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
|
4,660,547
|
|
7.
|
SOLE DISPOSITIVE POWER
|
0
|
|
8.
|
SHARED DISPOSITIVE POWER
|
4,660,547
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
4,660,547
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
5.4%
|
|
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
|
4,195,872
|
|
7.
|
SOLE DISPOSITIVE POWER
|
0
|
|
8.
|
SHARED DISPOSITIVE POWER
|
4,195,872
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
4,195,872
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
4.8%
|
|
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
|
187,921
|
|
7.
|
SOLE DISPOSITIVE POWER
|
0
|
|
8.
|
SHARED DISPOSITIVE POWER
|
187,921
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
187,921
|
|
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
|
276,754
|
|
7.
|
SOLE DISPOSITIVE POWER
|
0
|
|
8.
|
SHARED DISPOSITIVE POWER
|
276,754
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
276,754
|
|
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
|
187,921
|
|
7.
|
SOLE DISPOSITIVE POWER
|
0
|
|
8.
|
SHARED DISPOSITIVE POWER
|
187,921
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
187,921
|
|
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
|
1,404,985
|
|
7.
|
SOLE DISPOSITIVE POWER
|
0
|
|
8.
|
SHARED DISPOSITIVE POWER
|
1,404,985
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
1,404,985
|
|
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
|
2,790,887
|
|
7.
|
SOLE DISPOSITIVE POWER
|
0
|
|
8.
|
SHARED DISPOSITIVE POWER
|
2,790,887
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
2,790,887
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
3.2%
|
|
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
|
116,198
|
|
7.
|
SOLE DISPOSITIVE POWER
|
0
|
|
8.
|
SHARED DISPOSITIVE POWER
|
116,198
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
116,198
|
|
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
|
160,556
|
|
7.
|
SOLE DISPOSITIVE POWER
|
0
|
|
8.
|
SHARED DISPOSITIVE POWER
|
160,556
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
160,556
|
|
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
|
(a) |
Amount beneficially owned:
|
(i) |
Mr. Pitts beneficially owns 4,660,547 shares of Common Stock.
|
(ii) |
The Investment Manager beneficially owns 4,195,872 shares of Common Stock.
|
(iii) |
The Investment General Partner beneficially owns 187,921 shares of Common Stock.
|
(iv) |
The Long Investment Manager beneficially owns 276,754 shares of Common Stock.
|
(v) |
Steadfast Capital beneficially owns 187,921 shares of Common Stock.
|
(vi) |
American Steadfast beneficially owns 1,404,985 shares of Common Stock.
|
(vii) |
The Offshore Fund beneficially owns 2,790,887 shares of Common Stock.
|
(viii) |
Long Capital beneficially owns 116,198 shares of Common Stock.
|
(ix) |
The Long Offshore Fund beneficially owns 160,556 shares of Common Stock.
|
(x) |
Collectively, the Reporting Persons beneficially own 4,660,547 shares of Common Stock.
|
(b) |
Percent of class:
|
(i) |
Mr. Pitts’ beneficial ownership of 4,660,547 shares of Common Stock represents 5.4% of the outstanding Common Stock.
|
(ii) |
The Investment Manager’s beneficial ownership of 4,195,872 shares of Common Stock represents 4.8% of the outstanding Common Stock.
|
(iii) |
The Investment General Partner’s beneficial ownership of 187,921 shares of Common Stock represents less than 1% of the outstanding Common Stock.
|
(iv) |
The Long Investment Manager’s beneficial ownership of 276,754 shares of Common Stock represents less than 1% of the outstanding Common Stock.
|
(v) |
Steadfast Capital’s beneficial ownership of 187,921 shares of Common Stock represents less than 1% of the outstanding Common Stock.
|
(vi) |
American Steadfast’s beneficial ownership of 1,404,985 shares of Common Stock represents 1.6% of the outstanding Common Stock.
|
(vii) |
The Offshore Fund’s beneficial ownership of 2,790,887 shares of Common Stock represents 3.2% of the outstanding Common Stock.
|
(viii) |
Long Capital’s beneficial ownership of 116,198 shares of Common Stock represents less than 1% of the outstanding Common Stock.
|
(ix) |
The Long Offshore Fund’s beneficial ownership of 160,556 shares of Common Stock represents less than 1% of the outstanding Common Stock.
|
(x) |
Collectively, the Reporting Persons’ beneficial ownership of 4,660,547 shares of Common Stock represents 5.4% 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 Common Stock:
|
(ii) |
Shared power to vote or to direct the vote of Common Stock:
|
(iii) |
Sole power to dispose or to direct the disposition of Common Stock:
|
(iv) |
Shared power to dispose or to direct the disposition of Common Stock:
|
Item 10. |
Certification.
|
Dated: |
February 14, 2019
|
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 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
|
|||
By:
|
/s/ Robert S. Pitts, Jr.
|
||
Robert S. Pitts, Jr.
|
|||
President
|
|||
STEADFAST INTERNATIONAL MASTER FUND LTD.
|
|||
By:
|
/s/ Robert S. Pitts, Jr.
|
||
Robert S. Pitts, Jr.
|
|||
Director
|
|||
STEADFAST LONG CAPITAL, L.P.
By: STEADFAST LONG ADVISORS LP, as General Partner
|
||
By:
|
/s/ Robert S. Pitts, Jr.
|
|
Robert S. Pitts, Jr.
|
||
President
|
||
STEADFAST LONG CAPITAL MASTER FUND, L.P.
|
||
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
|
||
/s/ Robert S. Pitts, Jr.
|
||
Robert S. Pitts, Jr.
|