Amendment No.5 to Schedule 13D

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

NONE

SHARED VOTING POWER

24,575,699

SOLE DISPOSITIVE POWER

NONE

SHARED DISPOSITIVE POWER

24,575,699

0001193125-18-205743.txt : 20180627 0001193125-18-205743.hdr.sgml : 20180627 20180627161800 ACCESSION NUMBER: 0001193125-18-205743 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20180627 DATE AS OF CHANGE: 20180627 GROUP MEMBERS: PS MANAGEMENT GP, LLC GROUP MEMBERS: WILLIAM A. ACKMAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AUTOMATIC DATA PROCESSING INC CENTRAL INDEX KEY: 0000008670 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 221467904 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-30520 FILM NUMBER: 18921971 BUSINESS ADDRESS: STREET 1: ONE ADP BOULVARD CITY: ROSELAND STATE: NJ ZIP: 07068 BUSINESS PHONE: 9739745000 MAIL ADDRESS: STREET 1: ONE ADP BOULEVARD CITY: ROSELAND STATE: NJ ZIP: 07068 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Pershing Square Capital Management, L.P. CENTRAL INDEX KEY: 0001336528 IRS NUMBER: 383694136 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 42ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-813-3700 MAIL ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 42ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 d630287dsc13da.htm AMENDMENT NO.5 TO SCHEDULE 13D Amendment No.5 to Schedule 13D

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. 5)*

Automatic Data Processing, Inc.

(Name of Issuer)

Common Stock, par value $0.10 per share

(Title of Class of Securities)

053015103

(CUSIP Number)

Steve Milankov, Esq.

Pershing Square Capital Management, L.P.

888 Seventh Avenue, 42nd Floor

New York, New York 10019

(212) 813-3700

With a copy to:

Richard M. Brand, Esq.

Cadwalader, Wickersham & Taft LLP

One World Financial Center

New York, New York 10281

(212) 504-6000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

June 25, 2018

(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. 053015103


1		NAME OF REPORTING PERSON Pershing Square Capital Management, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO (See Item 3)
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

*	This calculation is based on 440,522,324 shares of Common Stock outstanding as of April 30, 2018 as reported in the Issuer’s Quarterly Report on Form 10-Q filed on May 4, 2018 for the calendar quarter ended March 31, 2018.


CUSIP No. 053015103


1		NAME OF REPORTING PERSON PS Management GP, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO (See Item 3)
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

*	This calculation is based on 440,522,324 shares of Common Stock outstanding as of April 30, 2018 as reported in the Issuer’s Quarterly Report on Form 10-Q filed on May 4, 2018 for the calendar quarter ended March 31, 2018.


CUSIP No. 053015103


1		NAME OF REPORTING PERSON William A. Ackman
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO (See Item 3)
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States

*	This calculation is based on 440,522,324 shares of Common Stock outstanding as of April 30, 2018 as reported in the Issuer’s Quarterly Report on Form 10-Q filed on May 4, 2018 for the calendar quarter ended March 31, 2018.

This amendment No. 5 (the “Amendment No. 5”) to Schedule 13D relates to the Schedule 13D filed on August 7, 2017 (the “Original Schedule 13D”, as amended and supplemented through the date of this Amendment No. 5, the “Schedule 13D”) by (i) Pershing Square Capital Management, L.P., a Delaware limited partnership (“Pershing Square”); (ii) PS Management GP, LLC, a Delaware limited liability company (“PS Management”); and (iii) William A. Ackman, a citizen of the United States of America (together with Pershing Square and PS Management, the “Reporting Persons”) relating to the common stock, par value $0.10 per share (the “Common Stock”), of Automatic Data Processing, Inc., a Delaware corporation (the “Issuer”).

Capitalized terms used but not defined in this Amendment No. 5 shall have the meanings set forth in the Schedule 13D.

Except as specifically amended by this Amendment No. 5, the Schedule 13D is unchanged.

Item 1.

Security and Issuer

The second and third paragraphs of Item 1 of the Original Schedule 13D is hereby amended and restated in full to read as follows:

“The Reporting Persons beneficially own 24,575,699 shares of Common Stock (the “Subject Shares”), which number includes: 4,225,365 shares of Common Stock, and 20,350,334 shares underlying listed and over-the-counter American-style call options.

The Subject Shares represent approximately 5.6% of the outstanding shares of Common Stock based on 440,522,324 shares of Common Stock outstanding as of April 30, 2018 as reported in the Issuer’s Quarterly Report on Form 10-Q filed on May 4, 2018 for the calendar quarter ended March 31, 2018.”

Item 4.

Purpose of the Transaction

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

“For portfolio management purposes, the Reporting Persons on behalf of the Pershing Square Funds effected various market transactions including: the purchase and sale of certain American-style call options and the sale of Common Stock.”

Item 5.

Interest in Securities of the Issuer

Item 5 of the Original Schedule 13D is hereby amended and supplemented by adding the following information:

“(a), (b) Information about the number and percentage of shares of Common Stock beneficially owned by the Reporting Persons is set forth in Item 1, and that information is incorporated by reference herein.

(c) Exhibit 99.11 filed herewith, which is incorporated by reference into this Item 5(c) as if restated in full, describes all of the transactions in the Common Stock or derivatives relating to Common Stock that were effected in the past 60 days by the Reporting Persons for the benefit of PS, PSII, PS International and PSH. Except as set forth in Exhibit 99.11 no reportable transactions were effected by any Reporting Person within the last 60 days.”

Item 7.

Material to be Filed as Exhibits

Item 7 of the Original Schedule 13D is hereby amended and supplemented by adding a reference to the following exhibit:


Exhibit 99.11		Trading data.

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: June 27, 2018


PERSHING SQUARE CAPITAL MANAGEMENT, L.P.

By: PS Management GP, LLC, its General Partner

By		/s/ William A. Ackman
		William A. Ackman
		Managing Member

PS MANAGEMENT GP, LLC

By		/s/ William A. Ackman
		William A. Ackman
		Managing Member

		/s/ William A. Ackman
		William A. Ackman

INDEX TO EXHIBITS


Exhibit		Description

Exhibit 99.1		Joint Filing Agreement, dated as of August 7, 2017, among Pershing Square, PS Management and William A. Ackman.*

Exhibit 99.2		Trading data.*

Exhibit 99.3		Form of Confirmation for Forward Purchase Contracts.*

Exhibit 99.4		Form of Confirmation for Call Options.*

Exhibit 99.5		Notification Letter, dated as of August 7, 2017.*

Exhibit 99.6		Press Release, dated as of August 7, 2017.*

Exhibit 99.7		Trading data.*

Exhibit 99.8		Letter, dated September 7, 2017.*

Exhibit 99.9		Letter, dated September 15, 2017.*

Exhibit 99.10		Trading data.*

Exhibit 99.11		Trading data.

*	Previously Filed

EX-99.11 2 d630287dex9911.htm EX-99.11 EX-99.11

Exhibit 99.11


Name	Trade Date	Buy/Sell/ Exercise	No. of Shares / Quantity		Unit Cost		Strike Price		Trade Amount		Security	Expiration Date
Pershing Square International, Ltd.	April 30, 2018	Buy		286,837	$	3.40	$	165.00	$	975,246	OTC Call Option	January 17, 2020
Pershing Square International, Ltd.	April 30, 2018	Sell		38,195	$	50.18	$	76.06	$	1,916,625	OTC Call Option	June 23, 2020
Pershing Square International, Ltd.	May 1, 2018	Buy		334,428	$	3.31	$	165.00	$	1,106,957	OTC Call Option	January 17, 2020
Pershing Square International, Ltd.	May 1, 2018	Sell		40,573	$	49.80	$	76.06	$	2,020,535	OTC Call Option	June 23, 2020
Pershing Square International, Ltd.	May 2, 2018	Sell		39,517	$	53.93	$	76.06	$	2,131,152	OTC Call Option	June 23, 2020
Pershing Square International, Ltd.	May 2, 2018	Sell		130,092	$	52.38	$	76.06	$	6,814,219	OTC Call Option	June 23, 2020
Pershing Square International, Ltd.	May 3, 2018	Sell		172,851	$	53.65	$	76.06	$	9,273,456	OTC Call Option	June 23, 2020
Pershing Square International, Ltd.	May 21, 2018	Sell		100,898	$	59.51	$	76.06	$	6,004,440	OTC Call Option	June 23, 2020
Pershing Square International, Ltd.	May 22, 2018	Sell		77,654	$	59.00	$	76.06	$	4,581,586	OTC Call Option	June 23, 2020
Pershing Square International, Ltd.	June 6, 2018	Sell		47,780	$	65.91	$	76.06	$	3,149,180	OTC Call Option	June 23, 2020
Pershing Square International, Ltd.	June 12, 2018	Sell		74,370	$	66.11	$	76.06	$	4,916,601	OTC Call Option	June 23, 2020
Pershing Square International, Ltd.	June 25, 2018	Sell		80,000	$	67.53	$	76.06	$	5,402,160	OTC Call Option	June 23, 2020
Pershing Square International, Ltd.	June 26, 2018	Sell		1,500,425	$	65.13	$	76.06	$	97,717,879	OTC Call Option	June 23, 2020

Pershing Square, L.P.	April 30, 2018	Buy		250,614	$	3.40	$	165.00	$	852,088	OTC Call Option	January 17, 2020
Pershing Square, L.P.	April 30, 2018	Sell		37,030	$	50.18	$	76.06	$	1,858,165	OTC Call Option	June 23, 2020
Pershing Square, L.P.	May 1, 2018	Buy		292,242	$	3.31	$	165.00	$	967,321	OTC Call Option	January 17, 2020
Pershing Square, L.P.	May 1, 2018	Sell		34,286	$	49.80	$	76.06	$	1,707,443	OTC Call Option	June 23, 2020
Pershing Square, L.P.	May 2, 2018	Sell		34,600	$	53.93	$	76.06	$	1,865,978	OTC Call Option	June 23, 2020
Pershing Square, L.P.	May 2, 2018	Sell		111,796	$	52.38	$	76.06	$	5,855,874	OTC Call Option	June 23, 2020
Pershing Square, L.P.	May 3, 2018	Sell		160,976	$	53.65	$	76.06	$	8,636,362	OTC Call Option	June 23, 2020
Pershing Square, L.P.	May 21, 2018	Sell		86,845	$	59.51	$	76.06	$	5,168,146	OTC Call Option	June 23, 2020
Pershing Square, L.P.	May 22, 2018	Sell		66,839	$	59.00	$	76.06	$	3,943,501	OTC Call Option	June 23, 2020
Pershing Square, L.P.	June 6, 2018	Sell		42,605	$	65.91	$	76.06	$	2,808,096	OTC Call Option	June 23, 2020
Pershing Square, L.P.	June 12, 2018	Sell		66,316	$	66.11	$	76.06	$	4,384,151	OTC Call Option	June 23, 2020
Pershing Square, L.P.	June 26, 2018	Sell		1,279,720	$	65.13	$	76.06	$	83,344,069	OTC Call Option	June 23, 2020

Pershing Square II, L.P.	April 30, 2018	Buy		11,064	$	3.40	$	165.00	$	37,618	OTC Call Option	January 17, 2020
Pershing Square II, L.P.	April 30, 2018	Sell		2,088	$	50.18	$	76.06	$	104,776	OTC Call Option	June 23, 2020
Pershing Square II, L.P.	May 1, 2018	Buy		12,913	$	3.31	$	165.00	$	42,742	OTC Call Option	January 17, 2020
Pershing Square II, L.P.	May 1, 2018	Sell		1,433	$	49.80	$	76.06	$	71,363	OTC Call Option	June 23, 2020
Pershing Square II, L.P.	May 2, 2018	Sell		979	$	123.09		N/A	$	120,509	Common Stock	N/A
Pershing Square II, L.P.	May 2, 2018	Sell		413	$	53.93	$	76.06	$	22,273	OTC Call Option	June 23, 2020
Pershing Square II, L.P.	May 2, 2018	Sell		5,006	$	52.38	$	76.06	$	262,214	OTC Call Option	June 23, 2020
Pershing Square II, L.P.	May 3, 2018	Sell		4,678	$	122.84		N/A	$	574,628	Common Stock	N/A
Pershing Square II, L.P.	May 3, 2018	Sell		913	$	53.65	$	76.06	$	48,982	OTC Call Option	June 23, 2020
Pershing Square II, L.P.	May 21, 2018	Sell		3,257	$	59.51	$	76.06	$	193,824	OTC Call Option	June 23, 2020
Pershing Square II, L.P.	May 22, 2018	Sell		2,507	$	59.00	$	76.06	$	147,913	OTC Call Option	June 23, 2020
Pershing Square II, L.P.	June 5, 2018	Sell		2,550	$	64.61	$	76.06	$	164,756	OTC Call Option	June 23, 2020
Pershing Square II, L.P.	June 6, 2018	Sell		2,198	$	65.91	$	76.06	$	144,870	OTC Call Option	June 23, 2020
Pershing Square II, L.P.	June 12, 2018	Sell		3,420	$	66.11	$	76.06	$	226,096	OTC Call Option	June 23, 2020
Pershing Square II, L.P.	June 26, 2018	Sell		3,045	$	65.13	$	76.06	$	198,311	OTC Call Option	June 23, 2020

Pershing Square Holdings, Ltd.	April 30, 2018	Buy		836,485	$	3.40	$	165.00	$	2,844,049	OTC Call Option	January 17, 2020
Pershing Square Holdings, Ltd.	April 30, 2018	Sell		79,687	$	50.18	$	76.06	$	3,998,694	OTC Call Option	June 23, 2020
Pershing Square Holdings, Ltd.	May 1, 2018	Buy		975,417	$	3.31	$	165.00	$	3,228,630	OTC Call Option	January 17, 2020
Pershing Square Holdings, Ltd.	May 1, 2018	Sell		126,708	$	49.80	$	76.06	$	6,310,058	OTC Call Option	June 23, 2020
Pershing Square Holdings, Ltd.	May 2, 2018	Sell		101,217	$	123.09		N/A	$	12,459,231	Common Stock	N/A
Pershing Square Holdings, Ltd.	May 2, 2018	Sell		393,106	$	52.38	$	76.06	$	20,590,892	OTC Call Option	June 23, 2020
Pershing Square Holdings, Ltd.	May 3, 2018	Sell		483,856	$	122.84		N/A	$	59,435,062	Common Stock	N/A
Pershing Square Holdings, Ltd.	May 9, 2018	Sell		109,464	$	127.26		N/A	$	13,930,625	Common Stock	N/A
Pershing Square Holdings, Ltd.	May 10, 2018	Sell		215,536	$	127.16		N/A	$	27,407,485	Common Stock	N/A
Pershing Square Holdings, Ltd.	May 30, 2018	Sell		114,073	$	131.28		N/A	$	14,975,240	Common Stock	N/A
Pershing Square Holdings, Ltd.	May 31, 2018	Sell		4,672	$	131.06		N/A	$	612,313	Common Stock	N/A
Pershing Square Holdings, Ltd.	June 1, 2018	Sell		131,255	$	132.33		N/A	$	17,369,300	Common Stock	N/A
Pershing Square Holdings, Ltd.	June 4, 2018	Sell		250,000	$	133.91		N/A	$	33,478,240	Common Stock	N/A
Pershing Square Holdings, Ltd.	June 5, 2018	Sell		116,662	$	134.43		N/A	$	15,683,159	Common Stock	N/A
Pershing Square Holdings, Ltd.	June 6, 2018	Sell		130,788	$	135.27		N/A	$	17,691,332	Common Stock	N/A
Pershing Square Holdings, Ltd.	June 6, 2018	Sell		139,269	$	135.72		N/A	$	18,901,621	Common Stock	N/A
Pershing Square Holdings, Ltd.	June 12, 2018	Sell		224,042	$	135.85		N/A	$	30,436,673	Common Stock	N/A