CUSIP No. 819047 101
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Schedule 13D
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Page 2 of 15 Pages
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(1) Name of Reporting Persons:
I.R.S. Identification No. of Above Persons (entities only):
Select Equity Group, L.P. (46-3465710)
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(2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) ☐
(b) ☒
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(3) SEC Use Only:
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(4) Source of Funds (See Instructions): AF
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(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e): ☐
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(6) Citizenship or Place of Organization:
Delaware
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
(7) Sole Voting
Power 0
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(8) Shared Voting
Power 2,942,935
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(9) Sole Dispositive
Power 0
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(10) Shared Dispositive
Power 2,942,935
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
2,942,935
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(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions): ☐ |
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(13) Percent of Class Represented by Amount in Row (11):
7.7%*
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(14) Type of Reporting Person (See Instructions): PN
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CUSIP No. 819047 101
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Schedule 13D
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Page 3 of 15 Pages
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(1) Name of Reporting Persons:
I.R.S. Identification No. of Above Persons (entities only):
SEG Partners L.P. (13-3991804)
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(2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) ☐
(b) ☒
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(3) SEC Use Only:
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(4) Source of Funds (See Instructions): WC
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|
(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e): ☐
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|
(6) Citizenship or Place of Organization:
Delaware
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
(7) Sole Voting
Power 0
|
(8) Shared Voting
Power 263,330
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(9) Sole Dispositive
Power 0
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(10) Shared Dispositive
Power 263,330
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
263,330
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|
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions): ☐
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|
(13) Percent of Class Represented by Amount in Row (11):
0.7%*
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(14) Type of Reporting Person (See Instructions): PN
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CUSIP No. 819047 101
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Schedule 13D
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Page 4 of 15 Pages
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(1) Name of Reporting Persons:
I.R.S. Identification No. of Above Persons (entities only):
SEG Partners Holdings, LLC (13-3991559)
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|
(2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) ☐
(b) ☒
|
|
(3) SEC Use Only:
|
|
(4) Source of Funds (See Instructions): AF
|
|
(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e): ☐ |
|
(6) Citizenship or Place of Organization:
Delaware
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|
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
(7) Sole Voting
Power 0
|
(8) Shared Voting
Power 263,330
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|
(9) Sole Dispositive
Power 0
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|
(10) Shared Dispositive
Power 263,330
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|
(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
263,330
|
|
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions): ☐ |
|
(13) Percent of Class Represented by Amount in Row (11):
0.7%*
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(14) Type of Reporting Person (See Instructions): OO
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CUSIP No. 819047 101
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Schedule 13D
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Page 5 of 15 Pages
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(1) Name of Reporting Persons:
I.R.S. Identification No. of Above Persons (entities only):
SEG Partners II, L.P. (82-0575314)
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(2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) ☐
(b) ☒
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(3) SEC Use Only:
|
|
(4) Source of Funds (See Instructions): WC
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|
(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e): ☐
|
|
(6) Citizenship or Place of Organization:
Delaware
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|
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
(7) Sole Voting
Power 0
|
(8) Shared Voting
Power 1,023,981
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|
(9) Sole Dispositive
Power 0
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|
(10) Shared Dispositive
Power 1,023,981
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
1,023,981
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|
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions): ☐ |
|
(13) Percent of Class Represented by Amount in Row (11):
2.7%*
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(14) Type of Reporting Person (See Instructions): PN
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CUSIP No. 819047 101
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Schedule 13D
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Page 6 of 15 Pages
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(1) Name of Reporting Persons:
I.R.S. Identification No. of Above Persons (entities only):
SEG Partners II Holdings, LLC (82-0575310)
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|
(2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) ☐
(b) ☒
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|
(3) SEC Use Only:
|
|
(4) Source of Funds (See Instructions): AF
|
|
(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e): ☐
|
|
(6) Citizenship or Place of Organization:
Delaware
|
|
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
(7) Sole Voting
Power 0
|
(8) Shared Voting
Power 1,023,981
|
|
(9) Sole Dispositive
Power 0
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|
(10) Shared Dispositive
Power 1,023,981
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|
(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
1,023,981
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|
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions): ☐ |
|
(13) Percent of Class Represented by Amount in Row (11):
2.7%*
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|
(14) Type of Reporting Person (See Instructions): OO
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CUSIP No. 819047 101
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Schedule 13D
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Page 7 of 15 Pages
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(1) Name of Reporting Persons:
I.R.S. Identification No. of Above Persons (entities only):
SEG Partners Offshore Master Fund, Ltd. (98-1007715)
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(2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) ☐
(b) ☒
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(3) SEC Use Only:
|
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(4) Source of Funds (See Instructions): WC
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|
(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e): ☐ |
|
(6) Citizenship or Place of Organization:
Cayman Islands
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
(7) Sole Voting
Power 0
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(8) Shared Voting
Power 1,655,624
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(9) Sole Dispositive
Power 0
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(10) Shared Dispositive
Power 1,655,624
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
1,655,624
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(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions): ☐ |
|
(13) Percent of Class Represented by Amount in Row (11):
4.4% *
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(14) Type of Reporting Person (See Instructions): OO
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CUSIP No. 819047 101
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Schedule 13D
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Page 8 of 15 Pages
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(1) Name of Reporting Persons:
I.R.S. Identification No. of Above Persons (entities only):
George S. Loening
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(2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) ☐
(b) ☒
|
|
(3) SEC Use Only:
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|
(4) Source of Funds (See Instructions): AF
|
|
(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e): ☐ |
|
(6) Citizenship or Place of Organization:
United States of America
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|
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
(7) Sole Voting
Power 0
|
(8) Shared Voting
Power 2,942,935
|
|
(9) Sole Dispositive
Power 0
|
|
(10) Shared Dispositive
Power 2,942,935
|
|
(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
2,942,935
|
|
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions): ☐ |
|
(13) Percent of Class Represented by Amount in Row (11):
7.7%*
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|
(14) Type of Reporting Person (See Instructions): IN
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CUSIP No. 819047 101
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Schedule 13D
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Page 9 of 15 Pages
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(1) Name of Reporting Persons:
I.R.S. Identification No. of Above Persons (entities only):
Evan C. Guillemin
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(2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) ☐
(b) ☒
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(3) SEC Use Only:
|
|
(4) Source of Funds (See Instructions): OO
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|
(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e): ☐
|
|
(6) Citizenship or Place of Organization:
United States of America
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|
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
(7) Sole Voting
Power 8,251
|
(8) Shared Voting
Power 0
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|
(9) Sole Dispositive
Power 8,251
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(10) Shared Dispositive
Power 0
|
|
(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
8,251
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|
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions): ☐ |
|
(13) Percent of Class Represented by Amount in Row (11):
0.02%*
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(14) Type of Reporting Person (See Instructions): IN
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CUSIP No. 819047 101
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Schedule 13D
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Page 10 of 15 Pages
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ITEM 5. | INTEREST IN SECURITIES OF THE COMPANY. |
Reporting Persons |
Number of Shares With Sole Voting and Dispositive Power
|
Number* of Shares With Shared Voting
and Dispositive Power |
Aggregate
Number* of Shares Beneficially Owned |
Percentage of Class Beneficially Owned |
Select Equity
|
0
|
2,942,935
|
2,942,935
|
7.7%
|
SEG
|
0
|
263,330
|
263,330
|
0.7%
|
SEG Holdings
|
0
|
263,330
|
263,330
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0.7%
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SEG II
|
0
|
1,023,981
|
1,023,981
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2.7%
|
SEG II Holdings
|
0
|
1,023,981
|
1,023,981
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2.7%
|
SEG Offshore
|
0
|
1,655,624
|
1,655,624
|
4.4%
|
George S. Loening
|
0
|
2,942,935
|
2,942,935
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7.7%
|
Evan C. Guillemin
|
8,251
|
0
|
8,251
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0.02%
|
Other directors and officers of SEG Offshore
|
0
|
1,655,624
|
1,655,624
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4.4%
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CUSIP No. 819047 101
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Schedule 13D
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Page 11 of 15 Pages
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Reporting Person
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Date
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Shares Sold
|
Price
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SEG
|
3/14/16
|
4,470
|
$34.35
|
SEG Offshore
|
3/14/16
|
28,115
|
$34.35
|
SEG II
|
3/14/16
|
17,415
|
$34.35
|
SEG
|
3/15/16
|
4,470
|
$33.99
|
SEG Offshore
|
3/15/16
|
28,115
|
$33.99
|
SEG II
|
3/15/16
|
17,415
|
$33.99
|
SEG
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3/16/16
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4,469
|
$33.59
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CUSIP No. 819047 101
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Schedule 13D
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Page 12 of 15 Pages
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SEG Offshore
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3/16/16
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28,117
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$33.59
|
SEG II
|
3/16/16
|
17,414
|
$33.59
|
SEG
|
3/17/16
|
4,470
|
$33.73
|
SEG Offshore
|
3/17/16
|
28,115
|
$33.73
|
SEG II
|
3/17/16
|
17,415
|
$33.73
|
SEG
|
3/18/16
|
4,470
|
$34.90
|
SEG Offshore
|
3/18/16
|
28,115
|
$34.90
|
SEG II
|
3/18/16
|
17,415
|
$34.90
|
SEG
|
3/21/16
|
4,470
|
$34.25
|
SEG Offshore
|
3/21/16
|
28,115
|
$34.25
|
SEG II
|
3/21/16
|
17,415
|
$34.25
|
SEG
|
3/22/16
|
4,470
|
$33.70
|
SEG Offshore
|
3/22/16
|
28,115
|
$33.70
|
SEG II
|
3/22/16
|
17,415
|
$33.70
|
SEG
|
3/23/16
|
4,470
|
$33.09
|
SEG Offshore
|
3/23/16
|
28,115
|
$33.09
|
SEG II
|
3/23/16
|
17,415
|
$33.09
|
SEG
|
3/24/16
|
4,470
|
$32.52
|
SEG Offshore
|
3/24/16
|
28,115
|
$32.52
|
SEG II
|
3/24/16
|
17,415
|
$32.52
|
CUSIP No. 819047 101
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Schedule 13D
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Page 13 of 15 Pages
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SELECT EQUITY GROUP, L.P.
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By: Select Equity GP, LLC, its general partner
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By: /s/ George Loening
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Date: March 24, 2016
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SEG PARTNERS L.P.
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By: SEG Partners Holdings, LLC, its general partner
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By: /s/ George Loening
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Date: March 24, 2016
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SEG PARTNERS HOLDINGS, LLC
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By: /s/ George Loening
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Date: March 24, 2016
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SEG PARTNERS II, L.P.
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By: SEG Partners II Holdings, LLC, its general partner
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By: /s/ George Loening
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Date: March 24, 2016
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SEG PARTNERS II HOLDINGS, LLC
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By: /s/ George Loening
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Date: March 24, 2016
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SEG PARTNERS OFFSHORE MASTER FUND, LTD.
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By: /s/ George Loening
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Date: March 24, 2016
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CUSIP No. 819047 101
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Schedule 13D
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Page 14 of 15 Pages
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GEORGE S. LOENING
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By: /s/ George Loening
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Date: March 24, 2016
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EVAN C. GUILLEMIN
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By: /s/ Evan C. Guillemin
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Date: March 24, 2016
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CUSIP No. 819047 101
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Schedule 13D
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Page 15 of 15 Pages
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