CUSIP No. 57722W106
|
13D
|
Page 2 of 22
|
1
|
Names of Reporting Persons
Berkshire Partners Holdings LLC
|
||
2
|
Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☑
|
||
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 Shares Beneficially Owned by Each Reporting Person With
|
7
|
Sole Voting Power
0
|
|
8
|
Shared Voting Power
5,253,501
|
||
9
|
Sole Dispositive Power
0
|
||
10
|
Shared Dispositive Power
5,253,501
|
||
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
5,253,501
|
||
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
||
13
|
Percent of Class Represented by Amount in Row (11)
14.1% *
|
||
14
|
Type of Reporting Person
OO
|
*
|
Percentage calculations are based on the number of shares of Common Stock outstanding as of April 11, 2016, as reported in the Issuer's Proxy Statement on Schedule 14A dated April 21, 2016.
|
CUSIP No. 57722W106
|
13D
|
Page 3 of 22
|
1
|
Names of Reporting Persons
BPSP, L.P.
|
||
2
|
Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☑
|
||
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 Shares Beneficially Owned by Each Reporting Person With
|
7
|
Sole Voting Power
0
|
|
8
|
Shared Voting Power
5,253,501
|
||
9
|
Sole Dispositive Power
0
|
||
10
|
Shared Dispositive Power
5,253,501
|
||
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
5,253,501
|
||
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
||
13
|
Percent of Class Represented by Amount in Row (11)
14.1% *
|
||
14
|
Type of Reporting Person
PN
|
*
|
Percentage calculations are based on the number of shares of Common Stock outstanding as of April 11, 2016, as reported in the Issuer's Proxy Statement on Schedule 14A dated April 21, 2016.
|
CUSIP No. 57722W106
|
13D
|
Page 4 of 22
|
1
|
Names of Reporting Persons
Berkshire Partners LLC
|
||
2
|
Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☑
|
||
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
Massachusetts
|
||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7
|
Sole Voting Power
0
|
|
8
|
Shared Voting Power
2,445,280
|
||
9
|
Sole Dispositive Power
0
|
||
10
|
Shared Dispositive Power
2,445,280
|
||
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,445,280
|
||
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
||
13
|
Percent of Class Represented by Amount in Row (11)
6.6% *
|
||
14
|
Type of Reporting Person
IA
|
*
|
Percentage calculations are based on the number of shares of Common Stock outstanding as of April 11, 2016, as reported in the Issuer's Proxy Statement on Schedule 14A dated April 21, 2016.
|
CUSIP No. 57722W106
|
13D
|
Page 5 of 22
|
1
|
Names of Reporting Persons
Stockbridge Partners LLC
|
||
2
|
Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☑
|
||
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 Shares Beneficially Owned by Each Reporting Person With
|
7
|
Sole Voting Power
0
|
|
8
|
Shared Voting Power
2,808,221
|
||
9
|
Sole Dispositive Power
0
|
||
10
|
Shared Dispositive Power
2,808,221
|
||
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,808,221
|
||
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
||
13
|
Percent of Class Represented by Amount in Row (11)
7.6% *
|
||
14
|
Type of Reporting Person
IA
|
*
|
Percentage calculations are based on the number of shares of Common Stock outstanding as of April 11, 2016, as reported in the Issuer's Proxy Statement on Schedule 14A dated April 21, 2016.
|
CUSIP No. 57722W106
|
13D
|
Page 6 of 22
|
1
|
Names of Reporting Persons
Berkshire Fund VIII, L.P.
|
||
2
|
Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☑
|
||
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 Shares Beneficially Owned by Each Reporting Person With
|
7
|
Sole Voting Power
0
|
|
8
|
Shared Voting Power
1,687,158
|
||
9
|
Sole Dispositive Power
0
|
||
10
|
Shared Dispositive Power
1,687,158
|
||
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,687,158
|
||
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
||
13
|
Percent of Class Represented by Amount in Row (11)
4.5% *
|
||
14
|
Type of Reporting Person
PN
|
*
|
Percentage calculations are based on the number of shares of Common Stock outstanding as of April 11, 2016, as reported in the Issuer's Proxy Statement on Schedule 14A dated April 21, 2016.
|
CUSIP No. 57722W106
|
13D
|
Page 7 of 22
|
1
|
Names of Reporting Persons
Berkshire Fund VIII-A, L.P.
|
||
2
|
Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☑
|
||
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 Shares Beneficially Owned by Each Reporting Person With
|
7
|
Sole Voting Power
0
|
|
8
|
Shared Voting Power
701,028
|
||
9
|
Sole Dispositive Power
0
|
||
10
|
Shared Dispositive Power
701,028
|
||
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
701,028
|
||
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
||
13
|
Percent of Class Represented by Amount in Row (11)
1.9% *
|
||
14
|
Type of Reporting Person
PN
|
*
|
Percentage calculations are based on the number of shares of Common Stock outstanding as of April 11, 2016, as reported in the Issuer's Proxy Statement on Schedule 14A dated April 21, 2016.
|
CUSIP No. 57722W106
|
13D
|
Page 8 of 22
|
1
|
Names of Reporting Persons
Stockbridge Fund, L.P.
|
||
2
|
Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☑
|
||
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 Shares Beneficially Owned by Each Reporting Person With
|
7
|
Sole Voting Power
0
|
|
8
|
Shared Voting Power
2,106,703
|
||
9
|
Sole Dispositive Power
0
|
||
10
|
Shared Dispositive Power
2,106,703
|
||
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,106,703
|
||
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
||
13
|
Percent of Class Represented by Amount in Row (11)
5.7% *
|
||
14
|
Type of Reporting Person
PN
|
*
|
Percentage calculations are based on the number of shares of Common Stock outstanding as of April 11, 2016, as reported in the Issuer's Proxy Statement on Schedule 14A dated April 21, 2016.
|
CUSIP No. 57722W106
|
13D
|
Page 9 of 22
|
1
|
Names of Reporting Persons
Stockbridge Absolute Return Fund, L.P.
|
||
2
|
Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☑
|
||
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 Shares Beneficially Owned by Each Reporting Person With
|
7
|
Sole Voting Power
0
|
|
8
|
Shared Voting Power
6,412
|
||
9
|
Sole Dispositive Power
0
|
||
10
|
Shared Dispositive Power
6,412
|
||
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
6,412
|
||
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
||
13
|
Percent of Class Represented by Amount in Row (11)
less than 0.1% *
|
||
14
|
Type of Reporting Person
PN
|
*
|
Percentage calculations are based on the number of shares of Common Stock outstanding as of April 11, 2016, as reported in the Issuer's Proxy Statement on Schedule 14A dated April 21, 2016.
|
CUSIP No. 57722W106
|
13D
|
Page 10 of 22
|
1
|
Names of Reporting Persons
Stockbridge Master Fund (OS), L.P.
|
||
2
|
Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☑
|
||
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 Shares Beneficially Owned by Each Reporting Person With
|
7
|
Sole Voting Power
0
|
|
8
|
Shared Voting Power
187,154
|
||
9
|
Sole Dispositive Power
0
|
||
10
|
Shared Dispositive Power
187,154
|
||
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
187,154
|
||
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
||
13
|
Percent of Class Represented by Amount in Row (11)
0.5% *
|
||
14
|
Type of Reporting Person
PN
|
*
|
Percentage calculations are based on the number of shares of Common Stock outstanding as of April 11, 2016, as reported in the Issuer's Proxy Statement on Schedule 14A dated April 21, 2016.
|
CUSIP No. 57722W106
|
13D
|
Page 11 of 22
|
1
|
Names of Reporting Persons
Berkshire Investors III LLC
|
||
2
|
Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☑
|
||
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
Massachusetts
|
||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7
|
Sole Voting Power
0
|
|
8
|
Shared Voting Power
29,550
|
||
9
|
Sole Dispositive Power
0
|
||
10
|
Shared Dispositive Power
29,550
|
||
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
29,550
|
||
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
||
13
|
Percent of Class Represented by Amount in Row (11)
0.1% *
|
||
14
|
Type of Reporting Person
OO
|
*
|
Percentage calculations are based on the number of shares of Common Stock outstanding as of April 11, 2016, as reported in the Issuer's Proxy Statement on Schedule 14A dated April 21, 2016.
|
CUSIP No. 57722W106
|
13D
|
Page 12 of 22
|
1
|
Names of Reporting Persons
Berkshire Investors IV LLC
|
||
2
|
Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☑
|
||
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 Shares Beneficially Owned by Each Reporting Person With
|
7
|
Sole Voting Power
0
|
|
8
|
Shared Voting Power
27,544
|
||
9
|
Sole Dispositive Power
0
|
||
10
|
Shared Dispositive Power
27,544
|
||
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
27,544
|
||
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
||
13
|
Percent of Class Represented by Amount in Row (11)
0.1% *
|
||
14
|
Type of Reporting Person
OO
|
*
|
Percentage calculations are based on the number of shares of Common Stock outstanding as of April 11, 2016, as reported in the Issuer's Proxy Statement on Schedule 14A dated April 21, 2016.
|
CUSIP No. 57722W106
|
13D
|
Page 13 of 22
|
CUSIP No. 57722W106
|
13D
|
Page 15 of 22
|
CUSIP No. 57722W106
|
13D
|
Page 16 of 22
|
i. | BPH beneficially owns 14.1% of the Issuer's Common Stock. |
ii. | BPSP beneficially owns 14.1% of the Issuer's Common Stock. |
iii. | BP beneficially owns 6.6% of the Issuer's Common Stock. |
iv. | SP beneficially owns 7.6% of the Issuer's Common Stock. |
v. | BF VIII beneficially owns 4.5% of the Issuer's Common Stock. |
vi. | BF VIII-A beneficially owns 1.9% of the Issuer's Common Stock. |
vii. | SF beneficially owns 5.7% of the Issuer's Common Stock. |
viii. | SARF beneficially owns less than 0.1% of the Issuer's Common Stock. |
ix. | SOS beneficially owns 0.5% of the Issuer's Common Stock. |
x. | BI III beneficially owns 0.1% of the Issuer's Common Stock. |
xi. | BI IV beneficially owns 0.1% of the Issuer's Common Stock. |
CUSIP No. 57722W106
|
13D
|
Page 17 of 22
|
Reporting Person
|
Date
|
Price Per Share
|
Number of Shares Purchased / (Sold)
|
BI III
|
4/11/2016
|
$41.2500
|
388
|
BI IV
|
4/11/2016
|
$41.2500
|
353
|
BF VIII -A
|
4/11/2016
|
$41.2500
|
9,411
|
BF VIII
|
4/11/2016
|
$41.2500
|
22,648
|
BI III
|
4/12/2016
|
$41.5955
|
488
|
BI IV
|
4/12/2016
|
$41.5955
|
441
|
BF VIII -A
|
4/12/2016
|
$41.5955
|
11,823
|
BF VIII
|
4/12/2016
|
$41.5955
|
28,456
|
BI III
|
4/13/2016
|
$42.4933
|
3
|
BI IV
|
4/13/2016
|
$42.4933
|
3
|
BF VIII -A
|
4/13/2016
|
$42.4933
|
87
|
BF VIII
|
4/13/2016
|
$42.4933
|
207
|
BI III
|
4/25/2016
|
$41.0811
|
594
|
BI IV
|
4/25/2016
|
$41.0811
|
535
|
BF VIII -A
|
4/25/2016
|
$41.0811
|
14,345
|
BF VIII
|
4/25/2016
|
$41.0811
|
34,526
|
BI III
|
4/26/2016
|
$41.5030
|
767
|
BI IV
|
4/26/2016
|
$41.5030
|
701
|
BF VIII -A
|
4/26/2016
|
$41.5030
|
18,649
|
BF VIII
|
4/26/2016
|
$41.5030
|
44,883
|
BI III
|
4/27/2016
|
$41.2824
|
593
|
BI IV
|
4/27/2016
|
$41.2824
|
536
|
BF VIII -A
|
4/27/2016
|
$41.2824
|
14,346
|
BF VIII
|
4/27/2016
|
$41.2824
|
34,525
|
BERKSHIRE PARTNERS HOLDINGS LLC
|
||
By:
|
/s/ Sharlyn C. Heslam
|
|
Name:
|
Sharlyn C. Heslam
|
|
Title:
|
Managing Director
|
|
BPSP, L.P.
|
||
By:
|
Berkshire Partners Holdings LLC,
|
|
its general partner
|
||
By:
|
/s/ Sharlyn C. Heslam
|
|
Name:
|
Sharlyn C. Heslam
|
|
Title:
|
Managing Director
|
|
BERKSHIRE PARTNERS LLC
|
||
By:
|
BPSP, L.P.,
|
|
its managing member
|
||
By:
|
Berkshire Partners Holdings LLC,
|
|
its general partner
|
||
By:
|
/s/ Sharlyn C. Heslam
|
|
Name:
|
Sharlyn C. Heslam
|
|
Title:
|
Managing Director
|
|
STOCKBRIDGE PARTNERS LLC
|
||
By:
|
BPSP, L.P.,
|
|
its managing member
|
||
By:
|
Berkshire Partners Holdings LLC,
|
|
its general partner
|
||
By:
|
/s/ Sharlyn C. Heslam
|
|
Name:
|
Sharlyn C. Heslam
|
|
Title:
|
Managing Director
|
|
BERKSHIRE FUND VIII, L.P.
|
||
By:
|
Eighth Berkshire Associates LLC,
|
|
its general partner
|
||
By:
|
/s/ Sharlyn C. Heslam
|
|
Name:
|
Sharlyn C. Heslam
|
|
Title:
|
Managing Director
|
|
BERKSHIRE FUND VIII-A, L.P.
|
||
By:
|
Eighth Berkshire Associates LLC,
|
|
its general partner
|
||
By:
|
/s/ Sharlyn C. Heslam
|
|
Name:
|
Sharlyn C. Heslam
|
|
Title:
|
Managing Director
|
|
STOCKBRIDGE FUND, L.P.
|
||
By:
|
Stockbridge Associates LLC,
|
|
its general partner
|
||
By:
|
/s/ Sharlyn C. Heslam
|
|
Name:
|
Sharlyn C. Heslam
|
|
Title:
|
Managing Director
|
|
STOCKBRIDGE ABSOLUTE RETURN FUND, L.P.
|
||
By:
|
Stockbridge Associates LLC,
|
|
its general partner
|
||
By:
|
/s/ Sharlyn C. Heslam
|
|
Name:
|
Sharlyn C. Heslam
|
|
Title:
|
Managing Director
|
|
STOCKBRIDGE MASTER FUND (OS), L.P.
|
||
By:
|
Stockbridge Associates LLC,
|
|
its general partner
|
||
By:
|
/s/ Sharlyn C. Heslam
|
|
Name:
|
Sharlyn C. Heslam
|
|
Title:
|
Managing Director
|
|
BERKSHIRE INVESTORS IV LLC
|
||
By:
|
/s/ Sharlyn C. Heslam
|
|
Name:
|
Sharlyn C. Heslam
|
|
Title:
|
Managing Director
|
|
BERKSHIRE INVESTORS III LLC
|
||
By:
|
/s/ Sharlyn C. Heslam
|
|
Name:
|
Sharlyn C. Heslam
|
|
Title:
|
Managing Director
|
|
BERKSHIRE PARTNERS HOLDINGS LLC
|
||
By:
|
/s/ Sharlyn C. Heslam
|
|
Name:
|
Sharlyn C. Heslam
|
|
Title:
|
Managing Director
|
|
BPSP, L.P.
|
||
By:
|
Berkshire Partners Holdings LLC,
|
|
its general partner
|
||
By:
|
/s/ Sharlyn C. Heslam
|
|
Name:
|
Sharlyn C. Heslam
|
|
Title:
|
Managing Director
|
|
BERKSHIRE PARTNERS LLC
|
||
By:
|
BPSP, L.P.,
|
|
its managing member
|
||
By:
|
Berkshire Partners Holdings LLC,
|
|
its general partner
|
||
By:
|
/s/ Sharlyn C. Heslam
|
|
Name:
|
Sharlyn C. Heslam
|
|
Title:
|
Managing Director
|
|
STOCKBRIDGE PARTNERS LLC
|
||
By:
|
BPSP, L.P.,
|
|
its managing member
|
||
By:
|
Berkshire Partners Holdings LLC,
|
|
its general partner
|
||
By:
|
/s/ Sharlyn C. Heslam
|
|
Name:
|
Sharlyn C. Heslam
|
|
Title:
|
Managing Director
|
|
BERKSHIRE FUND VIII, L.P.
|
||
By:
|
Eighth Berkshire Associates LLC,
|
|
its general partner
|
||
By:
|
/s/ Sharlyn C. Heslam
|
|
Name:
|
Sharlyn C. Heslam
|
|
Title:
|
Managing Director
|
|
BERKSHIRE FUND VIII-A, L.P.
|
||
By:
|
Eighth Berkshire Associates LLC,
|
|
its general partner
|
||
By:
|
/s/ Sharlyn C. Heslam
|
|
Name:
|
Sharlyn C. Heslam
|
|
Title:
|
Managing Director
|
|
STOCKBRIDGE FUND, L.P.
|
||
By:
|
Stockbridge Associates LLC,
|
|
its general partner
|
||
By:
|
/s/ Sharlyn C. Heslam
|
|
Name:
|
Sharlyn C. Heslam
|
|
Title:
|
Managing Director
|
|
STOCKBRIDGE ABSOLUTE RETURN FUND, L.P.
|
||
By:
|
Stockbridge Associates LLC,
|
|
its general partner
|
||
By:
|
/s/ Sharlyn C. Heslam
|
|
Name:
|
Sharlyn C. Heslam
|
|
Title:
|
Managing Director
|
|
STOCKBRIDGE MASTER FUND (OS), L.P.
|
||
By:
|
Stockbridge Associates LLC,
|
|
its general partner
|
||
By:
|
/s/ Sharlyn C. Heslam
|
|
Name:
|
Sharlyn C. Heslam
|
|
Title:
|
Managing Director
|
|
BERKSHIRE INVESTORS IV LLC
|
||
By:
|
/s/ Sharlyn C. Heslam
|
|
Name:
|
Sharlyn C. Heslam
|
|
Title:
|
Managing Director
|
|
BERKSHIRE INVESTORS III LLC
|
||
By:
|
/s/ Sharlyn C. Heslam
|
|
Name:
|
Sharlyn C. Heslam
|
|
Title:
|
Managing Director
|
|