4//SEC Filing
McGuire Richard 4
Accession 0001567619-19-007879
CIK 0000097216other
Filed
Mar 28, 8:00 PM ET
Accepted
Mar 29, 8:26 PM ET
Size
17.5 KB
Accession
0001567619-19-007879
Insider Transaction Report
Form 4
TEREX CORPTEX
MARCATO CAPITAL MANAGEMENT LLC
Director
Transactions
- Expiration
Put Options
2019-03-29−1,100,000→ 1,529,722 total(indirect: See footnotes)Exercise: $14.00From: 2020-01-17Exp: 2020-01-17→ Common Stock (1,100,000 underlying) - Sale
Common Stock
2019-03-29$31.54/sh−1,100,000$34,694,000→ 4,425,917 total(indirect: See footnotes) - Exercise of In-Money
Common Stock
2019-03-29$14.00/sh+1,100,000$15,400,000→ 4,425,917 total(indirect: See footnotes) - Exercise of In-Money
Call Options
2019-03-29−1,100,000→ 1,529,722 total(indirect: See footnotes)Exercise: $14.00From: 2016-06-24Exp: 2020-01-17→ Common Stock (1,100,000 underlying)
McGuire Richard
Director
Transactions
- Exercise of In-Money
Common Stock
2019-03-29$14.00/sh+1,100,000$15,400,000→ 4,425,917 total(indirect: See footnotes) - Sale
Common Stock
2019-03-29$31.54/sh−1,100,000$34,694,000→ 4,425,917 total(indirect: See footnotes) - Expiration
Put Options
2019-03-29−1,100,000→ 1,529,722 total(indirect: See footnotes)Exercise: $14.00From: 2020-01-17Exp: 2020-01-17→ Common Stock (1,100,000 underlying) - Exercise of In-Money
Call Options
2019-03-29−1,100,000→ 1,529,722 total(indirect: See footnotes)Exercise: $14.00From: 2016-06-24Exp: 2020-01-17→ Common Stock (1,100,000 underlying)
Transactions
- Exercise of In-Money
Common Stock
2019-03-29$14.00/sh+1,100,000$15,400,000→ 4,425,917 total(indirect: See footnotes) - Exercise of In-Money
Call Options
2019-03-29−1,100,000→ 1,529,722 total(indirect: See footnotes)Exercise: $14.00From: 2016-06-24Exp: 2020-01-17→ Common Stock (1,100,000 underlying) - Expiration
Put Options
2019-03-29−1,100,000→ 1,529,722 total(indirect: See footnotes)Exercise: $14.00From: 2020-01-17Exp: 2020-01-17→ Common Stock (1,100,000 underlying) - Sale
Common Stock
2019-03-29$31.54/sh−1,100,000$34,694,000→ 4,425,917 total(indirect: See footnotes)
Footnotes (5)
- [F1]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions through a broker-dealer at prices ranging from $31.40-$32.17. The Reporting Persons (defined below) undertake to provide Terex Corporation, any security holder of Terex Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote 1 to this Form 4
- [F2]In 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").
- [F3]Marcato, 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.
- [F4]Matthew 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.
- [F5]Matthew 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.
Documents
Issuer
TEREX CORP
CIK 0000097216
Entity typeother
Related Parties
1- filerCIK 0001558320
Filing Metadata
- Form type
- 4
- Filed
- Mar 28, 8:00 PM ET
- Accepted
- Mar 29, 8:26 PM ET
- Size
- 17.5 KB