☒ |
Rule 13d-1(b)
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☐ |
Rule 13d-1(c)
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☐ |
Rule 13d-1(d)
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CUSIP No. 14862Q100
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SCHEDULE 13G/A
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Page 2 of 10 Pages
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1
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Name of Reporting Persons
Maverick Capital, Ltd. – 75-2482446
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2
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
|
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||
3
|
SEC Use Only
|
|||
4
|
Citizenship or Place of Organization
Texas
|
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
5
|
Sole Voting Power
8,946,460(1)
|
||
6
|
Shared Voting Power
0
|
|||
7
|
Sole Dispositive Power
8,946,460(1)
|
|||
8
|
Shared Dispositive Power
0
|
|||
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
8,946,460(1)
|
|||
10
|
Check Box if the Aggregate Amount in Row 9 Excludes Certain Shares
(See Instructions) |
o
|
||
11
|
Percent of Class Represented by Amount in Row 9
15.6%
|
|||
12
|
Type of Reporting Person (See Instructions)
IA
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CUSIP No. 14862Q100
|
SCHEDULE 13G/A
|
Page 3 of 10 Pages
|
1
|
Name of Reporting Persons
Maverick Capital Management, LLC – 75-2686461
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2
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
|
|
||
3
|
SEC Use Only
|
|||
4
|
Citizenship or Place of Organization
Texas
|
|||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
5
|
Sole Voting Power
8,946,460(1)
|
||
6
|
Shared Voting Power
0
|
|||
7
|
Sole Dispositive Power
8,946,460(1)
|
|||
8
|
Shared Dispositive Power
0
|
|||
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
8,946,460(1)
|
|||
10
|
Check Box if the Aggregate Amount in Row 9 Excludes Certain Shares
(See Instructions) |
o
|
||
11
|
Percent of Class Represented by Amount in Row 9
15.6%
|
|||
12
|
Type of Reporting Person (See Instructions)
HC
|
CUSIP No. 14862Q100
|
SCHEDULE 13G/A
|
Page 4 of 10 Pages
|
1
|
Name of Reporting Persons
Lee S. Ainslie III
|
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2
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
|
|
||
3
|
SEC Use Only
|
|||
4
|
Citizenship or Place of Organization
United States
|
|||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
5
|
Sole Voting Power
8,946,460(1)
|
||
6
|
Shared Voting Power
0
|
|||
7
|
Sole Dispositive Power
8,946,460(1)
|
|||
8
|
Shared Dispositive Power
0
|
|||
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
8,946,460(1)
|
|||
10
|
Check Box if the Aggregate Amount in Row 9 Excludes Certain Shares
(See Instructions) |
o
|
||
11
|
Percent of Class Represented by Amount in Row 9
15.6%
|
|||
12
|
Type of Reporting Person (See Instructions)
HC
|
CUSIP No. 14862Q100
|
SCHEDULE 13G/A
|
Page 5 of 10 Pages
|
1
|
Name of Reporting Persons
Andrew H. Warford
|
|||
2
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
|
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||
3
|
SEC Use Only
|
|||
4
|
Citizenship or Place of Organization
United States
|
|||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
5
|
Sole Voting Power
8,946,460(1)
|
||
6
|
Shared Voting Power
0
|
|||
7
|
Sole Dispositive Power
8,946,460(1)
|
|||
8
|
Shared Dispositive Power
0
|
|||
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
8,946,460(1)
|
|||
10
|
Check Box if the Aggregate Amount in Row 9 Excludes Certain Shares
(See Instructions) |
o
|
||
11
|
Percent of Class Represented by Amount in Row 9
15.6%
|
|||
12
|
Type of Reporting Person (See Instructions)
IN
|
Item 1(a)
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Name of Issuer:
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Item 1(b)
|
Address of Issuer’s Principal Executive Offices:
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Item 2(a)
|
Name of Person Filing:
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(i) |
Maverick Capital, Ltd.;
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(ii) |
Maverick Capital Management, LLC;
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(iii) |
Lee S. Ainslie III (“Mr. Ainslie”); and
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(iv) |
Andrew H. Warford (“Mr. Warford”).
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Item 2(b)
|
Address of Principal Business Office or, if none, Residence:
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Item 2(c)
|
Citizenship:
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(i) |
Maverick Capital, Ltd. is a Texas limited partnership;
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(ii) |
Maverick Capital Management, LLC is a Texas limited liability company;
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(iii) |
Mr. Ainslie is a citizen of the United States; and
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(iv) |
Mr. Warford is a citizen of the United States.
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Item 2(d)
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Title of Class of Securities:
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Item 2(e)
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CUSIP Number:
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Item 3 |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a) | ☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
(b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
(c) | ☐ |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d) | ☐ |
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e) | ☒ |
An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E).
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(f) | ☐ |
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
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(g) | ☒ |
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
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(h) | ☐ |
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
|
(i) | ☐ |
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
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(j) | ☐ |
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
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(k) | ☐ |
Group, in accordance with §240.13d-1(b)(1)(ii)(K).
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Item 4
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Ownership
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Item 5 |
Ownership of Five Percent or Less of a Class
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Item 6
|
Ownership of More than Five Percent on Behalf of Another Person
|
Item 7 |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
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Item 8 |
Identification and Classification of Members of the Group
|
Item 9 |
Notice of Dissolution of Group
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Item 10 |
Certifications
|
Date: February 14, 2017
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MAVERICK CAPITAL, LTD.
|
||||
By:
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Maverick Capital Management, LLC,
|
||||
Its General Partner
|
|||||
By:
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Lee S. Ainslie III, Manager
|
||||
By:
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/s/ Anne K. Hill
|
||||
Anne K. Hill
|
|||||
Under Power of Attorney dated
|
|||||
February 13, 2017
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Date: February 14, 2017
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MAVERICK CAPITAL MANAGEMENT, LLC
|
||||
By:
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Lee S. Ainslie III, Manager
|
||||
By:
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/s/ Anne K. Hill
|
||||
Anne K. Hill
|
|||||
Under Power of Attorney dated
|
|||||
February 13, 2017
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Date: February 14, 2017
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LEE S. AINSLIE III
|
||||
By:
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/s/ Anne K. Hill
|
||||
Anne K. Hill
|
|||||
Under Power of Attorney dated
|
|||||
February 13, 2017
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Date: February 14, 2017
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ANDREW H. WARFORD
|
||||
By:
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/s/ Anne K. Hill
|
||||
Anne K. Hill
|
|||||
Under Power of Attorney dated
|
|||||
February 13, 2017
|
A. |
Joint Filing Agreement, dated February 17, 2015, by and among Maverick Capital, Ltd., Maverick Capital Management, LLC, Lee S. Ainslie III and Andrew H. Warford.
|
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MAVERICK CAPITAL, LTD.
|
||||
By:
|
Maverick Capital Management, LLC,
|
||||
Its General Partner
|
|||||
By:
|
Lee S. Ainslie III, Manager
|
||||
By:
|
/s/ John T. McCafferty
|
||||
John T. McCafferty
|
|||||
Under Power of Attorney dated
|
|||||
February 13, 2003
|
|
MAVERICK CAPITAL MANAGEMENT, LLC
|
||||
By:
|
Lee S. Ainslie III, Manager
|
||||
By:
|
/s/ John T. McCafferty
|
||||
John T. McCafferty
|
|||||
Under Power of Attorney dated
|
|||||
February 13, 2003
|
|
LEE S. AINSLIE III
|
||||
By:
|
/s/ John T. McCafferty
|
||||
John T. McCafferty
|
|||||
Under Power of Attorney dated
|
|||||
February 13, 2003
|
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ANDREW H. WARFORD
|
||||
By:
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/s/ John T. McCafferty
|
||||
John T. McCafferty
|
|||||
Under Power of Attorney dated
|
|||||
February 11, 2015
|