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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Cash-Settled Equity Swap | $ 113.6648 | 06/24/2015 | X/K | 14,152 | (1)(2) | 08/01/2017 | Common Stock | 14,152 | (1) (2) | 42,594 | I | See Footnotes (1) (3) (4) | |||
| Cash-Settled Equity Swap | $ 113.4561 | 06/25/2015 | X/K | 42,594 | (1)(2) | 08/01/2017 | Common Stock | 42,594 | (1) (2) | 0 | I | See Footnotes (1) (3) (4) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Blackstone Group L.P. C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK, NY 10154 |
X | |||
| Blackstone Group Management L.L.C. C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK, NY 10154 |
X | |||
| SCHWARZMAN STEPHEN A C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK, NY 10154 |
X | |||
| ** The Blackstone Group L.P. By: Blackstone Group Management L.L.C., its General Partner By: /s/ John G. Finley Title: Chief Legal Officer | 06/26/2015 | |
| **Signature of Reporting Person | Date | |
| ** Blackstone Group Management L.L.C. By: /s/ John G. Finley Title: Chief Legal Officer | 06/26/2015 | |
| **Signature of Reporting Person | Date | |
| ** /s/ Stephen A. Schwarzman | 06/26/2015 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | An affiliate of The Blackstone Group L.P. established a short position through cash-settled equity swaps (the "Swaps") with respect to 56,746 shares of common stock of the issuer ("Common Stock"). This position was established prior to the Reporting Persons becoming subject to Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). This position was part of a basket of short positions, which was intended to hedge such affiliate's long position in another issuer. |
| (2) | Under the terms of these Swaps, on the designated settlement date or earlier termination of such swaps (the "Settlement Date"), such affiliate was obligated to pay to the counterparty any positive price performance of the reference shares between the reference price ($110.26) and the market value of such reference shares as of such Settlement Date, and the counterparty was obligated to pay to such affiliate any negative price performance of the reference shares between the reference price and the market value of such reference shares as of such Settlement Date. The Swap holder has terminated early the Swaps that were otherwise set to expire on August 1, 2017. |
| (3) | The Blackstone Group L.P., Blackstone Group Management L.L.C. and Stephen A. Schwarzman may be deemed to indirectly beneficially own a portion of the Swaps described herein. The Blackstone Group L.P., Blackstone Group Management L.L.C. and Mr. Schwarzman each disclaims beneficial ownership of such Swaps except to the extent of its or his indirect pecuniary interest therein. Pursuant to Rule 16a-1(a)(4) under the Exchange Act, the Reporting Persons state that this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any securities reported herein. |
| (4) | Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. |