /s/ Mark Landecker
 EX-99.1 2 d668020dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

TRANSACTIONS

Except as previously disclosed in this Schedule 13D, as amended, the following table sets forth all transactions by the Reporting Persons or on behalf of the Reporting Persons with respect to securities of the Issuer effected in the last 60 days, inclusive of any transactions effected through 4:00 p.m., New York City time, on December 3, 2018. All such transactions were sales of securities of the Issuer effected in the open market, and the table includes commissions paid in per share prices.

 

Fund    Trade Date      Buy/
(Sell)		      Shares     Unit Cost     Security  

FPA Crescent Fund

      11/27/2018        Sell        (34,493 )    $ 117.7542        (1 )      Common Stock  

Managed Accounts

      11/27/2018        Sell        (2,514 )    $ 117.7542        (1 )      Common Stock  

FPA Crescent Fund

      11/28/2018        Sell        (48,576 )    $ 117.8778        (2 )      Common Stock  

Managed Accounts

      11/28/2018        Sell        (3,540 )    $ 117.8778        (2 )      Common Stock  

FPA Crescent Fund

      11/29/2018        Sell        (67,889 )    $ 117.9082        (3 )      Common Stock  

Managed Accounts

      11/29/2018        Sell        (4,947 )    $ 117.9082        (3 )      Common Stock  

FPA Crescent Fund

      11/30/2018        Sell        (53,198 )    $ 118.3731        (4 )      Common Stock  

Managed Accounts

      11/30/2018        Sell        (3,876 )    $ 118.3731        (4 )      Common Stock  

FPA Crescent Fund

      11/30/2018        Sell        (13,143 )    $ 118.9848        (5 )      Common Stock  

Managed Accounts

      11/30/2018        Sell        (958 )    $ 118.9848        (5 )      Common Stock  

FPA Crescent Fund

      12/03/2018        Sell        (132,434 )    $ 120.6128        (6 )      Common Stock  

Managed Accounts

      12/03/2018        Sell        (9,651 )    $ 120.6128        (6 )      Common Stock  

FPA Crescent Fund

      12/03/2018        Sell        (174,333 )    $ 121.222        (7 )      Common Stock  

Managed Accounts

      12/03/2018        Sell        (12,704 )    $ 121.222        (7 )      Common Stock  

 

(1)

The sale price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $117.59 to $117.99, inclusive. The reporting persons undertake to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1), (2), (3), (4), (5), (6) and (7).

(2)

The sale price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $117.79 to $117.98, inclusive.

(3)

The sale price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $117.725 to $118.04, inclusive.

(4)

The sale price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $117.89 to $118.89, inclusive.

(5)

The sale price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $118.90 to $119.14, inclusive.

(6)

The sale price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $119.83 to $120.83, inclusive.

(7)

The sale price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $120.835 to $121.60, inclusive.