0001567619-20-005669.txt : 20200304 0001567619-20-005669.hdr.sgml : 20200304 20200304202105 ACCESSION NUMBER: 0001567619-20-005669 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200229 FILED AS OF DATE: 20200304 DATE AS OF CHANGE: 20200304 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sachem Head GP LLC CENTRAL INDEX KEY: 0001658917 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-01070 FILM NUMBER: 20689228 BUSINESS ADDRESS: STREET 1: 250 WEST 55TH STREET, 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-714-3300 MAIL ADDRESS: STREET 1: 250 WEST 55TH STREET, 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Uncas GP LLC CENTRAL INDEX KEY: 0001658906 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-01070 FILM NUMBER: 20689229 BUSINESS ADDRESS: STREET 1: 250 WEST 55TH STREET, 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-714-3300 MAIL ADDRESS: STREET 1: 250 WEST 55TH STREET, 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sachem Head Capital Management LP CENTRAL INDEX KEY: 0001582090 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-01070 FILM NUMBER: 20689230 BUSINESS ADDRESS: STREET 1: 250 WEST 55TH STREET STREET 2: 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-714-3300 MAIL ADDRESS: STREET 1: 250 WEST 55TH STREET STREET 2: 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ferguson Scott D. CENTRAL INDEX KEY: 0001658919 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-01070 FILM NUMBER: 20689231 MAIL ADDRESS: STREET 1: 250 WEST 55TH STREET, 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: OLIN Corp CENTRAL INDEX KEY: 0000074303 STANDARD INDUSTRIAL CLASSIFICATION: CHEMICALS & ALLIED PRODUCTS [2800] IRS NUMBER: 131872319 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: OLIN CORPORATION STREET 2: 190 CARONDELET PLAZA SUITE 1530 CITY: CLAYTON STATE: MO ZIP: 63105 BUSINESS PHONE: 3144801400 MAIL ADDRESS: STREET 1: OLIN CORPORATION STREET 2: 190 CARONDELET PLAZA SUITE 1530 CITY: CLAYTON STATE: MO ZIP: 63105 FORMER COMPANY: FORMER CONFORMED NAME: OLIN CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: OLIN MATHIESON CHEMICAL CORP DATE OF NAME CHANGE: 19691008 3 1 doc1.xml FORM 3 X0206 3 2020-02-29 0 0000074303 OLIN Corp OLN 0001658919 Ferguson Scott D. 250 WEST 55TH STREET 34TH FLOOR NEW YORK NY 10019 1 0 0 0 0001582090 Sachem Head Capital Management LP 250 WEST 55TH STREET 34TH FLOOR NEW YORK NY 10019 1 0 0 0 0001658906 Uncas GP LLC 250 WEST 55TH STREET 34TH FLOOR NEW YORK NY 10019 1 0 0 0 0001658917 Sachem Head GP LLC 250 WEST 55TH STREET, 34TH FLOOR NEW YORK NY 10019 1 0 0 0 Common Stock, par value $1.00 ("Shares") 14950000 I Please see footnotes Cash Settled Swap 17.74 2023-02-16 Common Stock 1700000 I Please see footnotes Cash Settled Swap 19.00 2023-02-23 Common Stock 720000 I Please see footnotes In addition to Scott D. Ferguson, this Form 3 is being filed jointly by Sachem Head Capital Management LP ("Sachem Head"), Uncas GP LLC ("SH Management"), and Sachem Head GP LLC ("Sachem Head GP," together with Mr. Ferguson, Sachem Head and SH Management, the "Reporting Persons"), each of whom has the same business address as Sachem Head and may be deemed to have a pecuniary interest in securities beneficially owned by it. Includes 5,174,080 Shares directly owned by Sachem Head LP ("SH"), 4,025,920 Shares directly owned by Sachem Head Master LP ("SHM") and 5,750,000 Shares directly owned by SH Old Quarry Master Ltd. ("Old Quarry Master" and, together with SH and SHM, the "Sachem Head Funds"). The principal business of Sachem Head is to serve as investment advisor to certain affiliated funds, including the Sachem Head Funds. The principal business of SH Management is to serve as the sole general partner of Sachem Head. The principal business of Sachem Head GP is to serve as the general partner of certain affiliated funds, including SH and SHM. The principal occupation of Scott D. Ferguson is to serve as the managing partner of Sachem Head and the managing member of SH Management and Sachem Head GP. Under the cash-settled total return swaps referencing 2,420,000 Shares (the "Cash Settled Swaps"), Old Quarry Master became a party to contracts with unaffiliated third party financial institutions pursuant to which a cash payment will be made by the counterparty to Old Quarry Master if the price of a Share on the expiration date exceeds the reference price in column 4 and a cash payment will be made by Old Quarry Master to the counterparty if the price of a Share on the expiration date is less than the reference price in column 4. The Cash Settled Swaps do not give any Reporting Person direct or indirect voting, investment or dispositive control over any securities of the Olin Corporation (the "Issuer") and do not require the counterparty thereto to acquire, hold, vote or dispose of any securities of the Issuer. Accordingly, the Reporting Persons disclaim any beneficial ownership of any Shares that may be referenced in the swap contracts or shares or other securities or financial instruments that may be held from time to time by any counterparty to the contracts. Each of Sachem Head, as the investment adviser to the Sachem Head Funds, SH Management, as the sole general partner of Sachem Head, and Scott Ferguson, as the managing partner of Sachem Head, may be deemed to beneficially own 14,950,000 Shares directly owned by the Sachem Head Funds and Cash Settled Swaps referencing 2,420,000 Shares in the aggregate owned by Old Quarry Master. As the general partner of SH and SHM, Sachem Head GP may be deemed to beneficially own 9,200,000 Shares directly owned by SH and SHM. Each of Sachem Head, SH Management, Sachem Head GP and Scott Ferguson disclaims beneficial ownership of the securities reported hereon for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended, except to the extent of its or his pecuniary interest therein, if any. Mr. Ferguson is the managing partner of Sachem Head and the managing member of each of Uncas GP LLC and Sachem Head GP LLC and also serves on the board of directors of the Issuer. As a result, the Reporting Persons other than Mr. Ferguson may be deemed directors of the Issuer by deputization. /s/ Michael D. Adamski, as General Counsel 2020-03-04 /s/ Michael D. Adamski, as Attorney-in-Fact 2020-03-04 /s/ Michael D. Adamski, as General Counsel 2020-03-04 /s/ Michael D. Adamski, as General Counsel 2020-03-04