OLIN Corp — Major Shareholding Notification 2020

Oct 2, 2020

SC 13D/A 1 sa55332205-sc13da2_olin.htm AMENDMENT NO. 2 Licensed to: Cadwalader Document created using EDGARfilings PROfile 7.2.0.0 Copyright 1995 - 2020 Broadridge

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	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	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	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	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:
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.