3//SEC Filing
Sachem Head GP LLC 3
Accession 0001567619-20-005669
CIK 0000074303other
Filed
Mar 3, 7:00 PM ET
Accepted
Mar 4, 8:21 PM ET
Size
15.3 KB
Accession
0001567619-20-005669
Insider Transaction Report
Form 3
OLIN CorpOLN
Ferguson Scott D.
Director
Holdings
- 14,950,000(indirect: Please see footnotes)
Common Stock, par value $1.00 ("Shares")
- (indirect: Please see footnotes)
Cash Settled Swap
Exercise: $17.74Exp: 2023-02-16→ Common Stock (1,700,000 underlying) - (indirect: Please see footnotes)
Cash Settled Swap
Exercise: $19.00Exp: 2023-02-23→ Common Stock (720,000 underlying)
Holdings
- 14,950,000(indirect: Please see footnotes)
Common Stock, par value $1.00 ("Shares")
- (indirect: Please see footnotes)
Cash Settled Swap
Exercise: $17.74Exp: 2023-02-16→ Common Stock (1,700,000 underlying) - (indirect: Please see footnotes)
Cash Settled Swap
Exercise: $19.00Exp: 2023-02-23→ Common Stock (720,000 underlying)
Uncas GP LLC
Director
Holdings
- 14,950,000(indirect: Please see footnotes)
Common Stock, par value $1.00 ("Shares")
- (indirect: Please see footnotes)
Cash Settled Swap
Exercise: $17.74Exp: 2023-02-16→ Common Stock (1,700,000 underlying) - (indirect: Please see footnotes)
Cash Settled Swap
Exercise: $19.00Exp: 2023-02-23→ Common Stock (720,000 underlying)
Sachem Head GP LLC
Director
Holdings
- 14,950,000(indirect: Please see footnotes)
Common Stock, par value $1.00 ("Shares")
- (indirect: Please see footnotes)
Cash Settled Swap
Exercise: $17.74Exp: 2023-02-16→ Common Stock (1,700,000 underlying) - (indirect: Please see footnotes)
Cash Settled Swap
Exercise: $19.00Exp: 2023-02-23→ Common Stock (720,000 underlying)
Footnotes (5)
- [F1]In addition to Scott D. Ferguson, this Form 3 is being filed jointly by Sachem Head Capital Management LP ("Sachem Head"), Uncas GP LLC ("SH Management"), and Sachem Head GP LLC ("Sachem Head GP," together with Mr. Ferguson, Sachem Head and SH Management, the "Reporting Persons"), each of whom has the same business address as Sachem Head and may be deemed to have a pecuniary interest in securities beneficially owned by it.
- [F2]Includes 5,174,080 Shares directly owned by Sachem Head LP ("SH"), 4,025,920 Shares directly owned by Sachem Head Master LP ("SHM") and 5,750,000 Shares directly owned by SH Old Quarry Master Ltd. ("Old Quarry Master" and, together with SH and SHM, the "Sachem Head Funds"). The principal business of Sachem Head is to serve as investment advisor to certain affiliated funds, including the Sachem Head Funds. The principal business of SH Management is to serve as the sole general partner of Sachem Head. The principal business of Sachem Head GP is to serve as the general partner of certain affiliated funds, including SH and SHM. The principal occupation of Scott D. Ferguson is to serve as the managing partner of Sachem Head and the managing member of SH Management and Sachem Head GP.
- [F3]Under the cash-settled total return swaps referencing 2,420,000 Shares (the "Cash Settled Swaps"), Old Quarry Master became a party to contracts with unaffiliated third party financial institutions pursuant to which a cash payment will be made by the counterparty to Old Quarry Master if the price of a Share on the expiration date exceeds the reference price in column 4 and a cash payment will be made by Old Quarry Master to the counterparty if the price of a Share on the expiration date is less than the reference price in column 4.
- [F4]The Cash Settled Swaps do not give any Reporting Person direct or indirect voting, investment or dispositive control over any securities of the Olin Corporation (the "Issuer") and do not require the counterparty thereto to acquire, hold, vote or dispose of any securities of the Issuer. Accordingly, the Reporting Persons disclaim any beneficial ownership of any Shares that may be referenced in the swap contracts or shares or other securities or financial instruments that may be held from time to time by any counterparty to the contracts.
- [F5]Each of Sachem Head, as the investment adviser to the Sachem Head Funds, SH Management, as the sole general partner of Sachem Head, and Scott Ferguson, as the managing partner of Sachem Head, may be deemed to beneficially own 14,950,000 Shares directly owned by the Sachem Head Funds and Cash Settled Swaps referencing 2,420,000 Shares in the aggregate owned by Old Quarry Master. As the general partner of SH and SHM, Sachem Head GP may be deemed to beneficially own 9,200,000 Shares directly owned by SH and SHM. Each of Sachem Head, SH Management, Sachem Head GP and Scott Ferguson disclaims beneficial ownership of the securities reported hereon for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended, except to the extent of its or his pecuniary interest therein, if any.
Documents
Issuer
OLIN Corp
CIK 0000074303
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001658917
Filing Metadata
- Form type
- 3
- Filed
- Mar 3, 7:00 PM ET
- Accepted
- Mar 4, 8:21 PM ET
- Size
- 15.3 KB