X0206 3 2017-02-02 0 0000097216 TEREX CORP TEX 0001541996 MARCATO CAPITAL MANAGEMENT LP FOUR EMBARCADERO CENTER SUITE 2100 SAN FRANCISCO CA 94111 1 0 0 0 0001502803 Marcato International Master Fund, Ltd. FOUR EMBARCADERO CENTER SUITE 2100 SAN FRANCISCO CA 94111 1 0 0 0 0001558320 McGuire Richard FOUR EMBARCADERO CENTER SUITE 2100 SAN FRANCISCO CA 94111 1 0 0 0 Common Stock 1087660 I See footnotes Call Options 14.00 2016-06-24 2017-12-21 Common Stock 3334040 I See footnotes Call Options 14.00 2016-06-27 2017-12-21 Common Stock 363316 I See footnotes Call Options 14.00 2016-06-28 2017-12-21 Common Stock 300000 I See footnotes Call Options 14.00 2016-06-29 2017-12-21 Common Stock 155349 I See footnotes Call Options 14.00 2016-06-30 2017-12-21 Common Stock 117240 I See footnotes Call Options 14.00 2016-07-01 2017-12-21 Common Stock 159777 I See footnotes Put Options 14.00 2017-12-21 2017-12-21 Common Stock 4429722 I See footnotes In addition to Marcato Capital Management, LP, a Delaware limited partnership ("Marcato"), this Form 3 is being filed jointly by Marcato International Master Fund, Ltd., a Cayman Islands exempted company ("Marcato International"), and Richard McGuire, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as Marcato and may be deemed to have a pecuniary interest in securities reported on this Form 3 (the "Subject Securities"). Marcato, as the investment manager of Marcato International, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a 1(a) under the Securities Exchange Act of 1934. As the general partner of Marcato, Marcato Holdings LLC may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). By virtue of Richard McGuire's position as Managing Partner of Marcato and managing member of Marcato Holdings LLC, Richard McGuire may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein. Matthew Hepler, a member of the board of directors of the Issuer of the Subject Securities, was elected to that board as a representative of the Reporting Persons. As a result, each of those persons may be directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934. MARCATO CAPITAL MANAGEMENT LP, By: Marcato Holdings LLC, its General Partner, By: /s/ Richard McGuire, Richard McGuire, Managing Member 2017-02-10 MARCATO INTERNATIONAL MASTER FUND, LTD., By: /s/ Richard McGuire, Richard McGuire, Director 2017-02-10 /s/ Richard McGuire, Richard McGuire 2017-02-10