UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(a)

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

CDK GLOBAL, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

12508E101

(CUSIP Number)

Michael D. Adamski

Sachem Head Capital Management LP

399 Park Avenue, 32nd Floor

New York, New York 10022

212-714-3300

With a Copy to: 

Richard M. Brand

Cadwalader, Wickersham & Taft LLP

One World Financial Center

New York, New York 10281

212-504-5757

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 10, 2016

(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), 13d-1(f) or 13d-1(g), check the following box. ☐ 

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).

SCHEDULE 13D

 

 

 

SCHEDULE 13D

 

 

 

SCHEDULE 13D

 

 

 

SCHEDULE 13D

 

 

 

 

 

SCHEDULE 13D

This amendment No. 2 to Schedule 13D (this “Amendment No. 2”), amends and supplements the Schedule 13D (the “Original 13D”) filed on October 27, 2014 (the Original 13D, as amended and supplemented through the date of this Amendment No. 2, the “Schedule 13D”), by the Reporting Persons, relating to the common stock, par value $0.01 per share (the “Common Stock”), of CDK Global, Inc., a Delaware corporation (the “Issuer”).

This Amendment No. 2 is being filed to disclose a reduction in the beneficial ownership of the Reporting Persons of Common Stock as a result of sales of Common Stock.

Capitalized terms not defined in this Amendment No. 2 shall have the meaning ascribed to them in the Original 13D. Except as set forth herein, the Schedule 13D is unmodified.

Item 1 of the Schedule 13D is hereby amended and supplemented to add the following information:

As of June 10, 2016, the Reporting Persons beneficially owned an aggregate of 10,498,377 shares of Common Stock, representing approximately 6.8% of the outstanding shares of Common Stock. The Reporting Persons also have additional economic exposure to approximately 3,152,667 notional shares of Common Stock under certain cash-settled total return swaps, bringing their total aggregate economic exposure to 13,651,041 shares of Common Stock, representing approximately 8.8% of the outstanding shares of Common Stock.

SCHEDULE 13D

Item 5 of the Schedule 13D is hereby amended and supplemented by adding the following information:

(a), (b) Based upon the Issuer’s quarterly report on Form 10-Q filed on May 5, 2016, there were approximately 155,336,347 shares of the Common Stock outstanding as of May 2, 2016.

Based on the foregoing, as of June 10, 2016, the 10,498,377 shares of the Common Stock (the “Subject Shares”) beneficially owned by the Reporting Persons represent approximately 6.8% of the shares of the Common Stock issued and outstanding.

(c) Exhibit 99.3, which is incorporated by reference into this Item 5(c) as if restated in full, describes all of the transactions in shares of Common Stock, swaps and options that were effected in the past 60 days by the Reporting Persons for the benefit of the Sachem Head Funds, including certain portfolio rebalancing transactions among the Sachem Head Funds that do not change the number of shares beneficially owned by the Reporting Persons. Those transactions were effected for the accounts of the Sachem Head Funds, as further specified in Exhibit 99.3. Except as set forth in Exhibit 99.3, within the last 60 days, no reportable transactions were effected by any Reporting Person.

Item 7 of the Schedule 13D is hereby amended and supplemented by adding a reference to the following exhibit:

SCHEDULE 13D

SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

 

 

 

SCHEDULE 13D

 

 

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*  Previously Filed

 

 

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Exhibit 99.3

 

TRADING DATA

 

* Trade represents a rebalancing transaction.

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