1
|
NAME OF REPORTING PERSON
LAKEWOOD CAPITAL PARTNERS, LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK BOX 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
440,649
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
440,649
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
440,649*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%*
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
LAKEWOOD CAPITAL OFFSHORE FUND, LTD.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
440,649
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
440,649
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
440,649*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%*
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
1
|
NAME OF REPORTING PERSON
LAKEWOOD CAPITAL ADVISORS, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX 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
440,649
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
440,649
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
440,649*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%*
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
LAKEWOOD CAPITAL MANAGEMENT, LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX 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
440,649
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
440,649
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
440,649*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%*
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
LAKEWOOD CAPITAL MANAGEMENT (GP), LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX 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
440,649
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
440,649
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
440,649*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%*
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
BOZZA JACKSON HOLDINGS, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX 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
440,649
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
440,649
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
440,649*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%*
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
ANTHONY T. BOZZA
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
440,649
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
440,649
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
440,649*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%*
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
WILLIAM H. LENEHAN
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
PF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
4,788
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
4,788
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,788*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
Item 1.
|
Security and Issuer.
|
Item 2.
|
Identity and Background.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 4.
|
Purpose of Transaction.
|
Item 5.
|
Interest in Securities of the Issuer.
|
A.
|
Lakewood Capital Partners
|
|
(a)
|
As of the close of business on the date hereof, Lakewood Capital Partners beneficially owned 440,649 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 440,649
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 440,649
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in securities of the Issuer by Lakewood Capital Partners during the past 60 days are set forth in Schedule B and are incorporated herein by reference.
|
B.
|
Lakewood Capital Offshore
|
|
(a)
|
Lakewood Capital Offshore, as a feeder fund of Lakewood Capital Partners, may be deemed the beneficial owner of the 440,649 Shares owned by Lakewood Capital Partners.
|
|
(b)
|
1. Sole power to vote or direct vote: 440,649
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 440,649
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Lakewood Capital Offshore has not entered into any transactions in securities of the Issuer during the past 60 days. The transactions in securities of the Issuer on behalf of Lakewood Capital Partners during the past 60 days are set forth in Schedule B and are incorporated herein by reference.
|
C.
|
Lakewood Capital Advisors
|
|
(a)
|
Lakewood Capital Advisors, as the general partner of Lakewood Capital Partners, may be deemed the beneficial owner of the 440,649 Shares owned by Lakewood Capital Partners.
|
|
(b)
|
1. Sole power to vote or direct vote: 440,649
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 440,649
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Lakewood Capital Advisors has not entered into any transactions in securities of the Issuer during the past 60 days. The transactions in securities of the Issuer on behalf of Lakewood Capital Partners during the past 60 days are set forth in Schedule B and are incorporated herein by reference.
|
D.
|
Lakewood Capital Management
|
|
(a)
|
Lakewood Capital Management, as the investment manager of Lakewood Capital Partners, may be deemed the beneficial owner of the 440,649 Shares owned by Lakewood Capital Partners.
|
|
(b)
|
1. Sole power to vote or direct vote: 440,649
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 440,649
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Lakewood Capital Management has not entered into any transactions in securities of the Issuer during the past 60 days. The transactions in securities of the Issuer on behalf of Lakewood Capital Partners during the past 60 days are set forth in Schedule B and are incorporated herein by reference.
|
E.
|
Lakewood Capital GP
|
|
(a)
|
Lakewood Capital GP, as the general partner of Lakewood Capital Management, may be deemed the beneficial owner of the 440,649 Shares owned by Lakewood Capital Partners.
|
|
(b)
|
1. Sole power to vote or direct vote: 440,649
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 440,649
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Lakewood Capital GP has not entered into any transactions in securities of the Issuer during the past 60 days. The transactions in securities of the Issuer on behalf of Lakewood Capital Partners during the past 60 days are set forth in Schedule B and are incorporated herein by reference.
|
|
(a)
|
Bozza Holdings, as the managing member of Lakewood Capital Advisors, may be deemed the beneficial owner of the 440,649 Shares owned by Lakewood Capital Partners.
|
|
(b)
|
1. Sole power to vote or direct vote: 440,649
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 440,649
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Bozza Holdings has not entered into any transactions in securities of the Issuer during the past 60 days. The transactions in securities of the Issuer on behalf of Lakewood Capital Partners during the past 60 days are set forth in Schedule B and are incorporated herein by reference.
|
G.
|
Mr. Bozza
|
|
(a)
|
Mr. Bozza, as the managing member of each of Lakewood Capital GP and Bozza Holdings, may be deemed the beneficial owner of the 440,649 Shares owned by Lakewood Capital Partners.
|
|
(b)
|
1. Sole power to vote or direct vote: 440,649
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 440,649
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Mr. Bozza has not entered into any transactions in securities of the Issuer during the past 60 days. The transactions in securities of the Issuer on behalf of Lakewood Capital Partners during the past 60 days are set forth in Schedule B and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on the date hereof, Mr. Lenehan beneficially owned 4,788 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 4,788
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 4,788
|
|
(c)
|
The transactions in the securities of the Issuer during the past 60 days by Mr. Lenehan are set forth in Schedule B and are incorporated by reference herein.
|
|
(d)
|
No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
|
|
(e)
|
Not applicable.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Item 7.
|
Material to be Filed as Exhibits.
|
|
99.1
|
Joint Filing and Solicitation Agreement by and among Lakewood Capital Partners, LP, Lakewood Capital Offshore Fund, Ltd., Lakewood Capital Advisors, LLC, Lakewood Capital Management, LP, Lakewood Capital Management (GP), LLC, Bozza Jackson Holdings, LLC, Anthony T. Bozza and William H. Lenehan, dated December 5, 2014.
|
|
99.2
|
Indemnification Agreement, dated December 5, 2014.
|
|
99.3
|
Compensation Agreement, dated December 5, 2014.
|
|
99.4
|
Power of Attorney.
|
Lakewood Capital Partners, LP
|
|||
By:
|
Lakewood Capital Advisors, LLC
General Partner
|
||
By:
|
Bozza Jackson Holdings, LLC
Managing Member
|
||
By:
|
/s/ Anthony T. Bozza
|
||
Name:
|
Anthony T. Bozza
|
||
Title:
|
Managing Member
|
Lakewood Capital Offshore Fund, Ltd.
|
|||
By:
|
/s/ Anthony T. Bozza
|
||
Name:
|
Anthony T. Bozza
|
||
Title:
|
Director
|
Lakewood Capital Advisors, LLC
|
|||
By:
|
Bozza Jackson Holdings, LLC
Managing Member
|
||
By:
|
/s/ Anthony T. Bozza
|
||
Name:
|
Anthony T. Bozza
|
||
Title:
|
Managing Member
|
Lakewood Capital Management, LP
|
|||
By:
|
Lakewood Capital Management (GP), LLC
General Partner
|
||
By:
|
/s/ Anthony T. Bozza
|
||
Name:
|
Anthony T. Bozza
|
||
Title:
|
Managing Member
|
Lakewood Capital Management (GP), LLC
|
|||
By:
|
/s/ Anthony T. Bozza
|
||
Name:
|
Anthony T. Bozza
|
||
Title:
|
Managing Member
|
Bozza Jackson Holdings, LLC
|
|||
By:
|
/s/ Anthony T. Bozza
|
||
Name:
|
Anthony T. Bozza
|
||
Title:
|
Managing Member
|
/s/ Anthony T. Bozza
|
|
ANTHONY T. BOZZA
Individually and as attorney-in-fact for William H. Lenehan
|
Name and Position
|
Principal Occupation
|
Principal Business Address
|
Citizenship
|
|||
Anthony T. Bozza
Director*
|
||||||
Geoffrey C. Ruddick
Director
|
Independent Hedge Fund Director
|
3rd Floor, Harbour Centre
George Town, Grand Cayman
Cayman Islands
|
Canada
|
|||
Inderjit Singh
Director
|
Association Director, Elian Fiduciary Services (Cayman) Limited
|
89 Nexus Way
Camana Bay
Grand Cayman, KY1-9007
Cayman Islands
|
United Kingdom
|
Nature of the Transaction
|
Amount of Securities
Purchased/(Sold)
|
Price Per Share ($)
|
Date of
Purchase/Sale
|
Sale Of Cash-Settled Swap1
|
(63,738)
|
23.9329
|
12/04/2014
|
Purchase of Common Stock
|
76,600
|
23.9509
|
12/04/2014
|
Sale Of Cash-Settled Swap1
|
(87,895)
|
24.0563
|
12/05/2014
|
Purchase of Common Stock
|
125,900
|
24.0778
|
12/05/2014
|
Purchase of Common Stock2
|
10.0995
|
24.1645
|
11/21/2014
|
Purchase of Common Stock2
|
61.2506
|
24.1645
|
11/21/2014
|
Lakewood Capital Partners, LP
|
|||
By:
|
Lakewood Capital Advisors, LLC
General Partner
|
||
By:
|
Bozza Jackson Holdings, LLC
Managing Member
|
||
By:
|
/s/ Anthony T. Bozza
|
||
Name:
|
Anthony T. Bozza
|
||
Title:
|
Managing Member
|
Lakewood Capital Offshore Fund, Ltd.
|
|||
By:
|
/s/ Anthony T. Bozza
|
||
Name:
|
Anthony T. Bozza
|
||
Title:
|
Director
|
Lakewood Capital Advisors, LLC
|
|||
By:
|
Bozza Jackson Holdings, LLC
Managing Member
|
||
By:
|
/s/ Anthony T. Bozza
|
||
Name:
|
Anthony T. Bozza
|
||
Title:
|
Managing Member
|
Lakewood Capital Management, LP
|
|||
By:
|
Lakewood Capital Management (GP), LLC
General Partner
|
||
By:
|
/s/ Anthony T. Bozza
|
||
Name:
|
Anthony T. Bozza
|
||
Title:
|
Managing Member
|
Lakewood Capital Management (GP), LLC
|
|||
By:
|
/s/ Anthony T. Bozza
|
||
Name:
|
Anthony T. Bozza
|
||
Title:
|
Managing Member
|
Bozza Jackson Holdings, LLC
|
|||
By:
|
/s/ Anthony T. Bozza
|
||
Name:
|
Anthony T. Bozza
|
||
Title:
|
Managing Member
|
/s/ Anthony T. Bozza
|
|
ANTHONY T. BOZZA
|
/s/ William H. Lenehan
|
|
WILLIAM H. LENEHAN
|
LAKEWOOD CAPITAL PARTNERS, LP
c/o Lakewood Capital Management, LP
650 Madison Ave, 25th Floor
New York, New York 10022
|
|
Re:
|
Select Income REIT
|
Very truly yours,
|
|||
LAKEWOOD CAPITAL PARTNERS, LP
|
|||
By:
|
Lakewood Capital Advisors, LLC
General Partner
|
||
By:
|
Bozza Jackson Holdings, LLC
Managing Member
|
||
By:
|
/s/ Anthony T. Bozza | ||
Name:
|
Anthony T. Bozza
|
||
Title:
|
Managing Member
|
ACCEPTED AND AGREED:
|
/s/ William H. Lenehan
|
WILLIAM H. LENEHAN
|
LAKEWOOD CAPITAL PARTNERS, LP
c/o Lakewood Capital Management, LP
650 Madison Avenue, 25th Floor
New York, New York 10022
|
LAKEWOOD CAPITAL PARTNERS, LP
|
|||
By:
|
Lakewood Capital Advisors, LLC
General Partner
|
||
By:
|
Bozza Jackson Holdings, LLC
Managing Member
|
||
By:
|
/s/ Anthony T. Bozza | ||
Name:
|
Anthony T. Bozza
|
||
Title:
|
Managing Member
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ACCEPTED AND AGREED:
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/s/ William H. Lenehan
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WILLIAM H. LENEHAN
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/s/ William H. Lenehan
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WILLIAM H. LENEHAN
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