Garschina Kenneth M. 4/A
4/A · Babcock & Wilcox Co · Filed Jan 14, 2013
Insider Transaction Report
Form 4/AAmended
MASON CAPITAL MANAGEMENT LLC
10% Owner
Transactions
- Sale
Common Stock, $.01 par value
2013-01-09$24.50/sh−2,800,000$68,600,000→ 11,894,745 total(indirect: See Footnote)
Footnotes (3)
- [F1]The shares of Common Stock reported herein as indirectly beneficially owned by Mason Capital Management LLC ("Mason Management"), Kenneth M. Garschina and Michael E. Martino are directly owned by Mason Capital L.P., a Delaware limited partnership ("Mason Capital LP"), Mason Capital Master Fund, L.P., a Cayman Islands exempted limited partnership ("Mason Capital Master Fund"), and certain other funds and accounts (the "Managed Accounts"). Mason Management is the investment manager of each of Mason Capital LP, Mason Capital Master Fund and the Managed Accounts and may be deemed to have beneficial ownership of the shares of Common Stock reported herein by virtue of the authority granted to Mason Management by Mason Capital LP, Mason Capital Master Fund and the Managed Accounts to vote and dispose of such shares.
- [F2]Mr. Garschina and Mr. Martino may be deemed to have beneficial ownership of the shares of Common Stock reported herein in their capacities as managing principals of Mason Management. Indirect beneficial ownership of the shares of Common Stock reported herein has not been allocated to the Reporting Persons on a proportional basis. Each of Mason Management, Mr. Garschina and Mr. Martino disclaims beneficial ownership of such shares except to the extent of its or his pecuniary interest therein pursuant to Rule 16a-1(a)(2).
- [F3]On January 11, 2013, a Form 4 was filed reporting the transaction in Table I, Column 3, Line 1, which inadvertently listed an incorrect transaction code. The correct transaction code is "S" as the character of the transaction listed was an open market sale of non-derivative securities.