|
x
|
Rule 13d-1(b)
|
|
¨
|
Rule 13d-1(c)
|
|
¨
|
Rule 13d-1(d)
|
CUSIP No. 14862Q100
|
SCHEDULE 13G
|
Page 2 of 9 Pages
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Maverick Capital, Ltd. – 75-2482446
|
|||
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
8,183,386(1)
|
||
6
|
SHARED VOTING POWER
0
|
|||
7
|
SOLE DISPOSITIVE POWER
8,183,386(1)
|
|||
8
|
SHARED DISPOSITIVE POWER
0
|
|||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,183,386(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)
39.9%
|
|||
12
|
TYPE OF REPORTING PERSON (See Instructions)
IA
|
(1)
|
Includes 7,733,386 shares of Class A Common Stock convertible at any time into shares of Class B Common Stock.
|
CUSIP No. 14862Q100
|
SCHEDULE 13G
|
Page 3 of 9 Pages
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Maverick Capital Management, LLC – 75-2686461
|
|||
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
8,183,386(1)
|
||
6
|
SHARED VOTING POWER
0
|
|||
7
|
SOLE DISPOSITIVE POWER
8,183,386(1)
|
|||
8
|
SHARED DISPOSITIVE POWER
0
|
|||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,183,386(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)
39.9%
|
|||
12
|
TYPE OF REPORTING PERSON (See Instructions)
HC
|
(1)
|
Includes 7,733,386 shares of Class A Common Stock convertible at any time into shares of Class B Common Stock.
|
CUSIP No. 14862Q100
|
SCHEDULE 13G
|
Page 4 of 9 Pages
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Lee S. Ainslie III
|
|||
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
8,183,386(1)
|
||
6
|
SHARED VOTING POWER
0
|
|||
7
|
SOLE DISPOSITIVE POWER
8,183,386(1)
|
|||
8
|
SHARED DISPOSITIVE POWER
0
|
|||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,183,386(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)
39.9%
|
|||
12
|
TYPE OF REPORTING PERSON (See Instructions)
HC
|
(1)
|
Includes 7,733,386 shares of Class A Common Stock convertible at any time into shares of Class B Common Stock.
|
Item 1(a)
|
Name of Issuer:
|
Item 1(b)
|
Address of Issuer’s Principal Executive Offices:
|
Item 2(a)
|
Name of Person Filing:
|
|
(i)
|
Maverick Capital, Ltd.;
|
|
(ii)
|
Maverick Capital Management, LLC; and
|
|
(iii)
|
Lee S. Ainslie III (“Mr. Ainslie”).
|
Item 2(b)
|
Address of Principal Business Office or, if none, Residence:
|
Item 2(c)
|
Citizenship:
|
|
(i)
|
Maverick Capital, Ltd. is a Texas limited partnership;
|
|
(ii)
|
Maverick Capital Management, LLC is a Texas limited liability company; and
|
|
(iii)
|
Mr. Ainslie is a citizen of the United States.
|
Item 2(d)
|
Title of Class of Securities:
|
Item 2(e)
|
CUSIP Number:
|
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:
|
|
(a)
|
o
|
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
|
|
(b)
|
o
|
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
|
|
(c)
|
o
|
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
|
|
(d)
|
o
|
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
|
|
(e)
|
x
|
An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E).
|
|
(f)
|
o
|
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
|
|
(g)
|
x
|
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
|
|
(h)
|
o
|
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
|
|
(i)
|
o
|
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).
|
|
(j)
|
o
|
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
|
|
(k)
|
o
|
Group, in accordance with § 240.13d-1(b)(1)(ii)(K).
|
Item 4
|
Ownership
|
Item 5
|
Ownership of Five Percent or Less of a Class
|
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
|
Item 8
|
Identification and Classification of Members of the Group
|
Item 9
|
Notice of Dissolution of Group
|
Item 10
|
Certifications
|
Date: April 10, 2014
|
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
|
Date: April 10, 2014
|
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
|
Date: April 10, 2014
|
LEE S. AINSLIE III
|
||
By:
|
/s/ John T. McCafferty | ||
John T. McCafferty
Under Power of Attorney dated
February 13, 2003
|
A.
|
Joint Filing Agreement, dated April 10, 2014, by and among Maverick Capital, Ltd., Maverick Capital Management, LLC, and Lee S. Ainslie III.
|
|
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
|