1
|
NAME OF REPORTING PERSON
H Partners Management, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
7,000,000
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
7,000,000
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,000,000
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.2%
|
||
14
|
TYPE OF REPORTING PERSON
CO, IA
|
1
|
NAME OF REPORTING PERSON
H Partners, LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
4,053,100
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
4,053,100
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,053,100
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
H Partners Capital, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
4,053,100
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
4,053,100
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,053,100
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
Rehan Jaffer
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
7,000,000
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
7,000,000
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,000,000
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.2%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 5.
|
Interest in Securities of the Issuer.
|
A.
|
H Partners Management
|
|
(a)
|
As of the close of business of February 10, 2016, H Partners Management, as the investment manager, may be deemed the beneficial owner of 7,000,000 Shares, which consists of the Shares held in the H Partners Account and the Shares owned by the Funds.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 7,000,000
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 7,000,000
|
|
(c)
|
The transactions in the Shares by H Partners Management through the H Partners Account and by the Funds during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
|
B.
|
H Partners LP
|
|
(a)
|
As of the close of business on February 10, 2016, H Partners LP beneficially owned 4,053,100 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 4,053,100
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 4,053,100
|
|
(c)
|
The transactions in the Shares by H Partners LP during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
|
C.
|
H Partners Capital
|
|
(a)
|
H Partners Capital, as the general partner of H Partners LP, may be deemed the beneficial owner of the 4,053,100 Shares owned by H Partners LP.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 4,053,100
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 4,053,100
|
|
(c)
|
H Partners Capital has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares by H Partners LP during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
|
D.
|
Rehan Jaffer
|
|
(a)
|
Rehan Jaffer, as the managing member of H Partners Management and H Partners Capital, may be deemed the beneficial owner of 7,000,000 Shares, which consists of the Shares held in the H Partners Account and the Shares owned by the Funds.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 7,000,000
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 7,000,000
|
|
(c)
|
Rehan Jaffer has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares by the Funds and on behalf of the H Partners Account during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
|
H Partners Management, LLC
|
|||
By:
|
/s/ Rehan Jaffer
|
||
Name:
|
Rehan Jaffer
|
||
Title:
|
Managing Member
|
H Partners, LP
|
|||
By:
|
H Partners Capital, LLC, its General Partner
|
||
By:
|
/s/ Rehan Jaffer
|
||
Name:
|
Rehan Jaffer
|
||
Title:
|
Managing Member
|
H Partners Capital, LLC
|
|||
By:
|
/s/ Rehan Jaffer
|
||
Name:
|
Rehan Jaffer
|
||
Title:
|
Managing Member
|
/s/ Rehan Jaffer
|
|
Rehan Jaffer
|
Nature of the Transaction
|
Amount of Securities
Purchased/(Sold)
|
Price Per
Share($)
|
Date of
Purchase/Sale
|
Purchase of Common Stock
|
101,400
|
52.6214*
|
02/08/2016
|
Purchase of Common Stock
|
5,300
|
53.5248*
|
02/08/2016
|
Purchase of Common Stock
|
100,660
|
52.4102*
|
02/09/2016
|
Purchase of Common Stock
|
101,940
|
53.4760*
|
02/09/2016
|
Purchase of Common Stock
|
101,300
|
54.5347*
|
02/10/2016
|
Purchase of Common Stock
|
208,091
|
51.7474**
|
02/08/2016
|
Purchase of Common Stock
|
48,109
|
52.6214**
|
02/08/2016
|
Purchase of Common Stock
|
2,300
|
53.5248**
|
02/08/2016
|
Purchase of Common Stock
|
43,700
|
52.4102**
|
02/09/2016
|
Purchase of Common Stock
|
44,200
|
53.4760**
|
02/09/2016
|
Purchase of Common Stock
|
44,000
|
54.5347**
|
02/10/2016
|
Purchase of Common Stock
|
33,300
|
52.6214***
|
02/08/2016
|
Purchase of Common Stock
|
1,500
|
53.5248***
|
02/08/2016
|
Purchase of Common Stock
|
29,600
|
52.4102***
|
02/09/2016
|
Purchase of Common Stock
|
29,900
|
53.4760***
|
02/09/2016
|
Purchase of Common Stock
|
29,700
|
54.5347***
|
02/10/2016
|