Range Resources Corporation
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(Name of Issuer)
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Common Stock
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(Title of Class of Securities)
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75281A109
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(CUSIP Number)
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December 1, 2016
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(Date of Event Which Requires Filing of this Statement)
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1
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NAMES OF REPORTING PERSONS
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SailingStone Capital Partners LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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16,896,145
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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16,896,145
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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16,896,145
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.83%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA
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1
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NAMES OF REPORTING PERSONS
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SailingStone Holdings LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
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|
0
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|||
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|
||||
6
|
SHARED VOTING POWER
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|
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||
16,896,145
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|
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|||
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|
||||
7
|
SOLE DISPOSITIVE POWER
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0
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|||
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||||
8
|
SHARED DISPOSITIVE POWER
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|
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||
16,896,145
|
|
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|||
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|
||||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
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16,896,145
|
|
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|||
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|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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|||
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||||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.83%
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|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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HC
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1
|
NAMES OF REPORTING PERSONS
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MacKenzie B. Davis
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
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|
0
|
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|||
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|
||||
6
|
SHARED VOTING POWER
|
|
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||
16,896,145
|
|
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|||
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|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
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||
0
|
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|||
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|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
16,896,145
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
16,896,145
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
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||
6.83%
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|
|
|||
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|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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|
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HC; IN
|
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1
|
NAMES OF REPORTING PERSONS
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Kenneth L. Settles Jr.
|
|
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|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
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|
|||
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|
||||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
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United States
|
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|
|||
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|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
16,896,145
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
16,896,145
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
16,896,145
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
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|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
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||
6.83%
|
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|
|||
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|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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||
HC; IN
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Item 1(a).
|
Name of Issuer:
Range Resources Corporation (the “Issuer”)
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Item 1(b). |
Address of Issuer's Principal Executive Offices:
100 Throckmorton Street, Suite 1200 Fort Worth, Texas 76102
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Item 2(a). |
Name of Person Filing:
(i) SailingStone Capital Partners LLC (“SailingStone”)
(ii) SalingStone Holdings LLC (“SailingStone Holdings”)
(iii) MacKenzie B. Davis (“Davis”)
(iv) Kenneth L. Settles Jr. (“Settles”)
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Item 2(b). |
Address of Principal Business Office or, if none, Residence:
One California Street, 30th Floor
San Francisco, California 94111
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Item 2(c). |
Citizenship:
SailingStone and SailingStone Holdings: Delaware
Davis and Settles: United States
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Item 2(d). |
Title of Class of Securities:
Common Stock
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Item 2(e). |
CUSIP Number:
75281A109
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Item 3. | If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or |
(a) | ☐ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); |
(b) | ☐ Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); |
(c) | ☐ Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); |
(d) | ☐ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
(e) | ☒ Investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E); |
(f) | ☐ Employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F); |
(g) | ☒ Parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G); |
(h) | ☐ Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
(i) | ☐ Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
(j) | ☐ A non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J); |
(k) | ☐ Group, in accordance with Section 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____________________________ . |
Item 4. | Ownership. |
(a).
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Amount beneficially owned:
|
|||||
(i)
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SailingStone:
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16,896,145
|
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(ii)
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SailingStone Holdings:
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16,896,145
|
||||
(iii)
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Davis:
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16,896,145
|
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(iv)
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Settles:
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16,896,145
|
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(b).
|
Percent of class:
|
|||||
(i)
|
SailingStone:
|
6.83%
|
||||
(ii)
|
SailingStone Holdings:
|
6.83%
|
||||
(iii)
|
Davis:
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6.83%
|
||||
(iv)
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Settles:
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6.83%
|
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(c).
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Number of shares as to which the person has:
|
|||||
(i)
|
Sole power to vote or to direct the vote:
|
|
||||
(1)
|
SailingStone:
|
16,896,145
|
||||
(2)
|
SailingStone Holdings:
|
0
|
||||
(3)
|
Davis:
|
0
|
||||
(4)
|
Settles:
|
0
|
||||
(ii)
|
Shared power to vote or to direct the vote:
|
|||||
(1)
|
SailingStone:
|
0
|
||||
(2)
|
SailingStone Holdings:
|
16,896,145
|
||||
(3)
|
Davis:
|
16,896,145
|
||||
(4)
|
Settles:
|
16,896,145
|
||||
(iii)
|
Sole power to dispose or to direct the disposition of:
|
|||||
(1)
|
SailingStone:
|
16,896,145
|
||||
(2)
|
SailingStone Holdings:
|
0
|
||||
(3)
|
Davis:
|
0
|
||||
(4)
|
Settles:
|
0
|
||||
(iv)
|
Shared power to dispose or to direct the disposition of:
|
|||||
(1)
|
SailingStone:
|
0
|
||||
(2)
|
SailingStone Holdings:
|
16,896,145
|
||||
(3)
|
Davis:
|
16,896,145
|
||||
(4)
|
Settles:
|
16,896,145
|
Item 5. |
Ownership of Five Percent or Less of a Class.
Not Applicable
|
Item 6. |
Ownership of More Than Five Percent on Behalf of Another Person.
Not Applicable
|
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
Not Applicable
|
Item 8. |
Identification and Classification of Members of the Group.
Not Applicable
|
Item 9. |
Notice of Dissolution of Group.
Not Applicable
|
Item 10.
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Certification.
|
Dated:
|
||
December 2, 2016 |
SailingStone Capital Partners LLC
|
|
By:
|
/s/ Kathlyne Kiaie
|
|
Name: Kathlyne Kiaie
|
||
Title: Chief Compliance Officer
|
December 2, 2016 |
SailingStone Holdings LLC
|
|
By:
|
/s/ MacKenzie B. Davis
|
|
Name: MacKenzie B. Davis
|
||
Title: Managing Member
|
MacKenzie B. Davis
|
||
December 2, 2016 |
By:
|
/s/ MacKenzie B. Davis
|
Name: MacKenzie B. Davis
|
||
|
Kenneth L. Settles Jr.
|
||
December 2, 2016 |
By:
|
/s/ Kenneth L. Settles Jr.
|
Name: Kenneth L. Settles Jr.
|
||
|
Dated:
|
||
December 2, 2016
|
SailingStone Capital Partners LLC
|
|
By:
|
/s/ Kathlyne Kiaie
|
|
Name: Kathlyne Kiaie
|
||
Title: Chief Compliance Officer
|
December 2, 2016 |
SailingStone Holdings LLC
|
|
By:
|
/s/ MacKenzie B. Davis
|
|
Name: MacKenzie B. Davis
|
||
Title: Managing Member
|
MacKenzie B. Davis
|
||
December 2, 2016 |
By:
|
/s/ MacKenzie B. Davis
|
Name: MacKenzie B. Davis
|
||
|
Kenneth L. Settles Jr.
|
||
December 2, 2016 |
By:
|
/s/ Kenneth L. Settles Jr.
|
Name: Kenneth L. Settles Jr.
|
||
|