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AUTONATION, INC. — Major Shareholding Notification 2015
Jun 23, 2015
30725_mrq_2015-06-23_f15ba422-a509-46bf-812c-aa843610caea.zip
Major Shareholding Notification
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SC 13D/A 1 d946999dsc13da.htm AMENDMENT NO. 46 TO SCHEDULE 13D Amendment No. 46 to Schedule 13D
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
**(Amendment No. 46) ***
AutoNation, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
05329W102
(CUSIP Number)
Janice V. Sharry, Esq.
Haynes and Boone, LLP
2323 Victory Avenue, Suite 700
Dallas, Texas 75219
(214) 651-5000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 19, 2015
(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 that 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 persons 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, as amended ( 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. 05329W102
| 1. | Names of
Reporting Persons. ESL Partners, L.P. | |
| --- | --- | --- |
| 2. | Check the Appropriate Box if a Member
of a Group (See Instructions) (a) x (b) ¨ | |
| 3. | SEC Use Only | |
| 4. | Source of Funds (See Instructions) OO | |
| 5. | Check 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 7,220,520 |
| | 8. | Shared Voting Power 0 |
| | 9. | Sole Dispositive Power 7,220,520 |
| | 10. | Shared Dispositive Power 12,084,345 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 19, 304,865 | |
| 12. | Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ¨ | |
| 13. | Percent of Class Represented by Amount
in Row (11) 16.9 % (1) | |
| 14. | Type of Reporting Person (See
Instructions) PN | |
(1) Based upon 114,025,251 shares of common stock outstanding as of April 20, 2015, as disclosed in the Issuers Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, that was filed by the Issuer with the Securities and Exchange Commission on April 22, 2015.
CUSIP No. 05329W102
| 1. | Names of
Reporting Persons. RBS Partners, L.P. | |
| --- | --- | --- |
| 2. | Check the Appropriate Box if a Member
of a Group (See Instructions) (a) x (b) ¨ | |
| 3. | SEC Use Only | |
| 4. | Source of Funds (See Instructions) OO | |
| 5. | Check 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 7,220,520 |
| | 8. | Shared Voting Power 0 |
| | 9. | Sole Dispositive Power 7,220,520 |
| | 10. | Shared Dispositive Power 12,084,345 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 19, 304,865 | |
| 12. | Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ¨ | |
| 13. | Percent of Class Represented by Amount
in Row (11) 16.9 % (1) | |
| 14. | Type of Reporting Person (See
Instructions) PN | |
(1) Based upon 114,025,251 shares of common stock outstanding as of April 20, 2015, as disclosed in the Issuers Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, that was filed by the Issuer with the Securities and Exchange Commission on April 22, 2015.
CUSIP No. 05329W102
| 1. | Names of
Reporting Persons. ESL Institutional Partners, L.P. | |
| --- | --- | --- |
| 2. | Check the Appropriate Box if a Member
of a Group (See Instructions) (a) x (b) ¨ | |
| 3. | SEC Use Only | |
| 4. | Source of Funds (See Instructions) OO | |
| 5. | Check 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 0 |
| | 9. | Sole Dispositive Power 0 |
| | 10. | Shared Dispositive Power 0 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | |
| 12. | Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ¨ | |
| 13. | Percent of Class Represented by Amount
in Row (11) 0.0% (1) | |
| 14. | Type of Reporting Person (See
Instructions) PN | |
(1) Based upon 114,025,251 shares of common stock outstanding as of April 20, 2015, as disclosed in the Issuers Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, that was filed by the Issuer with the Securities and Exchange Commission on April 22, 2015.
CUSIP No. 05329W102
| 1. | Names of
Reporting Persons. RBS Investment Management, L.L.C. | |
| --- | --- | --- |
| 2. | Check the Appropriate Box if a Member
of a Group (See Instructions) (a) x (b) ¨ | |
| 3. | SEC Use Only | |
| 4. | Source of Funds (See Instructions) OO | |
| 5. | Check 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 0 |
| | 9. | Sole Dispositive Power 0 |
| | 10. | Shared Dispositive Power 0 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | |
| 12. | Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ¨ | |
| 13. | Percent of Class Represented by Amount
in Row (11) 0.0% (1) | |
| 14. | Type of Reporting Person (See
Instructions) OO | |
(1) Based upon 114,025,251 shares of common stock outstanding as of April 20, 2015, as disclosed in the Issuers Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, that was filed by the Issuer with the Securities and Exchange Commission on April 22, 2015.
CUSIP No. 05329W102
| 1. | Names of
Reporting Persons. ESL Investments, Inc. | |
| --- | --- | --- |
| 2. | Check the Appropriate Box if a Member
of a Group (See Instructions) (a) x (b) ¨ | |
| 3. | SEC Use Only | |
| 4. | Source of Funds (See Instructions) OO | |
| 5. | Check 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 7,220,520 |
| | 8. | Shared Voting Power 0 |
| | 9. | Sole Dispositive Power 7,220,520 |
| | 10. | Shared Dispositive Power 12,084,345 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 19, 304,865 | |
| 12. | Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ¨ | |
| 13. | Percent of Class Represented by Amount
in Row (11) 16.9 % (1) | |
| 14. | Type of Reporting Person (See
Instructions) CO | |
(1) Based upon 114,025,251 shares of common stock outstanding as of April 20, 2015, as disclosed in the Issuers Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, that was filed by the Issuer with the Securities and Exchange Commission on April 22, 2015.
CUSIP No. 05329W102
| 1. | Names of
Reporting Persons. The Lampert Foundation | |
| --- | --- | --- |
| 2. | Check the Appropriate Box if a Member
of a Group (See Instructions) (a) x (b) ¨ | |
| 3. | SEC Use Only | |
| 4. | Source of Funds (See Instructions) OO | |
| 5. | Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | |
| 6. | Citizenship or Place of
Organization Connecticut | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 224,779 |
| | 8. | Shared Voting Power 0 |
| | 9. | Sole Dispositive Power 224,779 |
| | 10. | Shared Dispositive Power 0 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 224,779 | |
| 12. | Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ¨ | |
| 13. | Percent of Class Represented by Amount
in Row (11) 0.2 % (1) | |
| 14. | Type of Reporting Person (See
Instructions) OO | |
(1) Based upon 114,025,251 shares of common stock outstanding as of April 20, 2015, as disclosed in the Issuers Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, that was filed by the Issuer with the Securities and Exchange Commission on April 22, 2015.
CUSIP No. 05329W102
| 1. | Names of
Reporting Persons. Edward S. Lampert | |
| --- | --- | --- |
| 2. | Check the Appropriate Box if a Member
of a Group (See Instructions) (a) x (b) ¨ | |
| 3. | SEC Use Only | |
| 4. | Source of Funds (See Instructions) OO | |
| 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 | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 19,529,644 |
| | 8. | Shared Voting Power 0 |
| | 9. | Sole Dispositive Power 7,445,299 |
| | 10. | Shared Dispositive Power 12,084,345 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 19,529,644 | |
| 12. | Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ¨ | |
| 13. | Percent of Class Represented by Amount
in Row (11) 17.1 % (1) | |
| 14. | Type of Reporting Person (See
Instructions) IN | |
(1) Based upon 114,025,251 shares of common stock outstanding as of April 20, 2015, as disclosed in the Issuers Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, that was filed by the Issuer with the Securities and Exchange Commission on April 22, 2015.
This Amendment No. 46 to Schedule 13D (this Amendment ) relates to shares of common stock, par value $0.01 per share (the Shares ), of AutoNation, Inc., a Delaware corporation (the Issuer ). This Amendment amends the Schedule 13D, as previously amended, filed with the Securities and Exchange Commission by ESL Partners, L.P., a Delaware limited partnership ( ESL ), SPE II Partners, LP, a Delaware limited partnership, SPE Master II, LP, a Delaware limited partnership, RBS Partners, L.P., a Delaware limited partnership ( RBS ), ESL Institutional Partners, L.P., a Delaware limited partnership ( Institutional ), RBS Investment Management, L.L.C., a Delaware limited liability company ( RBSIM ), ESL Investments, Inc., a Delaware corporation ( Investments ), The Lampert Foundation, a Connecticut trust (the Foundation ), and Edward S. Lampert, a United States citizen, by furnishing the information set forth below. Except as otherwise specified in this Amendment, all previous Items are unchanged. Capitalized terms used herein which are not defined herein have the meanings given to them in the Schedule 13D, as previously amended, filed with the Securities and Exchange Commission.
The Filing Persons are filing this Amendment to report (i) recent open market sales of Shares by Institutional, ESL, the Foundation and Mr. Lampert; (ii) a distribution of Shares on a pro rata basis by Institutional to its partners, including Mr. Lampert and RBSIM; and (iii) that Institutional and, as a result, RBSIM ceased to beneficially own any Shares.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated in its entirety as follows:
(a)-(b) Each Filing Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.
Each Filing Person may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of Section 13(d) or 13(g) of the Act. Each Filing Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any syndicate or group with respect to the Issuer or any securities of the Issuer.
As of the time of filing on June 23, 2015, the Filing Persons may be deemed to beneficially own the Shares set forth in the table below.
| FILING PERSON — ESL Partners, L.P. | 19,304,865 | (1) | 16.9 % | 7,220,520 | 0 | 7,220,520 | 12,084,345 | (1) | ||
|---|---|---|---|---|---|---|---|---|---|---|
| RBS Partners, L.P. | 19,304,865 | (1)(2) | 16.9 % | 7,220,520 | (2) | 0 | 7,220,520 | (2) | 12,084,345 | (1) |
| ESL Institutional Partners, L.P. | 0 | 0.0 % | 0 | 0 | 0 | 0 | ||||
| RBS Investment Management, L.L.C. | 0 | (3) | 0.0 % | 0 | (3) | 0 | 0 | (3) | 0 | |
| ESL Investments, Inc. | 19,304,865 | (1)(4) | 16.9 % | 7,220,520 | (4) | 0 | 7,220,520 | (4) | 12,084,345 | (1) |
| The Lampert Foundation | 224,779 | 0.2 % | 224,779 | 0 | 224,779 | 0 | ||||
| Edward S. Lampert | 19,529,644 | (1)(5)(6) | 17.1 % | 19,529,644 | (1)(5)(6) | 0 | 7,445,299 | (5)(6) | 12,084,345 | (1) |
(1) This number includes 12,084,345 Shares held by Mr. Lampert. ESL has entered into a Lock-Up Agreement with Mr. Lampert that restricts the purchase and sale of securities owned by Mr. Lampert. Pursuant to the Lock-Up Agreement, ESL may be deemed to have shared dispositive power over, and to indirectly beneficially own, securities owned by Mr. Lampert. RBS, Investments and Mr. Lampert may also be deemed to have shared dispositive power over, and to indirectly beneficially own, such securities.
(2) This number includes 7,220,520 Shares held by ESL. RBS is the general partner of, and may be deemed to indirectly beneficially own securities owned by, ESL.
(3) This number includes any Shares held by Institutional. RBSIM is the general partner of, and may be deemed to indirectly beneficially own securities owned by, Institutional.
(4) This number includes 7,220,520 Shares held by ESL. Investments is the general partner of, and may be deemed to indirectly beneficially own securities owned by, RBS.
(5) This number includes 7,220,520 Shares held by ESL. Mr. Lampert is the Chairman, Chief Executive Officer and Director of, and may be deemed to indirectly beneficially own securities owned by, Investments.
(6) This number includes 224,779 Shares held by the Foundation. Mr. Lampert and his wife Kinga Keh Lampert are co-trustees of, and may be deemed to indirectly beneficially own securities owned by, the Foundation.
(c) Other than as set forth on Annex B hereto, there have been no transactions in the class of securities reported on that were effected by the Filing Persons during the past sixty days or since the most recent filing of Schedule 13D, whichever is less.
(d) Not applicable.
(e) Institutional and, as a result, RBSIM ceased to beneficially own any Shares on June 22, 2014.
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended and supplemented as follows:
The following exhibit is filed as an exhibit hereto:
| Exhibit | Description of Exhibit |
|---|---|
| 99.10 | Joint Filing Agreement (incorporated by reference to Exhibit 99.10 to the Amendment to Schedule 13D filed May 12, 2015). |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: June 23, 2015 | |
|---|---|
| By: RBS Partners, L.P., as its general partner | |
| By: ESL Investments, Inc., as its general partner | |
| By: | /s/ Edward S. Lampert |
| Name: | Edward S. Lampert |
| Title: | Chief Executive Officer |
| RBS PARTNERS, L.P. | |
| By: ESL Investments, Inc., as its general partner | |
| By: | /s/ Edward S. Lampert |
| Name: | Edward S. Lampert |
| Title: | Chief Executive Officer |
| ESL INSTITUTIONAL PARTNERS, L.P. | |
| By: RBS Investment Management, L.L.C., as its general partner | |
| By: ESL Investments, Inc., as its manager | |
| By: | /s/ Edward S. Lampert |
| Name: | Edward S. Lampert |
| Title: | Chief Executive Officer |
| RBS INVESTMENT MANAGEMENT, L.L.C. | |
| By: ESL Investments, Inc., as its manager | |
| By: | /s/ Edward S. Lampert |
| Name: | Edward S. Lampert |
| Title: | Chief Executive Officer |
| ESL INVESTMENTS, INC. | |
| By: | /s/ Edward S. Lampert |
| Name: | Edward S. Lampert |
| Title: | Chief Executive Officer |
| THE LAMPERT FOUNDATION | |
| By: | /s/ Edward S. Lampert |
| Name: | Edward S. Lampert |
| Title: | Co-Trustee |
| EDWARD S. LAMPERT | |
| By: | /s/ Edward S. Lampert |
EXHIBIT INDEX
| Exhibit | Description of Exhibit |
|---|---|
| 99.10 | Joint Filing Agreement (incorporated by reference to Exhibit 99.10 to the Amendment to Schedule 13D filed May 12, 2015). |
ANNEX B
RECENT TRANSACTIONS BY THE FILING PERSONS IN THE SECURITIES OF AUTONATION, INC.
| Entity — Edward S. Lampert | 5/12/2015 | Description of Transaction — Open Market Sales | 107,095 | Price Per Share — $ 63.06 | (1) |
|---|---|---|---|---|---|
| ESL Institutional Partners, L.P. | 5/12/2015 | Open Market Sales | 34 | $ 63.06 | (1) |
| ESL Partners, L.P. | 5/12/2015 | Open Market Sales | 61,933 | $ 63.06 | (1) |
| The Lampert Foundation | 5/12/2015 | Open Market Sales | 1,968 | $ 63.06 | (1) |
| Edward S. Lampert | 5/19/2015 | Open Market Sales | 11,837 | $ 63.08 | (2) |
| ESL Institutional Partners, L.P. | 5/19/2015 | Open Market Sales | 6 | $ 63.08 | (2) |
| ESL Partners, L.P. | 5/19/2015 | Open Market Sales | 16,974 | $ 63.08 | (2) |
| The Lampert Foundation | 5/19/2015 | Open Market Sales | 335 | $ 63.08 | (2) |
| Edward S. Lampert | 6/9/2015 | Open Market Sales | 83,381 | $ 64.18 | (3) |
| ESL Institutional Partners, L.P. | 6/9/2015 | Open Market Sales | 45 | $ 64.18 | (3) |
| ESL Partners, L.P. | 6/9/2015 | Open Market Sales | 140,134 | $ 64.18 | (3) |
| The Lampert Foundation | 6/9/2015 | Open Market Sales | 2,603 | $ 64.18 | (3) |
| Edward S. Lampert | 6/10/2015 | Open Market Sales | 173,600 | $ 64.23 | (4) |
| ESL Institutional Partners, L.P. | 6/10/2015 | Open Market Sales | 75 | $ 64.23 | (4) |
| ESL Partners, L.P. | 6/10/2015 | Open Market Sales | 194,659 | $ 64.23 | (4) |
| The Lampert Foundation | 6/10/2015 | Open Market Sales | 4,288 | $ 64.23 | (4) |
| Edward S. Lampert | 6/11/2015 | Open Market Sales | 48,143 | $ 64.25 | (5) |
| ESL Institutional Partners, L.P. | 6/11/2015 | Open Market Sales | 20 | $ 64.25 | (5) |
| ESL Partners, L.P. | 6/11/2015 | Open Market Sales | 47,915 | $ 64.25 | (5) |
| The Lampert Foundation | 6/11/2015 | Open Market Sales | 1,119 | $ 64.25 | (5) |
| Edward S. Lampert | 6/17/2015 | Open Market Sales | 4,811 | $ 63.73 | (6) |
| ESL Institutional Partners, L.P. | 6/17/2015 | Open Market Sales | 10 | $ 63.73 | (6) |
| ESL Partners, L.P. | 6/17/2015 | Open Market Sales | 43,225 | $ 63.73 | (6) |
| The Lampert Foundation | 6/17/2015 | Open Market Sales | 559 | $ 63.73 | (6) |
| Entity — Edward S. Lampert | 6/18/2015 | Description of Transaction — Open Market Sales | 93,972 | Price Per Share — $ 63.64 | (7) |
|---|---|---|---|---|---|
| ESL Institutional Partners, L.P. | 6/18/2015 | Open Market Sales | 39 | $ 63.64 | (7) |
| ESL Partners, L.P. | 6/18/2015 | Open Market Sales | 98,859 | $ 63.64 | (7) |
| The Lampert Foundation | 6/18/2015 | Open Market Sales | 2,246 | $ 63.64 | (7) |
| Edward S. Lampert | 6/19/2015 | Open Market Sales | 292,218 | $ 63.03 | (8) |
| ESL Institutional Partners, L.P. | 6/19/2015 | Open Market Sales | 92 | $ 63.03 | (8) |
| ESL Partners, L.P. | 6/19/2015 | Open Market Sales | 157,716 | $ 63.03 | (8) |
| The Lampert Foundation | 6/19/2015 | Open Market Sales | 5,239 | $ 63.03 | (8) |
| ESL Institutional Partners, L.P. | 6/22/2015 | Pro Rata Distribution to its partners | 3,948 | $ 0 | |
| RBS Investment Management, L.L.C. | 6/22/2015 | Acquisition from ESL Institutional Partners, L.P. as a result of a Pro Rata | |||
| Distribution | 780 | $ 0 | |||
| Edward S. Lampert | 6/22/2015 | Acquisition from ESL Institutional Partners, L.P. as a result of a Pro Rata | |||
| Distribution | 1,498 | $ 0 | |||
| RBS Investment Management, L.L.C. | 6/22/2015 | Pro Rata Distribution | 780 | $ 0 | |
| Edward S. Lampert | 6/22/2015 | Acquisition from RBS Investment Management, L.L.C. as a result of a Pro Rata Distribution | 780 | $ 0 | |
| Edward S. Lampert | 6/22/2015 | Open Market Sales | 61,454 | $ 63.14 | (9) |
| ESL Partners, L.P. | 6/22/2015 | Open Market Sales | 48,158 | $ 63.14 | (9) |
| The Lampert Foundation | 6/22/2015 | Open Market Sales | 1,276 | $ 63.14 | (9) |
(1) This price represents the approximate weighted average price per Share, of sales that were executed at prices ranging from $62.90 to $63.13 per Share. The Filing Persons undertake to provide, upon request by the Securities and Exchange Commission staff, full information regarding the number of Shares sold at each price.
(2) This price represents the approximate weighted average price per Share, of sales that were executed at prices ranging from $63.00 to $63.15 per Share. The Filing Persons undertake to provide, upon request by the Securities and Exchange Commission staff, full information regarding the number of Shares sold at each price.
(3) This price represents the approximate weighted average price per Share, of sales that were executed at prices ranging from $63.95 to $64.64 per Share. The Filing Persons undertake to provide, upon request by the Securities and Exchange Commission staff, full information regarding the number of Shares sold at each price.
(4) This price represents the approximate weighted average price per Share, of sales that were executed at prices ranging from $64.08 to $64.40 per Share. The Filing Persons undertake to provide, upon request by the Securities and Exchange Commission staff, full information regarding the number of Shares sold at each price.
(5) This price represents the approximate weighted average price per Share, of sales that were executed at prices ranging from $64.00 to $64.50 per Share. The Filing Persons undertake to provide, upon request by the Securities and Exchange Commission staff, full information regarding the number of Shares sold at each price.
(6) This price represents the approximate weighted average price per Share, of sales that were executed at prices ranging from $63.60 to $63.91 per Share. The Filing Persons undertake to provide, upon request by the Securities and Exchange Commission staff, full information regarding the number of Shares sold at each price.
(7) This price represents the approximate weighted average price per Share, of sales that were executed at prices ranging from $63.55 to $63.75 per Share. The Filing Persons undertake to provide, upon request by the Securities and Exchange Commission staff, full information regarding the number of Shares sold at each price.
(8) This price represents the approximate weighted average price per Share, of sales that were executed at prices ranging from $63.00 to $63.12 per Share. The Filing Persons undertake to provide, upon request by the Securities and Exchange Commission staff, full information regarding the number of Shares sold at each price.
(9) This price represents the approximate weighted average price per Share, of sales that were executed at prices ranging from $63.00 to $63.28 per Share. The Filing Persons undertake to provide, upon request by the Securities and Exchange Commission staff, full information regarding the number of Shares sold at each price.