0001418812-20-000027.txt : 20200313 0001418812-20-000027.hdr.sgml : 20200313 20200313171938 ACCESSION NUMBER: 0001418812-20-000027 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200311 FILED AS OF DATE: 20200313 DATE AS OF CHANGE: 20200313 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ValueAct Holdings, L.P. CENTRAL INDEX KEY: 0001418814 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08503 FILM NUMBER: 20713963 BUSINESS ADDRESS: STREET 1: ONE LETTERMAN DRIVE STREET 2: BUILDING D, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94129 BUSINESS PHONE: 415-362-3700 MAIL ADDRESS: STREET 1: ONE LETTERMAN DRIVE STREET 2: BUILDING D, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94129 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ValueAct Spring Master Fund, L.P. CENTRAL INDEX KEY: 0001728461 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08503 FILM NUMBER: 20713964 BUSINESS ADDRESS: STREET 1: ONE LETTERMAN DRIVE STREET 2: BUILDING D, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94129 BUSINESS PHONE: 4153623700 MAIL ADDRESS: STREET 1: ONE LETTERMAN DRIVE STREET 2: BUILDING D, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94129 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ValueAct Spring Master Fund A, L.P. CENTRAL INDEX KEY: 0001795980 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08503 FILM NUMBER: 20713965 BUSINESS ADDRESS: STREET 1: ONE LETTERMAN DRIVE STREET 2: BUILDING D, FOURTH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94129 BUSINESS PHONE: 4153623700 MAIL ADDRESS: STREET 1: ONE LETTERMAN DRIVE STREET 2: BUILDING D, FOURTH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94129 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VA Partners I, LLC CENTRAL INDEX KEY: 0001418812 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08503 FILM NUMBER: 20713966 BUSINESS ADDRESS: STREET 1: ONE LETTERMAN DRIVE STREET 2: BUILDING D, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94129 BUSINESS PHONE: 415-362-3700 MAIL ADDRESS: STREET 1: ONE LETTERMAN DRIVE STREET 2: BUILDING D, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94129 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ValueAct Capital Management, L.P. CENTRAL INDEX KEY: 0001351069 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08503 FILM NUMBER: 20713967 BUSINESS ADDRESS: STREET 1: ONE LETTERMAN DRIVE STREET 2: BUILDING D, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94129 BUSINESS PHONE: 415-362-3700 MAIL ADDRESS: STREET 1: ONE LETTERMAN DRIVE STREET 2: BUILDING D, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94129 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ValueAct Capital Management, LLC CENTRAL INDEX KEY: 0001351073 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08503 FILM NUMBER: 20713968 BUSINESS ADDRESS: STREET 1: ONE LETTERMAN DRIVE STREET 2: BUILDING D, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94129 BUSINESS PHONE: 415-362-3700 MAIL ADDRESS: STREET 1: ONE LETTERMAN DRIVE STREET 2: BUILDING D, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94129 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ValueAct Holdings II, L.P. CENTRAL INDEX KEY: 0001763309 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08503 FILM NUMBER: 20713969 BUSINESS ADDRESS: STREET 1: ONE LETTERMAN DRIVE STREET 2: BUILDING D, FOURTH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94129 BUSINESS PHONE: 4153623700 MAIL ADDRESS: STREET 1: ONE LETTERMAN DRIVE STREET 2: BUILDING D, FOURTH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94129 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ValueAct Holdings GP, LLC CENTRAL INDEX KEY: 0001418813 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08503 FILM NUMBER: 20713970 BUSINESS ADDRESS: STREET 1: ONE LETTERMAN DRIVE STREET 2: BUILDING D, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94129 BUSINESS PHONE: 415-362-3700 MAIL ADDRESS: STREET 1: ONE LETTERMAN DRIVE STREET 2: BUILDING D, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94129 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: HAWAIIAN ELECTRIC INDUSTRIES INC CENTRAL INDEX KEY: 0000354707 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 990208097 STATE OF INCORPORATION: HI FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1001 BISHOP STREET, SUITE 2900 CITY: HONOLULU STATE: HI ZIP: 96813 BUSINESS PHONE: 8085435662 MAIL ADDRESS: STREET 1: P.O. BOX 730 CITY: HONOLULU STATE: HI ZIP: 96808-0730 4 1 primary_doc.xml PRIMARY DOCUMENT X0306 4 2020-03-11 0 0000354707 HAWAIIAN ELECTRIC INDUSTRIES INC HE 0001418814 ValueAct Holdings, L.P. ONE LETTERMAN DRIVE BUILDING D, 4TH FLOOR SAN FRANCISCO CA 94129 1 0 0 1 See Remarks 0001728461 ValueAct Spring Master Fund, L.P. ONE LETTERMAN DRIVE BUILDING D, 4TH FLOOR SAN FRANCISCO CA 94129 1 0 0 1 See Remarks 0001795980 ValueAct Spring Master Fund A, L.P. ONE LETTERMAN DRIVE BUILDING D, FOURTH FLOOR SAN FRANCISCO CA 94129 1 0 0 1 See Remarks 0001418812 VA Partners I, LLC ONE LETTERMAN DRIVE BUILDING D, 4TH FLOOR SAN FRANCISCO CA 94129 1 0 0 1 See Remarks 0001351069 ValueAct Capital Management, L.P. ONE LETTERMAN DRIVE BUILDING D, 4TH FLOOR SAN FRANCISCO CA 94129 1 0 0 1 See Remarks 0001351073 ValueAct Capital Management, LLC ONE LETTERMAN DRIVE BUILDING D, 4TH FLOOR SAN FRANCISCO CA 94129 1 0 0 1 See Remarks 0001763309 ValueAct Holdings II, L.P. ONE LETTERMAN DRIVE BUILDING D, FOURTH FLOOR SAN FRANCISCO CA 94129 1 0 0 1 See Remarks 0001418813 ValueAct Holdings GP, LLC ONE LETTERMAN DRIVE BUILDING D, 4TH FLOOR SAN FRANCISCO CA 94129 1 0 0 1 See Remarks Common Stock 2020-03-11 4 P 0 755600 41.94 A 1069940 I See Footnotes Common Stock 2020-03-12 4 P 0 400060 39.59 A 1470000 I See Footnotes Common Stock 2020-03-13 4 P 0 542252 41.11 A 2012252 I See Footnotes Common Stock 1234416 I See Footnotes The securities reported herein are directly beneficially owned by ValueAct Spring Master Fund A, L.P. and may be deemed to be indirectly beneficially owned by (i) VA Partners I, LLC as General Partner of ValueAct Spring Master Fund A, L.P., (ii) ValueAct Capital Management, L.P. as the manager of ValueAct Spring Master Fund A, L.P., (iii) ValueAct Capital Management, LLC as General Partner of ValueAct Capital Management, L.P., (iv) ValueAct Holdings, L.P. as the majority owner of the membership interests of VA Partners I, LLC, (v) ValueAct Holdings II, L.P. as the sole owner of the membership interests of ValueAct Capital Management, LLC and as the majority owner of the limited partnership interests of ValueAct Capital Management, L.P., and (vi) ValueAct Holdings GP, LLC as General Partner of ValueAct Holdings, L.P. and ValueAct Holdings II, L.P. Each reporting person listed herein disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Weighted-average price at which shares were purchased on the listed date between the range of $39.33 and $39.67 per share. The reporting persons undertake to provide upon request to the SEC Staff, the Issuer, or a security holder of the Issuer information regarding the number of shares purchased at each price. Weighted-average price at which shares were purchased on the listed date between the range of $41.36 and $41.43 per share. The reporting persons undertake to provide upon request to the SEC Staff, the Issuer, or a security holder of the Issuer information regarding the number of shares purchased at each price. The securities reported herein are directly beneficially owned by ValueAct Spring Master Fund, L.P. and may be deemed to be indirectly beneficially owned by (i) VA Partners I, LLC as General Partner of ValueAct Spring Master Fund, L.P., (ii) ValueAct Capital Management, L.P. as the manager of ValueAct Spring Master Fund, L.P., (iii) ValueAct Capital Management, LLC as General Partner of ValueAct Capital Management, L.P., (iv) ValueAct Holdings, L.P. as the majority owner of the membership interests of VA Partners I, LLC, (v) ValueAct Holdings II, L.P. as the sole owner of the membership interests of ValueAct Capital Management, LLC and as the majority owner of the limited partnership interests of ValueAct Capital Management, L.P., and (vi) ValueAct Holdings GP, LLC as General Partner of ValueAct Holdings, L.P. and ValueAct Holdings II, L.P. -The reporting persons herein may be deemed to be members of a "group" for purposes of the Securities Exchange Act of 1934, as amended. Each reporting person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by such reporting person. This report shall not be deemed an admission that such reporting person is a member of a group or the beneficial owner of any securities not directly owned by such reporting person. -Eva T. Zlotnicka, a Vice President at ValueAct Capital, serves on the board of directors of the Issuer. As a result, the other reporting persons herein may be deemed directors by deputization. VALUEACT HOLDINGS, L.P., By: VALUEACT HOLDINGS GP, LLC, its General Partner, By: /s/ Bradley E. Singer, Chief Operating Officer 2020-03-13 VALUEACT SPRING MASTER FUND, L.P., By: VA PARTNERS I, LLC, its General Partner, By: /s/ Bradley E. Singer, Chief Operating Officer 2020-03-13 VALUEACT SPRING MASTER FUND A, L.P., By: VA PARTNERS I, LLC, its General Partner, By: /s/ Bradley E. Singer, Chief Operating Officer 2020-03-13 VA PARTNERS I, LLC, By: /s/ Bradley E. Singer, Chief Operating Officer 2020-03-13 VALUEACT CAPITAL MANAGEMENT, L.P., By: VALUEACT CAPITAL MANAGEMENT, LLC, its General Partner, By: /s/ Bradley E. Singer, Chief Operating Officer 2020-03-13 VALUEACT CAPITAL MANAGEMENT, LLC, By: /s/ Bradley E. Singer, Chief Operating Officer 2020-03-13 VALUEACT HOLDINGS II, L.P., By: VALUEACT HOLDINGS GP, LLC, its General Partner, By: /s/ Bradley E. Singer, Chief Operating Officer 2020-03-13 VALUEACT HOLDINGS GP, LLC, By: /s/ Bradley E. Singer, Chief Operating Officer 2020-03-13