SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
MARCATO CAPITAL MANAGEMENT LLC

(Last) (First) (Middle)
ONE MONTGOMERY STREET
SUITE 3250

(Street)
SAN FRANCISCO CA 94104

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CyrusOne Inc. [ CONE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/28/2013
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, $0.01 par value per share 02/28/2013 P 167,066 A $21.25 2,502,292 I See Footnote(1)
Common Stock, $0.01 par value per share 03/01/2013 P 56,000 A $21.35 2,558,292 I See Footnote(1)
Common Stock, $0.01 par value per share 03/04/2013 P 6,600 A $22.02 2,564,892 I See Footnote(1)
Common Stock, $0.01 par value per share 03/05/2013 P 25,002 A $22.79 2,589,894 I See Footnote(1)
Common Stock, $0.01 par value per share 03/12/2013 P 2,500 A $22.02 2,592,394 I See Footnote(1)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
MARCATO CAPITAL MANAGEMENT LLC

(Last) (First) (Middle)
ONE MONTGOMERY STREET
SUITE 3250

(Street)
SAN FRANCISCO CA 94104

(City) (State) (Zip)
1. Name and Address of Reporting Person*
McGuire Richard

(Last) (First) (Middle)
ONE MONTGOMERY STREET
SUITE 3250

(Street)
SAN FRANCISCO CA 94104

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Marcato International Master Fund, Ltd.

(Last) (First) (Middle)
C/O OGIER FIDUCIARY SERVICES (CAYMAN)LTD
89 NEXUS WAY, CAMANA BAY

(Street)
GRAND CAYMAN E9 KY1-9007

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Marcato, L.P.

(Last) (First) (Middle)
ONE MONTGOMERY STREET
SUITE 3250

(Street)
SAN FRANCISCO CA 94104

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Marcato II, L.P.

(Last) (First) (Middle)
ONE MONTGOMERY STREET
SUITE 3250

(Street)
SAN FRANCISCO CA 94104

(City) (State) (Zip)
Explanation of Responses:
1. The securities are held in the account of Marcato International Master Fund, Ltd., Marcato, L.P. and Marcato II, L.P. (collectively, the "Funds") and may be deemed to be beneficially owned by (i) Marcato Capital Management LLC, the investment manager or general partner, as applicable, of the Funds, and (ii) Richard McGuire III, the managing member of Marcato Capital Management LLC. Each of Marcato Capital Management LLC and Richard McGuire III disclaims beneficial ownership of these reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that any such person is the beneficial owner of these securities for purposes of Section 16 of the U.S. Securities Exchange Act of 1934, as amended, or for any other purpose.
Marcato Capital Management LLC; By: /s/ Richard McGuire III, Managing Member 03/28/2013
/s/ Richard McGuire III 03/28/2013
Marcato International Master Fund, Ltd., By: /s/ Richard McGuire III, Director 03/28/2013
Marcato, L.P., By: /s/ Richard McGuire III, Director 03/28/2013
Marcato II, L.P., By: /s/ Richard McGuire III, Director 03/28/2013
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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