1.
|
NAMES OF REPORTING PERSONS
|
Robert S. Pitts, Jr.
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
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
|
0
|
|
6.
|
SHARED VOTING POWER
|
4,255,457
|
|
7.
|
SOLE DISPOSITIVE POWER
|
0
|
|
8.
|
SHARED DISPOSITIVE POWER
|
4,255,457
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
4,255,457
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
5.2%
|
|
12.
|
TYPE OF REPORTING PERSON
|
IN
|
1.
|
NAMES OF REPORTING PERSONS
|
Steadfast Capital Management LP
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
5.
|
SOLE VOTING POWER
|
0
|
|
6.
|
SHARED VOTING POWER
|
3,845,594
|
|
7.
|
SOLE DISPOSITIVE POWER
|
0
|
|
8.
|
SHARED DISPOSITIVE POWER
|
3,845,594
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
3,845,594
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
4.7%
|
|
12.
|
TYPE OF REPORTING PERSON
|
PN
|
1.
|
NAMES OF REPORTING PERSONS
|
Steadfast Financial LP
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
5.
|
SOLE VOTING POWER
|
0
|
|
6.
|
SHARED VOTING POWER
|
172,118
|
|
7.
|
SOLE DISPOSITIVE POWER
|
0
|
|
8.
|
SHARED DISPOSITIVE POWER
|
172,118
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
172,118
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
Less than 1%
|
|
12.
|
TYPE OF REPORTING PERSON
|
PN
|
1.
|
NAMES OF REPORTING PERSONS
|
Steadfast Long Financial LP
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
5.
|
SOLE VOTING POWER
|
0
|
|
6.
|
SHARED VOTING POWER
|
237,745
|
|
7.
|
SOLE DISPOSITIVE POWER
|
0
|
|
8.
|
SHARED DISPOSITIVE POWER
|
237,745
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
237,745
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
Less than 1%
|
|
12.
|
TYPE OF REPORTING PERSON
|
PN
|
1.
|
NAMES OF REPORTING PERSONS
|
Steadfast Capital, L.P.
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
5.
|
SOLE VOTING POWER
|
0
|
|
6.
|
SHARED VOTING POWER
|
172,118
|
|
7.
|
SOLE DISPOSITIVE POWER
|
0
|
|
8.
|
SHARED DISPOSITIVE POWER
|
172,118
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
172,118
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
Less than 1%
|
|
12.
|
TYPE OF REPORTING PERSON
|
PN
|
1.
|
NAMES OF REPORTING PERSONS
|
American Steadfast, L.P.
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
5.
|
SOLE VOTING POWER
|
0
|
|
6.
|
SHARED VOTING POWER
|
1,286,974
|
|
7.
|
SOLE DISPOSITIVE POWER
|
0
|
|
8.
|
SHARED DISPOSITIVE POWER
|
1,286,974
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
1,286,974
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
1.6%
|
|
12.
|
TYPE OF REPORTING PERSON
|
PN
|
1.
|
NAMES OF REPORTING PERSONS
|
Steadfast International Master Fund Ltd.
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Cayman Islands
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
5.
|
SOLE VOTING POWER
|
0
|
|
6.
|
SHARED VOTING POWER
|
2,558,620
|
|
7.
|
SOLE DISPOSITIVE POWER
|
0
|
|
8.
|
SHARED DISPOSITIVE POWER
|
2,558,620
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
2,558,620
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
3.1%
|
|
12.
|
TYPE OF REPORTING PERSON
|
CO
|
1.
|
NAMES OF REPORTING PERSONS
|
Steadfast Long Capital, L.P.
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
5.
|
SOLE VOTING POWER
|
0
|
|
6.
|
SHARED VOTING POWER
|
101,293
|
|
7.
|
SOLE DISPOSITIVE POWER
|
0
|
|
8.
|
SHARED DISPOSITIVE POWER
|
101,293
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
101,293
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
Less than 1%
|
|
12.
|
TYPE OF REPORTING PERSON
|
PN
|
1.
|
NAMES OF REPORTING PERSONS
|
Steadfast Long Capital Master Fund, L.P.
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Cayman Islands
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
5.
|
SOLE VOTING POWER
|
0
|
|
6.
|
SHARED VOTING POWER
|
136,452
|
|
7.
|
SOLE DISPOSITIVE POWER
|
0
|
|
8.
|
SHARED DISPOSITIVE POWER
|
136,452
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
136,452
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
Less than 1%
|
|
12.
|
TYPE OF REPORTING PERSON
|
PN
|
Item 1(a). |
Name of Issuer:
|
Item 1(b). |
Address of Issuer's Principal Executive Offices:
|
Item 2(a). |
Name of Persons Filing:
|
·
|
Robert S. Pitts, Jr., a United States Citizen ("Mr. Pitts").
|
·
|
Steadfast Capital Management LP, a Delaware limited partnership (the "Investment Manager").
|
·
|
Steadfast Financial LP, a Delaware limited partnership (the "Investment General Partner").
|
·
|
Steadfast Long Financial LP, a Delaware limited partnership (the "Long Investment Manager").
|
·
|
Steadfast Capital, L.P., a Delaware limited partnership ("Steadfast Capital").
|
·
|
American Steadfast, L.P., a Delaware limited partnership ("American Steadfast").
|
·
|
Steadfast International Master Fund Ltd., a Cayman Islands exempted company (the "Offshore Fund").
|
·
|
Steadfast Long Capital, L.P., a Delaware limited partnership ("Long Capital").
|
·
|
Steadfast Long Capital Master Fund, L.P., a Cayman Islands exempted limited partnership (the "Long Offshore Fund").
|
Item 2(b). |
Address of Principal Business Office or, if None, Residence:
|
Item 2(c). |
Citizenship:
|
Item 2(d). |
Title of Class of Securities:
|
Item 2(e). |
CUSIP Number:
|
Item 3. |
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
|
(a)
|
[ ]
|
Broker or dealer registered under Section 15 of the Exchange Act.
|
|
(b)
|
[ ]
|
Bank as defined in Section 3(a)(6) of the Exchange Act.
|
|
(c)
|
[ ]
|
Insurance company defined in Section 3(a)(19) of the Exchange Act.
|
|
(d)
|
[ ]
|
Investment company registered under Section 8 of the Investment Company Act.
|
|
(e)
|
[ ]
|
Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
|
|
(f)
|
[ ]
|
Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
|
|
(g)
|
[ ]
|
Parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
|
|
(h)
|
[ ]
|
Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
|
|
(i)
|
[ ]
|
Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
|
|
(j)
|
[ ]
|
Non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J).
|
|
(k)
|
[ ]
|
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____
|
(a) |
Amount beneficially owned:
|
(i) |
Mr. Pitts beneficially owns 4,255,457 shares of Common Stock.
|
(ii) |
The Investment Manager beneficially owns 3,845,594 shares of Common Stock.
|
(iii) |
The Investment General Partner beneficially owns 172,118 shares of Common Stock.
|
(iv) |
The Long Investment Manager beneficially owns 237,745 shares of Common Stock.
|
(v) |
Steadfast Capital beneficially owns 172,118 shares of Common Stock.
|
(vi) |
American Steadfast beneficially owns 1,286,974 shares of Common Stock.
|
(vii) |
The Offshore Fund beneficially owns 2,558,620 shares of Common Stock.
|
(viii) |
Long Capital beneficially owns 101,293 shares of Common Stock.
|
(ix) |
The Long Offshore Fund beneficially owns 136,452 shares of Common Stock.
|
(x) |
Collectively, the Reporting Persons beneficially own 4,255,457 shares of Common Stock.
|
(b) |
Percent of class:
|
(i) |
Mr. Pitts' beneficial ownership of 4,255,457 shares of Common Stock represents 5.2% of the outstanding Common Stock.
|
(ii) |
The Investment Manager's beneficial ownership of 3,845,594 shares of Common Stock represents 4.7% of the outstanding Common Stock.
|
(iii) |
The Investment General Partner's beneficial ownership of 172,118 shares of Common Stock represents less than 1% of the outstanding Common Stock.
|
(iv) |
The Long Investment Manager's beneficial ownership of 237,745 shares of Common Stock represents less than 1% of the outstanding Common Stock.
|
(v) |
Steadfast Capital's beneficial ownership of 172,118 shares of Common Stock represents less than 1% of the outstanding Common Stock.
|
(vi) |
American Steadfast's beneficial ownership of 1,286,974 shares of Common Stock represents 1.6% of the outstanding Common Stock.
|
(vii) |
The Offshore Fund's beneficial ownership of 2,558,620 shares of Common Stock represents 3.1% of the outstanding Common Stock.
|
(viii) |
Long Capital's beneficial ownership of 101,293 shares of Common Stock represents less than 1% of the outstanding Common Stock.
|
(ix) |
The Long Offshore Fund's beneficial ownership of 136,452 shares of Common Stock represents less than 1% of the outstanding Common Stock.
|
(x) |
Collectively, the Reporting Persons' beneficial ownership of 4,255,457 shares of Common Stock represents 5.2% of the outstanding Common Stock.
|
(c) |
Number of shares as to which such person has:
|
(i) |
Sole power to vote or to direct the vote of Ordinary Shares:
|
(ii) |
Shared power to vote or to direct the vote of Ordinary Shares:
|
(iii) |
Sole power to dispose or to direct the disposition of Ordinary Shares:
|
(iv) |
Shared power to dispose or to direct the disposition of Ordinary Shares:
|
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.
|
Item 8. |
Identification and Classification of Members of the Group.
|
Item 9. |
Notice of Dissolution of Group.
|
Item 10. |
Certification.
|
Dated: |
November 19, 2018
|
STEADFAST CAPITAL MANAGEMENT LP
By: /s/ Robert S. Pitts, Jr.
Robert S. Pitts, Jr.
President
STEADFAST FINANCIAL LP
By: /s/ Robert S. Pitts, Jr.
Robert S. Pitts, Jr.
President
STEADFAST LONG FINANCIAL LP
By: /s/ Robert S. Pitts, Jr.
Robert S. Pitts, Jr.
President
STEADFAST CAPITAL, L.P.
By: STEADFAST ADVISORS LP, as Managing General Partner
By: /s/ Robert S. Pitts, Jr.
Robert S. Pitts, Jr.
President
AMERICAN STEADFAST, L.P.
|
By: STEADFAST CAPITAL MANAGEMENT LP, Attorney-in-Fact
|
Dated: |
November 19, 2018
|
STEADFAST CAPITAL MANAGEMENT LP
By: /s/ Robert S. Pitts, Jr.
Robert S. Pitts, Jr.
President
STEADFAST FINANCIAL LP
By: /s/ Robert S. Pitts, Jr.
Robert S. Pitts, Jr.
President
STEADFAST LONG FINANCIAL LP
By: /s/ Robert S. Pitts, Jr.
Robert S. Pitts, Jr.
President
STEADFAST CAPITAL, L.P.
By: STEADFAST ADVISORS LP, as Managing General Partner
By: /s/ Robert S. Pitts, Jr.
Robert S. Pitts, Jr.
President
AMERICAN STEADFAST, L.P.
|
By: STEADFAST CAPITAL MANAGEMENT LP, Attorney-in-Fact
|