1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Call Option (right to buy)
|
03/26/2014 |
07/22/2014 |
Common shares
|
2,380,952
(1)
(2)
|
$
21
|
I
|
See footnotes
(1)
(2)
|
Call Option (right to buy)
|
03/26/2014 |
07/22/2014 |
Common shares
|
1,666,666
(1)
(2)
|
$
24
|
I
|
See footnotes
(1)
(2)
|
* |
If the form is filed by more than one reporting person, see Instruction 5(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) |
The reporting person disclaims beneficial ownership of these securities, which represent options to purchase shares of the Issuer that were granted by Related Fund Management, LLC ("Related") and Corvex Management LP ("Corvex") to EGI-CW Holdings, L.L.C. ("EGI-CW") pursuant to an agreement entered into between Related, Corvex and EGI-CW on February 11, 2014. EGI-CW is indirectly controlled by Chai Trust Company, LLC, an Illinois limited liability company ("Chai"). |
(2) |
On June 19, 2014, subsequent to the date of the original Form 3, the Orrin S. Shifrin Revocable Trust, of which the reporting person is the trustee and beneficiary, became a member of EGI-CW, effective as of February 5, 2014, thereby resulting in the reporting person having an indirect pecuniary interest in the options as of the date on which the reporting person became an officer of the Company. The reporting person is not an officer or a director of EGI-CW, Chai, or any other controlling person of EGI-CW, and does not have voting or dispositive power over the options, and therefore disclaims beneficial ownership thereof, except to the extent of his pecuniary interest therein. |