| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| SCHEDULE 13D/A | |
| Under the Securities Exchange Act of 1934 | |
| (Amendment No. 2)* | |
|
CDK Global, Inc. | |
| (Name of Issuer) | |
|
Common Stock, par value $0.01 per share | |
| (Title of Class of Securities) | |
|
12508E101 | |
| (CUSIP Number) | |
|
Brian Meyer Fir Tree, Inc. 505 Fifth Avenue 23rd Floor New York, New York 10017 (212) 599-0090
Marc Weingarten, Esq. Eleazer Klein, Esq. Schulte Roth & Zabel LLP 919 Third Avenue New York, New York 10022 | |
| (Name, Address and Telephone Number of Person | |
| Authorized to Receive Notices and Communications) | |
|
August 12, 2015 | |
| (Date of Event Which Requires Filing of This Statement) | |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]
(Page 1 of 7 Pages)
______________________________
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 12508E101 | SCHEDULE 13D/A | Page 2 of 7 Pages |
| 1 |
NAME OF REPORTING PERSON Fir Tree Value Master Fund, L.P. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ (b) ☐ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS WC | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 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 0 | ||
| 8 |
SHARED VOTING POWER 10,724,655 shares of Common Stock | |||
| 9 |
SOLE DISPOSITIVE POWER 0 | |||
| 10 |
SHARED DISPOSITIVE POWER 10,724,655 shares of Common Stock | |||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 10,724,655 shares of Common Stock | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.7% | |||
| 14 |
TYPE OF REPORTING PERSON PN | |||
| CUSIP No. 12508E101 | SCHEDULE 13D/A | Page 3 of 7 Pages |
| 1 |
NAME OF REPORTING PERSON Fir Tree, Inc. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ (b) ☐ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION New York | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 |
SOLE VOTING POWER 0 | ||
| 8 |
SHARED VOTING POWER 10,724,655 shares of Common Stock | |||
| 9 |
SOLE DISPOSITIVE POWER 0 | |||
| 10 |
SHARED DISPOSITIVE POWER 10,724,655 shares of Common Stock | |||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 10,724,655 shares of Common Stock | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.7% | |||
| 14 |
TYPE OF REPORTING PERSON IA; CO | |||
| CUSIP No. 12508E101 | SCHEDULE 13D/A | Page 4 of 7 Pages |
| This Amendment No. 2 ("Amendment No. 2") amends the statement on Schedule 13D filed on December 8, 2014 (the "Original Schedule 13D"), as amended by Amendment No. 1 filed on May 15, 2015 ("Amendment No. 1", and together with the Original Schedule 13D and this Amendment No. 2, the "Schedule 13D") with respect to the common stock, $0.01 par value (the "Common Stock"), of CDK Global, Inc., a Delaware corporation (the "Issuer"). Capitalized terms used herein and not otherwise defined in this Amendment No. 2 have the meanings set forth in the Original Schedule 13D. This Amendment amends Items 3 and 5 as set forth below. |
| Item 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
| The first sentence of Item 3 of the Schedule 13D is hereby amended and restated as follows: | |
| The Reporting Persons used a total of approximately $322,277,980 (excluding brokerage commissions) in the aggregate to acquire the Common Stock reported in this Schedule 13D. |
| Item 5. | INTEREST IN SECURITIES OF THE ISSUER | ||
| Items 5(a), (b) and (c) of the Schedule 13D are hereby amended and restated as follows: | |||
| (a) | The aggregate number and percentage of shares of Common Stock to which this Schedule 13D relates is 10,724,655 shares of Common Stock, constituting approximately 6.7% of the Issuer’s currently outstanding Common Stock. The aggregate number and percentage of shares of Common Stock reported herein are based upon the 160,062,055 shares of Common Stock outstanding as of August 10, 2015, as reported in the Issuer's Annual Report on Form 10-K for the fiscal year ended June 30, 2015, filed with the SEC on August 13, 2015. | ||
| (i) | Fir Tree: | ||
| (a) |
As of the date hereof, Fir Tree may be deemed the beneficial owner of 10,724,655 shares of Common Stock. Percentage: Approximately 6.7% as of the date hereof. | ||
| (b) | 1. | Sole power to vote or direct vote: 0 | |
| 2. | Shared power to vote or direct vote: 10,724,655 shares of Common Stock | ||
| 3. | Sole power to dispose or direct the disposition: 0 | ||
| 4. | Shared power to dispose or direct the disposition: 10,724,655 shares of Common Stock | ||
| (ii) | Fir Tree Value: | ||
| (a) |
As of the date hereof, Fir Tree Value may be deemed the beneficial owner of 10,724,655 shares of Common Stock. Percentage: Approximately 6.7% as of the date hereof. | ||
| (b) | 1. | Sole power to vote or direct vote: 0 | |
| 2. | Shared power to vote or direct vote: 10,724,655 shares of Common Stock | ||
| 3. | Sole power to dispose or direct the disposition: 0 | ||
| 4. | Shared power to dispose or direct the disposition: 10,724,655 shares of Common Stock | ||
| CUSIP No. 12508E101 | SCHEDULE 13D/A | Page 5 of 7 Pages |
| To the knowledge of the Reporting Persons, the executive officers and directors of Fir Tree and the general partner of Fir Tree Value have no beneficial ownership of shares of Common Stock separate from the beneficial ownership held by the Reporting Persons. | |
| (b) | Fir Tree, as the investment manager to Fir Tree Value, has the shared power to vote or direct the voting, and to dispose or direct the disposition of, the 10,724,655 shares of Common Stock beneficially owned by Fir Tree Value. |
| (c) | Information concerning transactions in the shares of Common Stock effected by the Reporting Persons during the past sixty days is set forth in Schedule A hereto and is incorporated herein by reference. Unless otherwise indicated, all of such transactions were effected in the open market. |
| CUSIP No. 12508E101 | SCHEDULE 13D/A | Page 6 of 7 Pages |
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: August 14, 2015
| FIR TREE INC. | |||
| By: |
/s/ James Walker | ||
| Name: | James Walker | ||
| Title | Managing Director | ||
| FIR TREE VALUE MASTER FUND, LP | |||
| By: | FIR TREE INC., its Manager | ||
| By: |
/s/ James Walker | ||
| Name: | James Walker | ||
| Title: | Managing Director | ||
| CUSIP No. 12508E101 | SCHEDULE 13D/A | Page 7 of 7 Pages |
Schedule A
Transaction History of the Reporting Persons with respect to the Common Stock
This Schedule sets forth information with respect to each purchase and sale of shares of Common Stock that were effectuated by the Reporting Persons during the past sixty days. Unless otherwise indicated, all transactions were effectuated in the open market through a broker and all prices exclude brokerage commissions.
Fir Tree Value
| Trade Date | Type of Security | Shares Purchased (Sold) | Price Per Share ($) |
| 06/16/2015 | Common Stock | (497,399) | 56.68 |
| 06/17/2015 | Common Stock | (30,701) | 56.12 |
| 06/19/2015 | Common Stock | (93,126) | 55.96 |
| 06/23/2015 | Common Stock | (278,774) | 55.52 |
| 06/25/2015 | Common Stock | (60,449) | 55.57 |
| 06/26/2015 | Common Stock | (139,551) | 55.62 |
| 06/29/2015 | Common Stock | (71) | 55.50 |
| 07/09/2015 | Common Stock | (31,178) | 53.00 |
| 07/10/2015 | Common Stock | (38,898) | 53.31 |
| 07/13/2015 | Common Stock | (31,204) | 53.45 |
| 07/14/2015 | Common Stock | (50,000) | 53.27 |
| 07/15/2015 | Common Stock | (31,135) | 53.32 |
| 07/16/2015 | Common Stock | (44,207) | 53.30 |
| 07/17/2015 | Common Stock | (42,975) | 52.71 |
| 07/20/2015 | Common Stock | (44,261) | 53.29 |
| 07/21/2015 | Common Stock | (11,328) | 53.03 |
| 07/22/2015 | Common Stock | (900) | 52.51 |
| 07/23/2015 | Common Stock | (4,600) | 52.62 |
| 07/29/2015 | Common Stock | (169,314) | 51.50 |
| 08/12/2015 | Common Stock | (246,307) | 51.02 |