SEC Form 4 · accession 0001140361-17-036844
TEREX CORP · TEX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Sep 26, 2017
Accepted (ET)
Sep 28, 2017 · 7:48 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000097216
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3,F4 | Apr 7, 2017 | J | 1,130 | $0.00 | A | 5,518,512 | I | See footnotes |
| Common StockF1,F2,F3,F4 | May 12, 2017 | J | 4,139 | $0.00 | A | 5,522,651 | I | See footnotes |
| Common StockF1,F2,F3 | Sep 26, 2017 | X | 1,800,000 | $14.00 | A | 5,522,651 | I | See footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Call OptionsF1,F2,F3 | $14.00 | Sep 26, 2017 | X | 159,777 | D | Jul 1, 2016 | Dec 21, 2017 | Common Stock | 159,777 | 4,269,945 | I |
| Call OptionsF1,F2,F3 | $14.00 | Sep 26, 2017 | X | 1,640,223 | D | Jun 24, 2016 | Dec 21, 2017 | Common Stock | 1,640,223 | 2,629,722 | I |
Explanation of responses
- F1In addition to Marcato Capital Management, LP, a Delaware limited partnership ('Marcato"), this Form 4 is being filed jointly by Marcato International Master Fund, Ltd., a Cayman Islands exempted company ("Marcato International"), and Richard McGuire, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as Marcato and may be deemed to have a pecuniary interest in securities reported on this Form 4 (the "Subject Securities").
- F2Marcato, as the investment manager of Marcato International, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a 1(a) under the Securities Exchange Act of 1934. As the general partner of Marcato, Marcato Holdings LLC may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). By virtue of Richard McGuire's position as Managing Partner of Marcato and managing member of Marcato Holdings LLC, Richard McGuire may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.
- F3Matthew Hepler, a member of the board of directors of the Issuer of the Subject Securities, was elected to that board as a representative of the Reporting Persons. As a result, each of those persons may be directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934.
- F4Matthew Hepler and Marcato International are parties to an agreement pursuant to which Matthew Hepler has agreed to transfer and assign to Marcato International all rights, title, interests, duties, obligations and liabilities with respect to all shares of the Issuer paid to Mr. Hepler in connection with his service as a director of the Issuer. As a result, the Reporting Persons are the beneficial owners of such shares.