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Carter's, Inc.
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(Name of Issuer)
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Common Stock, $.01 Par Value
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(Title of Class of Securities)
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146229109
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(CUSIP Number)
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June 12, 2014
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(Date of Event Which Requires Filing of this Statement)
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CUSIP No.
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146229109
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1.
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NAME OF REPORTING PERSONS
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|||
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Hound Partners, LLC
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||||
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) [_]
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(b) [X]
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||||
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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|||
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Delaware
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||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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||||
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5.
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SOLE VOTING POWER
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|||
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0
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||||
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6.
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SHARED VOTING POWER
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3,713,523
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||||
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7.
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SOLE DISPOSITIVE POWER
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0
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||||
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8.
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SHARED DISPOSITIVE POWER
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|||
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3,713,523
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||||
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|||
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3,713,523
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||||
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
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[_]
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||
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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|||
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6.92%
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||||
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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|||
|
IA
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||||
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CUSIP No.
|
146229109
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|
||
|
1.
|
NAME OF REPORTING PERSONS
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|||
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||||
|
Hound Performance, LLC
|
||||
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) [_]
|
||
|
(b) [X]
|
||||
|
3.
|
SEC USE ONLY
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|||
|
4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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|||
|
Delaware
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
||||
|
5.
|
SOLE VOTING POWER
|
|||
|
0
|
||||
|
6.
|
SHARED VOTING POWER
|
|||
|
3,536,925
|
||||
|
7.
|
SOLE DISPOSITIVE POWER
|
|||
|
0
|
||||
|
8.
|
SHARED DISPOSITIVE POWER
|
|||
|
3,536,925
|
||||
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
3,536,925
|
||||
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
|
[_]
|
||
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|||
|
6.59%
|
||||
|
12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|||
|
OO
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||||
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CUSIP No.
|
146229109
|
|
||
|
1.
|
NAME OF REPORTING PERSONS
|
|||
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||||
|
Jonathan Auerbach
|
||||
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) [_]
|
||
|
(b) [X]
|
||||
|
3.
|
SEC USE ONLY
|
|||
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|||
|
United States
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
||||
|
5.
|
SOLE VOTING POWER
|
|||
|
0
|
||||
|
6.
|
SHARED VOTING POWER
|
|||
|
3,713,523
|
||||
|
7.
|
SOLE DISPOSITIVE POWER
|
|||
|
0
|
||||
|
8.
|
SHARED DISPOSITIVE POWER
|
|||
|
3,713,523
|
||||
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
3,713,523
|
||||
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
|
[_]
|
||
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|||
|
6.92%
|
||||
|
12.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|||
|
IN, HC
|
||||
|
CUSIP No.
|
146229109
|
|
||
|
1.
|
NAME OF REPORTING PERSONS
|
|||
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||||
|
Hound Partners Offshore Fund, LP
|
||||
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) [_]
|
||
|
(b) [X]
|
||||
|
3.
|
SEC USE ONLY
|
|||
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|||
|
Cayman Islands
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
||||
|
5.
|
SOLE VOTING POWER
|
|||
|
0
|
||||
|
6.
|
SHARED VOTING POWER
|
|||
|
2,697,208
|
||||
|
7.
|
SOLE DISPOSITIVE POWER
|
|||
|
0
|
||||
|
8.
|
SHARED DISPOSITIVE POWER
|
|||
|
2,697,208
|
||||
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
2,697,208
|
||||
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
|
[_]
|
||
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|||
|
5.02%
|
||||
|
12.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|||
|
PN
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||||
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CUSIP No.
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146229109
|
|
|
Item 1.
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(a).
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Name of Issuer:
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Carter's, Inc.
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(b).
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Address of issuer's principal executive offices:
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The Proscenium
1170 Peachtree Street NE, Suite 900
Atlanta, Georgia 30309
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Item 2.
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(a)-(c).
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Name Principal Business Address, and Citizenship of Person Filing:
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Hound Partners, LLC
101 Park Avenue, 48th Floor
New York, NY 10178
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Hound Performance, LLC
101 Park Avenue, 48th Floor
New York, NY 10178
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Jonathan Auerbach
101 Park Avenue, 48th Floor
New York, NY 10178
Hound Partners Offshore Fund, LP
c/o Ogier Fiduciary Services (Cayman) Limited
89 Nexus Way
Camana Bay
Grand Cayman KY1-9007
Cayman Islands
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Item 2.
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(d)
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Title of class of securities:
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Common Stock, $.01 Par Value
|
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Item 2.
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(e).
|
CUSIP No.:
|
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146229109
|
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Item 3.
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If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
|
||
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(a)
|
[_]
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Broker or dealer registered under Section 15 of the Exchange Act.
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(b)
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[_]
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Bank as defined in Section 3(a)(6) of the Exchange Act.
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(c)
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[_]
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Insurance company as defined in Section 3(a)(19) of the Exchange Act.
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(d)
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[_]
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Investment company registered under Section 8 of the Investment Company Act.
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(e)
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[x]
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
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(f)
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[_]
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An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
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(g)
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[x]
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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
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(h)
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[_]
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
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(i)
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[_]
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
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(j)
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[_]
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Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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Item 4.
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Ownership.
|
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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(a)
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Amount beneficially owned:
|
||
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Hound Partners, LLC
|
3,713,523 shares
|
||
|
Hound Performance, LLC
|
3,536,925 shares
|
||
|
Jonathan Auerbach
|
3,713,523 shares
|
||
|
Hound Partners Offshore Fund, LP
|
2,697,208 shares
|
||
|
(b)
|
Percent of class:
|
||
|
Hound Partners, LLC
|
6.92%
|
||
|
Hound Performance, LLC
|
6.59%
|
||
|
Jonathan Auerbach
|
6.92%
|
||
|
Hound Partners Offshore Fund, LP
|
5.02%
|
||
|
(c)
|
Number of shares as to which such person has:
|
||
|
(i) Sole power to vote or to direct the vote
|
|||
|
Hound Partners, LLC
|
0 shares
|
||
|
Hound Performance, LLC
|
0 shares
|
||
|
Jonathan Auerbach
|
0 shares
|
||
|
Hound Partners Offshore Fund, LP
|
0 shares
|
||
|
(ii) Shared power to vote or to direct the vote
|
|||
|
Hound Partners, LLC
|
3,713,523 shares
|
||
|
Hound Performance, LLC
|
3,536,925 shares
|
||
|
Jonathan Auerbach
|
3,713,523 shares
|
||
|
Hound Partners Offshore Fund, LP
|
2,697,208 shares
|
||
|
(iii) Sole power to dispose or to direct the disposition of
|
|||
|
Hound Partners, LLC
|
0 shares
|
||
|
Hound Performance, LLC
|
0 shares
|
||
|
Jonathan Auerbach
|
0 shares
|
||
|
Hound Partners Offshore Fund, LP
|
0 shares
|
||
|
(iv) Shared power to dispose or to direct the disposition of
|
|||
|
Hound Partners, LLC
|
3,713,523 shares
|
||
|
Hound Performance, LLC
|
3,536,925 shares
|
||
|
Jonathan Auerbach
|
3,713,523 shares
|
||
|
Hound Partners Offshore Fund, LP
|
2,697,208 shares
|
||
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
|
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities check the following [_].
|
|
|
Item 6.
|
Ownership of More Than Five Percent on Behalf of Another Person.
|
|
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
|
|
|
All of the securities reported in this Schedule 13G are owned by advisory clients of Hound Partners, LLC. No such client other than Hound Partners Offshore Fund, LP owns more than 5% of the Issuer's Common Stock.
|
|
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
|
|
If a parent holding company or Control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
|
|
|
See Exhibit B attached hereto
|
|
|
Item 8.
|
Identification and Classification of Members of the Group.
|
|
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
|
|
|
N/A
|
|
|
Item 9.
|
Notice of Dissolution of Group.
|
|
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
|
|
|
N/A
|
|
|
Item 10.
|
Certifications.
|
|
Certification by each of Hound Partners, LLC and Jonathan Auerbach:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
Certification by Hound Performance, LLC and Hound Partners Offshore Fund, LP:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
|
|
|
July 8, 2014
|
||
|
(Date)
|
||
|
HOUND PARTNERS, LLC (1)
|
||
|
By:
|
/s/ Jonathan Auerbach
|
|
|
Jonathan Auerbach, Managing Member
|
||
|
HOUND PERFORMANCE, LLC (1)
|
||
|
By:
|
/s/ Jonathan Auerbach
|
|
|
Jonathan Auerbach, Managing Member
|
|
/s/ Jonathan Auerbach (1)
|
|
|
JONATHAN AUERBACH
|
|
HOUND PARTNERS OFFSHORE FUND, LP (1)
|
|
|
By: Hound Performance, LLC, its general partner
|
|
By:
|
/s/ Jonathan Auerbach
|
|
|
Jonathan Auerbach, Managing Member
|
|
July 8, 2014
|
||
|
(Date)
|
||
|
HOUND PARTNERS, LLC
|
||
|
By:
|
/s/ Jonathan Auerbach
|
|
|
Jonathan Auerbach, Managing Member
|
||
|
HOUND PERFORMANCE, LLC
|
||
|
By:
|
/s/ Jonathan Auerbach
|
|
|
Jonathan Auerbach, Managing Member
|
|
/s/ Jonathan Auerbach
|
|
|
JONATHAN AUERBACH
|
|
HOUND PARTNERS OFFSHORE FUND, LP
|
|
|
By: Hound Performance, LLC, its general partner
|
|
By:
|
/s/ Jonathan Auerbach
|
|
|
Jonathan Auerbach, Managing Member
|