SC 13D/A

UNITED STATES SECURITIES AND

EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT

TO § 240.13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Olin Corporation

(Name of Issuer)

Common Stock, par value $1.00 per share

(Title of Class of Securities)

680665205

(CUSIP Number)

Michael D. Adamski

Sachem Head Capital Management LP

250 West 55th Street, 34th Floor

New York, New York 10019

212-714-3300

(Name, Address and Telephone Number of Person Authorized to Receive

Notices and Communications)

Copies to:

Richard M. Brand

Joshua A. Apfelroth

Cadwalader, Wickersham & Taft LLP

200 Liberty Street

New York, NY 10281

(212) 504-6000

October 1, 2020

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 680665205 SCHEDULE 13D Page 2 of 9

1	NAME OF REPORTING PERSON OR
	I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Sachem Head Capital Management LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐
		(b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS
	OO (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
		14,950,000
	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		14,950,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	14,950,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	9.5%
14	TYPE OF REPORTING PERSON
	IA

CUSIP No. 680665205 SCHEDULE 13D Page 3 of 9

1	NAME OF REPORTING PERSON OR
	I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Uncas GP LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐
		(b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS
	OO (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
		14,950,000
	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		14,950,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	14,950,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	9.5%
14	TYPE OF REPORTING PERSON
	OO

CUSIP No. 680665205 SCHEDULE 13D Page 4 of 9

1	NAME OF REPORTING PERSON OR
	I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Sachem Head GP LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐
		(b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS
	OO (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
		9,200,000
	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		9,200,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	9,200,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	5.8%
14	TYPE OF REPORTING PERSON
	OO

CUSIP No. 680665205 SCHEDULE 13D Page 5 of 9

1	NAME OF REPORTING PERSON OR
	I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Scott D. Ferguson
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐
		(b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS
	OO (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
		0
	8	SHARED VOTING POWER
		14,950,000
	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		14,950,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	14,950,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	9.5%
14	TYPE OF REPORTING PERSON
	IN

CUSIP No. 680665205 SCHEDULE 13D Page 6 of 9

This amendment No. 2 to Schedule 13D (this “Amendment No. 2”) amends and supplements the Schedule 13D filed on February 24, 2020 (the “Initial 13D” and, as amended and supplemented through the date of this Amendment No. 2, collectively, the “Schedule 13D”) by the Reporting Persons, relating to the common stock, par value $1.00 per share (the “Common Stock”), of Olin Corporation (the “Issuer”). Capitalized terms not defined in this Amendment No. 2 shall have the meaning ascribed to them in the Schedule 13D.

The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. The Schedule 13D is hereby amended as follows:

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information:

The information set forth in Item 6 is incorporated herein by reference.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following information:

As previously disclosed, on February 29, 2020, the Issuer entered into a cooperation agreement with Sachem Head, on behalf of the Reporting Persons and the Sachem Head Funds (the “Cooperation Agreement”). On October 1, 2020, the Issuer entered into an Amendment to Cooperation Agreement with Sachem Head, on behalf of the Reporting Persons and the Sachem Head Funds (the “Amendment”).

Pursuant to the Amendment, (i) the Issuer will include Scott Ferguson and William Barnes Hauptfuhrer on the slate of nominees recommended by the Board in the Issuer’s proxy statement and proxy card relating to the 2021 Annual Meeting, subject to certain conditions being met, and support each in a manner no less rigorous and favorable than the manner in which the Issuer supports any other nominees; (ii) the Reporting Persons shall, or shall cause their affiliates, associates or representatives to, appear in person or by proxy at the 2021 Annual Meeting and vote all shares of Common Stock over which the Reporting Persons, their affiliates or associates have voting power in accordance with the Board’s recommendations with respect to (A) the removal or election of directors, (B) any advisory vote on executive compensation, and (C) the ratification of the appointment of KPMG LLP as the Issuer’s independent registered public accounting firm for the year ending December 31, 2021; (iii) the Reporting Persons agreed to refrain from taking certain actions with respect to the Issuer until the earlier of (x) December 31, 2021 and (y) the date that is sixty (60) days prior to the last date pursuant to which shareholder nominations for director elections are permitted pursuant to the Bylaws with respect to the 2022 annual meeting of shareholders of the Issuer (including any adjournment or postponement thereof or any special meeting held in lieu thereof, the “2022 Annual Meeting”) and (iv) the parties agreed to extend the term of the Cooperation Agreement until the 2022 Annual Meeting.

The foregoing summary of the Amendment is qualified in its entirety by reference to the actual language of the Amendment, a copy of which is filed herewith as Exhibit 99.5 and is incorporated herein by reference.

CUSIP No. 680665205 SCHEDULE 13D Page 7 of 9

Item 7. Material to be Filed as Exhibits

Exhibit 99.5
Amendment to Cooperation Agreement, dated October 1, 2020, by and between Olin Corporation and Sachem Head Capital Management LP.

CUSIP No. 680665205 SCHEDULE 13D Page 8 of 9

SIGNATURE

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated:  October 2, 2020

SACHEM HEAD CAPITAL MANAGEMENT LP
By: Uncas GP LLC, its General Partner
By:	/s/  Scott D. Ferguson
	Scott D. Ferguson
	Managing Member

UNCAS GP LLC
By:	/s/  Scott D. Ferguson
	Scott D. Ferguson
	Managing Member

SACHEM HEAD GP LLC
By:	/s/  Scott D. Ferguson
	Scott D. Ferguson
	Managing Member

By:	/s/  Scott D. Ferguson
	Scott D. Ferguson
	Managing Member

CUSIP No. 680665205 SCHEDULE 13D Page 9 of 9

INDEX TO EXHIBITS

 

Exhibit Number	Description of Exhibits
Exhibit 99.1	Joint Filing Agreement, among Sachem Head Capital Management LP, Uncas GP LLC, Sachem Head GP LLC and Scott D. Ferguson.*
Exhibit 99.2	Form of Engagement and Indemnification Agreement entered into by and between Sachem Head Capital Management LP on behalf of Sachem Head LP and each Nominee.*
Exhibit 99.3	Trading Data.*
Exhibit 99.4	Cooperation Agreement, dated February 29, 2020, by and between Olin Corporation and Sachem Head Capital Management LP.*
Exhibit 99.5	Amendment to Cooperation Agreement, dated October 1, 2020, by and between Olin Corporation and Sachem Head Capital Management LP.
*Previously filed.

EX-99.5

EXHIBIT 99.5

AMENDMENT TO COOPERATION AGREEMENT

This AMENDMENT TO COOPERATION AGREEMENT (this “Amendment”) is made as of October 1, 2020, by and among Olin Corporation (the “Company”), and Sachem Head Capital Management LP, on behalf of the entities listed on Schedule A (Sachem Head Capital Management LP, together with such entities, “Sachem Head”).

WHEREAS, the Company and Sachem Head are parties to that certain Cooperation Agreement (the “Agreement”), dated February 29, 2020;

WHEREAS, the Company and Sachem Head, in accordance with Section 15 of the Agreement, have agreed to amend certain provisions of the Agreement as provided herein, which shall be effective from the date hereof.

NOW, THEREFORE, in consideration of the covenants and promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.Defined Terms. Capitalized terms used but not otherwise defined herein shall have the meanings specified in the Agreement. As used herein, the “2022 Annual Meeting” shall mean the Company’s 2022 annual meeting of shareholders (including any adjournments or postponements thereof).

2.Expiration Date. The definition of “Expiration Date” set forth in Section 4 of the Agreement is hereby amended and restated in its entirety to mean the earlier of (i) December 31, 2021 and (ii) the date that is sixty (60) days prior to the last date pursuant to which shareholder nominations for director elections are permitted pursuant to the Company’s bylaws with respect to the 2022 Annual Meeting.

3.Board Size. During the period between the 2021 Annual Meeting and the 2022 Annual Meeting, the size of the Board will not be more than thirteen (13) directors.

4.2021 Annual Meeting Nominees. As of the date of this Amendment, the Board has resolved to nominate each Newly Appointed Director for election to the Board at the 2021 Annual Meeting. The Company agrees that the slate of nominees recommended by the Board in the Company’s proxy statement and on its proxy card relating to the 2021 Annual Meeting shall include each Newly Appointed Director. The Company shall list each Newly Appointed Director in the proxy statement and proxy card prepared, filed and delivered in connection with such meeting and recommend that the Company’s shareholders vote in favor of the election of each Newly Appointed Director and otherwise support each Newly Appointed Director in a manner no less rigorous and favorable than the manner in which the Company supports any other nominees. Notwithstanding anything to the contrary in the Agreement (as amended by this Amendment), the Company shall not be obligated to comply with any of the requirements in this Section 4 upon the occurrence of a Triggering Event. Prior to the Expiration Date, Sachem Head agrees to promptly notify the Company in writing in the event that, at any time, it, together with its Affiliates, do not satisfy the threshold set forth in subclause (i) of Section 1(c) of the Agreement.

5.2021 Meeting. Until the Expiration Date, Sachem Head shall, or shall cause its Affiliates, Associates (each as defined in Rule 12b-2 promulgated by the SEC under the Exchange Act) or representatives to, appear in person or by proxy at the 2021 Annual Meeting and vote all shares of Common Stock, over which Sachem Head, its Affiliates or Associates has voting power in accordance with the Board’s recommendations with respect to (a) the removal or election of directors, (b) any advisory vote on executive compensation and (c) the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021.

6.Operating Improvements Committee. The Company shall not, until the earlier of the 2022 Annual Meeting and the occurrence of a Triggering Event, (i) remove any Newly Appointed Director from the Operations Committee (unless he ceases to be an independent director), (ii) amend the Charter of the Operations Committee or (iii) disband the Operations Committee, in each case, without the prior written consent of Sachem Head.

7.Filings. (a) Sachem Head agrees that the Company will have the opportunity to review Sachem Head’s amendment to its Schedule 13D relating to entry into this Amendment in advance of filing and that Sachem Head will consider in good faith any comments provided by the Company and (b) the Company agrees that Sachem Head will have the opportunity to review the Company’s proxy statement and proxy card and any additional solicitation materials relating to the 2021 Annual Meeting in advance of filing or first use and that the Company will consider in good faith any comments provided by Sachem Head.

8.Representations of the Company. The Company represents and warrants to Sachem Head that (a) the Company has the corporate power and authority to execute and deliver this Amendment and to bind it hereto, (b) this Amendment has been duly and validly authorized, executed and delivered by the Company, constitutes a valid and binding obligation and agreement of the Company, and is enforceable against the Company in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally and to general principles of equity, regardless of whether considered in a proceeding in equity or at law) and (c) the execution, delivery and performance of this Amendment by the Company does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment or decree applicable to the Company, or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both could constitute such a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which the Company is a party or by which it is bound.

9.Representations of Sachem Head. Sachem Head represents and warrants to the Company that (a) Sachem Head has the power and authority to execute and deliver this Amendment and to bind itself and its affiliates to this Amendment (and Sachem Head Capital Management LP has the power and authority to execute and deliver this Amendment and to bind itself and the entities listed on Schedule A to this Amendment), (b) this Amendment has been duly authorized, executed and delivered by Sachem Head, constitutes a valid and binding obligation of Sachem Head, and is enforceable against Sachem Head in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally and to general principles of equity, regardless of whether considered in a proceeding in equity or at law), (c) the execution of this Amendment by Sachem Head does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment or decree applicable to Sachem Head, or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both could constitute such a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which Sachem Head is a party or by which it is bound, (d) Sachem Head, together with its Affiliates, beneficially owns (as defined in Rule 13d-3 promulgated by the SEC under the Exchange Act) in the aggregate 14,950,000 shares of Common Stock; (e) except as disclosed on Exhibit A, Sachem Head is not a party to any swap or hedging transactions or other derivative agreements of any nature with respect to any Voting Securities; and (f) Scott Ferguson is a U.S. person and Scott Ferguson (or Scott Ferguson, together with only other U.S. persons) controls Sachem Head.

10.Term. Unless otherwise mutually agreed in writing by each Party and except as otherwise provided in the Agreement (as amended by this Amendment), each Party’s obligations under the Agreement (as amended by this Amendment) will extend until the completion of the 2022 Annual Meeting; provided that no expiration or termination of the Agreement (as amended by this Amendment) will relieve any Party thereto from any liability for a breach of the Agreement (as amended by this Amendment) prior to such expiration or termination. Notwithstanding the foregoing, Section 12 through Section 17 of the Agreement shall survive the termination of the Agreement (as amended by this Amendment).

11.Except as expressly amended hereby, the Agreement shall remain in full force and effect in accordance with its terms. Unless the context otherwise requires, any reference to the Agreement shall mean the Agreement as amended hereby.

12.The provisions of Section 11 through Section 17 of the Agreement are incorporated by reference herein mutatis mutandis and this Amendment shall be governed by and construed in accordance with such provisions.

[Signature Pages Follow]

If the terms of this Amendment are in accordance with your understanding, please sign below and this Amendment will constitute a binding agreement among us.

OLIN CORPORATION
By:	/s/  John E. Fischer
	Name:  John E. Fischer
	Title:     Executive Chairman

[Signature Page to Amendment to Cooperation Agreement]

Acknowledged and agreed to as of the date first written above:

SACHEM HEAD CAPITAL MANAGEMENT LP      By: Uncas GP LLC, its general partner
By:	/s/  Scott Ferguson
	Name:  Scott Ferguson
	Title:     Managing Partner

[Signature Page to Amendment to Cooperation Agreement]

Schedule A

List of Sachem Head Entities

Sachem Head Capital Management LP

Uncas GP LLC

Sachem Head GP LLC

Sachem Head Master LP

Sachem Head LP

SH Old Quarry Master Ltd.

Exhibit A

Sachem Head Interests

SH Old Quarry Master Ltd. has entered into cash-settled total return swaps referencing 2,420,000 shares of Common Stock in the aggregate as described in the Schedule 13D filed by Sachem Head Capital Management LP on February 24, 2020.