1
|
Names of Reporting Persons
Berkshire Partners Holdings LLC
|
||
2
|
Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☑
|
||
3
|
SEC Use Only
|
||
4
|
Source of Funds
OO
|
||
5
|
Check 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
0
|
|
8
|
Shared Voting Power
4,520,576 †
|
||
9
|
Sole Dispositive Power
0
|
||
10
|
Shared Dispositive Power
4,520,576 †
|
||
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
4,520,576 †
|
||
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
||
13
|
Percent of Class Represented by Amount in Row (11)
12.2% * †
|
||
14
|
Type of Reporting Person
OO
|
† |
As of March 25, 2016. See Item 5.
|
*
|
Percentage calculations are based on the number of shares of Common Stock outstanding as of March 1, 2016, as reported in the Issuer's Prospectus Supplement dated March 21, 2016.
|
1
|
Names of Reporting Persons
BPSP, L.P.
|
||
2
|
Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☑
|
||
3
|
SEC Use Only
|
||
4
|
Source of Funds
OO
|
||
5
|
Check 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
0
|
|
8
|
Shared Voting Power
4,520,576 †
|
||
9
|
Sole Dispositive Power
0
|
||
10
|
Shared Dispositive Power
4,520,576 †
|
||
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
4,520,576 †
|
||
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
||
13
|
Percent of Class Represented by Amount in Row (11)
12.2% * †
|
||
14
|
Type of Reporting Person
PN
|
† |
As of March 25, 2016. See Item 5.
|
*
|
Percentage calculations are based on the number of shares of Common Stock outstanding as of March 1, 2016, as reported in the Issuer's Prospectus Supplement dated March 21, 2016.
|
1
|
Names of Reporting Persons
Berkshire Partners LLC
|
||
2
|
Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☑
|
||
3
|
SEC Use Only
|
||
4
|
Source of Funds
OO
|
||
5
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)
☐
|
||
6
|
Citizenship or Place of Organization
Massachusetts
|
||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7
|
Sole Voting Power
0
|
|
8
|
Shared Voting Power
1,740,555 †
|
||
9
|
Sole Dispositive Power
0
|
||
10
|
Shared Dispositive Power
1,740,555 †
|
||
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,740,555 †
|
||
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
||
13
|
Percent of Class Represented by Amount in Row (11)
4.7% * †
|
||
14
|
Type of Reporting Person
IA
|
† |
As of March 25, 2016. See Item 5.
|
*
|
Percentage calculations are based on the number of shares of Common Stock outstanding as of March 1, 2016, as reported in the Issuer's Prospectus Supplement dated March 21, 2016.
|
1
|
Names of Reporting Persons
Stockbridge Partners LLC
|
||
2
|
Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☑
|
||
3
|
SEC Use Only
|
||
4
|
Source of Funds
OO
|
||
5
|
Check 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
0
|
|
8
|
Shared Voting Power
2,780,021 †
|
||
9
|
Sole Dispositive Power
0
|
||
10
|
Shared Dispositive Power
2,780,021 †
|
||
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,780,021 †
|
||
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
||
13
|
Percent of Class Represented by Amount in Row (11)
7.5% * †
|
||
14
|
Type of Reporting Person
IA
|
† |
As of March 25, 2016. See Item 5.
|
*
|
Percentage calculations are based on the number of shares of Common Stock outstanding as of March 1, 2016, as reported in the Issuer's Prospectus Supplement dated March 21, 2016.
|
1
|
Names of Reporting Persons
Berkshire Fund VIII, L.P.
|
||
2
|
Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☑
|
||
3
|
SEC Use Only
|
||
4
|
Source of Funds
OO
|
||
5
|
Check 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
0
|
|
8
|
Shared Voting Power
1,200,531 †
|
||
9
|
Sole Dispositive Power
0
|
||
10
|
Shared Dispositive Power
1,200,531 †
|
||
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,200,531 †
|
||
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
||
13
|
Percent of Class Represented by Amount in Row (11)
3.2% * †
|
||
14
|
Type of Reporting Person
PN
|
† |
As of March 25, 2016. See Item 5.
|
*
|
Percentage calculations are based on the number of shares of Common Stock outstanding as of March 1, 2016, as reported in the Issuer's Prospectus Supplement dated March 21, 2016.
|
1
|
Names of Reporting Persons
Berkshire Fund VIII-A, L.P.
|
||
2
|
Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☑
|
||
3
|
SEC Use Only
|
||
4
|
Source of Funds
OO
|
||
5
|
Check 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
0
|
|
8
|
Shared Voting Power
498,830 †
|
||
9
|
Sole Dispositive Power
0
|
||
10
|
Shared Dispositive Power
498,830 †
|
||
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
498,830 †
|
||
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
||
13
|
Percent of Class Represented by Amount in Row (11)
1.3% * †
|
||
14
|
Type of Reporting Person
PN
|
† |
As of March 25, 2016. See Item 5.
|
*
|
Percentage calculations are based on the number of shares of Common Stock outstanding as of March 1, 2016, as reported in the Issuer's Prospectus Supplement dated March 21, 2016.
|
1
|
Names of Reporting Persons
Stockbridge Fund, L.P.
|
||
2
|
Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☑
|
||
3
|
SEC Use Only
|
||
4
|
Source of Funds
OO
|
||
5
|
Check 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
0
|
|
8
|
Shared Voting Power
2,078,503 †
|
||
9
|
Sole Dispositive Power
0
|
||
10
|
Shared Dispositive Power
2,078,503 †
|
||
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,078,503 †
|
||
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
||
13
|
Percent of Class Represented by Amount in Row (11)
5.6% * †
|
||
14
|
Type of Reporting Person
PN
|
† |
As of March 25, 2016. See Item 5.
|
*
|
Percentage calculations are based on the number of shares of Common Stock outstanding as of March 1, 2016, as reported in the Issuer's Prospectus Supplement dated March 21, 2016.
|
1
|
Names of Reporting Persons
Stockbridge Absolute Return Fund, L.P.
|
||
2
|
Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☑
|
||
3
|
SEC Use Only
|
||
4
|
Source of Funds
OO
|
||
5
|
Check 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
0
|
|
8
|
Shared Voting Power
6,412 †
|
||
9
|
Sole Dispositive Power
0
|
||
10
|
Shared Dispositive Power
6,412 †
|
||
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
6,412 †
|
||
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
||
13
|
Percent of Class Represented by Amount in Row (11)
less than 0.1% * †
|
||
14
|
Type of Reporting Person
PN
|
† |
As of March 25, 2016. See Item 5.
|
*
|
Percentage calculations are based on the number of shares of Common Stock outstanding as of March 1, 2016, as reported in the Issuer's Prospectus Supplement dated March 21, 2016.
|
1
|
Names of Reporting Persons
Stockbridge Master Fund (OS), L.P.
|
||
2
|
Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☑
|
||
3
|
SEC Use Only
|
||
4
|
Source of Funds
OO
|
||
5
|
Check 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
0
|
|
8
|
Shared Voting Power
187,154 †
|
||
9
|
Sole Dispositive Power
0
|
||
10
|
Shared Dispositive Power
187,154 †
|
||
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
187,154 †
|
||
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
||
13
|
Percent of Class Represented by Amount in Row (11)
0.5% * †
|
||
14
|
Type of Reporting Person
PN
|
† |
As of March 25, 2016. See Item 5.
|
*
|
Percentage calculations are based on the number of shares of Common Stock outstanding as of March 1, 2016, as reported in the Issuer's Prospectus Supplement dated March 21, 2016.
|
1
|
Names of Reporting Persons
Berkshire Investors III LLC
|
||
2
|
Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☑
|
||
3
|
SEC Use Only
|
||
4
|
Source of Funds
OO
|
||
5
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)
☐
|
||
6
|
Citizenship or Place of Organization
Massachusetts
|
||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7
|
Sole Voting Power
0
|
|
8
|
Shared Voting Power
21,214 †
|
||
9
|
Sole Dispositive Power
0
|
||
10
|
Shared Dispositive Power
21,214 †
|
||
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
21,214 †
|
||
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
||
13
|
Percent of Class Represented by Amount in Row (11)
0.1% * †
|
||
14
|
Type of Reporting Person
OO
|
† |
As of March 25, 2016. See Item 5.
|
*
|
Percentage calculations are based on the number of shares of Common Stock outstanding as of March 1, 2016, as reported in the Issuer's Prospectus Supplement dated March 21, 2016.
|
1
|
Names of Reporting Persons
Berkshire Investors IV LLC
|
||
2
|
Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☑
|
||
3
|
SEC Use Only
|
||
4
|
Source of Funds
OO
|
||
5
|
Check 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
0
|
|
8
|
Shared Voting Power
19,980 †
|
||
9
|
Sole Dispositive Power
0
|
||
10
|
Shared Dispositive Power
19,980 †
|
||
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
19,980 †
|
||
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
|
||
13
|
Percent of Class Represented by Amount in Row (11)
0.1% * †
|
||
14
|
Type of Reporting Person
OO
|
† |
As of March 25, 2016. See Item 5.
|
*
|
Percentage calculations are based on the number of shares of Common Stock outstanding as of March 1, 2016, as reported in the Issuer's Prospectus Supplement dated March 21, 2016.
|
i. | BPH beneficially owns 12.2% of the Issuer's Common Stock. |
ii. | BPSP beneficially owns 12.2% of the Issuer's Common Stock. |
iii. | BP beneficially owns 4.7% of the Issuer's Common Stock. |
iv. | SP beneficially owns 7.5% of the Issuer's Common Stock. |
v. | BF VIII beneficially owns 3.2% of the Issuer's Common Stock. |
vi. | BF VIII-A beneficially owns 1.3% of the Issuer's Common Stock. |
vii. | SF beneficially owns 5.6% of the Issuer's Common Stock. |
viii. | SARF beneficially owns less than 0.1% of the Issuer's Common Stock. |
ix. | SOS beneficially owns 0.5% of the Issuer's Common Stock. |
x. | BI III beneficially owns 0.1% of the Issuer's Common Stock. |
xi. | BI IV beneficially owns 0.1% of the Issuer's Common Stock. |
Reporting Person
|
Date
|
Price per Share*
|
Number of Shares Purchased / (Sold)*
|
BF VIII
|
3/22/2016
|
$38.8485
|
103,568
|
BF VIII-A
|
3/22/2016
|
$38.8485
|
43,034
|
SF
|
3/22/2016
|
$38.8485
|
113,895
|
SARF
|
3/22/2016
|
$38.8485
|
38
|
BI IV
|
3/22/2016
|
$38.8485
|
1,620
|
BI III
|
3/22/2016
|
$38.8485
|
1,778
|
SP | 3/22/2016 | $38.8485 | 36,067 |
BF VIII
|
3/23/2016
|
$39.1199
|
72,648
|
BF VIII-A
|
3/23/2016
|
$39.1199
|
30,186
|
SF
|
3/23/2016
|
$39.1199
|
51,018
|
SARF
|
3/23/2016
|
$39.1199
|
17
|
BI IV
|
3/23/2016
|
$39.1199
|
1,135
|
BI III
|
3/23/2016
|
$39.1199
|
1,246
|
SP | 3/23/2016 | $39.1199 | 16,310 |
BF VIII
|
3/24/2016
|
$39.0159
|
138,096
|
BF VIII-A
|
3/24/2016
|
$39.0159
|
57,379
|
BI IV
|
3/24/2016
|
$39.0159
|
2,153
|
BI III
|
3/24/2016
|
$39.0159
|
2,372
|
BERKSHIRE PARTNERS HOLDINGS LLC
|
|||
By:
|
/s/ Sharlyn C. Heslam
|
||
Name: Sharlyn C. Heslam
|
|||
Title: Managing Director
|
|||
BPSP, L.P.
|
|||
By:
|
Berkshire Partners Holdings LLC,
its general partner |
||
By:
|
/s/ Sharlyn C. Heslam
|
||
Name: Sharlyn C. Heslam
|
|||
Title: Managing Director
|
|||
BERKSHIRE PARTNERS LLC
|
|||
By:
|
BPSP, L.P.,
its managing member |
||
By:
|
Berkshire Partners Holdings LLC,
its general partner |
||
By:
|
/s/ Sharlyn C. Heslam
|
||
Name: Sharlyn C. Heslam
|
|||
Title: Managing Director
|
|||
STOCKBRIDGE PARTNERS LLC
|
|||
By:
|
BPSP, L.P.,
its managing member |
||
By:
|
Berkshire Partners Holdings LLC,
its general partner |
||
By:
|
/s/ Sharlyn C. Heslam
|
||
Name: Sharlyn C. Heslam
|
|||
Title: Managing Director
|
|||
BERKSHIRE FUND VIII, L.P.
|
|||
By:
|
Eighth Berkshire Associates LLC,
its general partner |
||
By:
|
/s/ Sharlyn C. Heslam
|
||
Name: Sharlyn C. Heslam
|
|||
Title: Managing Director
|
BERKSHIRE FUND VIII-A, L.P.
|
|||
By:
|
Eighth Berkshire Associates LLC,
its general partner |
||
By:
|
/s/ Sharlyn C. Heslam
|
||
Name: Sharlyn C. Heslam
|
|||
Title: Managing Director
|
|||
STOCKBRIDGE FUND, L.P.
|
|||
By:
|
Stockbridge Associates LLC,
its general partner |
||
By:
|
/s/ Sharlyn C. Heslam
|
||
Name: Sharlyn C. Heslam
|
|||
Title: Managing Director
|
|||
STOCKBRIDGE ABSOLUTE RETURN FUND, L.P.
|
|||
By:
|
Stockbridge Associates LLC,
its general partner |
||
By:
|
/s/ Sharlyn C. Heslam
|
||
Name: Sharlyn C. Heslam
|
|||
Title: Managing Director
|
|||
STOCKBRIDGE MASTER FUND (OS), L.P.
|
|||
By:
|
Stockbridge Associates LLC,
its general partner |
||
By:
|
/s/ Sharlyn C. Heslam
|
||
Name: Sharlyn C. Heslam
|
|||
Title: Managing Director
|
|||
BERKSHIRE INVESTORS IV LLC
|
|||
By:
|
/s/ Sharlyn C. Heslam
|
||
Name: Sharlyn C. Heslam
|
|||
Title: Managing Director
|
|||
BERKSHIRE INVESTORS III LLC
|
|||
By:
|
/s/ Sharlyn C. Heslam
|
||
Name: Sharlyn C. Heslam
|
|||
Title: Managing Director
|
BERKSHIRE PARTNERS HOLDINGS LLC
|
|||
By:
|
/s/ Sharlyn C. Heslam
|
||
Name: Sharlyn C. Heslam
|
|||
Title: Managing Director
|
|||
BPSP, L.P.
|
|||
By:
|
Berkshire Partners Holdings LLC,
its general partner |
||
By:
|
/s/ Sharlyn C. Heslam
|
||
Name: Sharlyn C. Heslam
|
|||
Title: Managing Director
|
|||
BERKSHIRE PARTNERS LLC
|
|||
By:
|
BPSP, L.P.,
its managing member |
||
By:
|
Berkshire Partners Holdings LLC,
its general partner |
||
By:
|
/s/ Sharlyn C. Heslam
|
||
Name: Sharlyn C. Heslam
|
|||
Title: Managing Director
|
|||
STOCKBRIDGE PARTNERS LLC
|
|||
By:
|
BPSP, L.P.,
its managing member |
||
By:
|
Berkshire Partners Holdings LLC,
its general partner |
||
By:
|
/s/ Sharlyn C. Heslam
|
||
Name: Sharlyn C. Heslam
|
|||
Title: Managing Director
|
|||
BERKSHIRE FUND VIII, L.P.
|
|||
By:
|
Eighth Berkshire Associates LLC,
its general partner |
||
By:
|
/s/ Sharlyn C. Heslam
|
||
Name: Sharlyn C. Heslam
|
|||
Title: Managing Director
|
BERKSHIRE FUND VIII-A, L.P.
|
|||
By:
|
Eighth Berkshire Associates LLC,
its general partner |
||
By:
|
/s/ Sharlyn C. Heslam
|
||
Name: Sharlyn C. Heslam
|
|||
Title: Managing Director
|
|||
STOCKBRIDGE FUND, L.P.
|
|||
By:
|
Stockbridge Associates LLC,
its general partner |
||
By:
|
/s/ Sharlyn C. Heslam
|
||
Name: Sharlyn C. Heslam
|
|||
Title: Managing Director
|
|||
STOCKBRIDGE ABSOLUTE RETURN FUND, L.P.
|
|||
By:
|
Stockbridge Associates LLC,
its general partner |
||
By:
|
/s/ Sharlyn C. Heslam
|
||
Name: Sharlyn C. Heslam
|
|||
Title: Managing Director
|
|||
STOCKBRIDGE MASTER FUND (OS), L.P.
|
|||
By:
|
Stockbridge Associates LLC,
its general partner |
||
By:
|
/s/ Sharlyn C. Heslam
|
||
Name: Sharlyn C. Heslam
|
|||
Title: Managing Director
|
|||
BERKSHIRE INVESTORS IV LLC
|
|||
By:
|
/s/ Sharlyn C. Heslam
|
||
Name: Sharlyn C. Heslam
|
|||
Title: Managing Director
|
|||
BERKSHIRE INVESTORS III LLC
|
|||
By:
|
/s/ Sharlyn C. Heslam
|
||
Name: Sharlyn C. Heslam
|
|||
Title: Managing Director
|