1.
|
NAMES OF REPORTING PERSONS
|
Luxor Capital Partners, LP
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
WC
|
|
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
|
4,277,264 (1)
|
|
9.
|
SOLE DISPOSITIVE POWER
|
0
|
|
10.
|
SHARED DISPOSITIVE POWER
|
4,277,264 (1)
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
4,277,264 (1)
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
9.10%
|
|
14.
|
TYPE OF REPORTING PERSON
|
PN
|
(1)
|
Includes 2,940,740 Shares (as defined below) and 1,336,524 Shares issuable upon conversion of the Convertible Notes (as defined
below).
|
1.
|
NAMES OF REPORTING PERSONS
|
Luxor Wavefront, LP
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
WC
|
|
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
|
2,549,287 (1)
|
|
9.
|
SOLE DISPOSITIVE POWER
|
0
|
|
10.
|
SHARED DISPOSITIVE POWER
|
2,549,287 (1)
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
2,549,287 (1)
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
5.55%
|
|
14.
|
TYPE OF REPORTING PERSON
|
PN
|
(1)
|
Includes 2,256,272 Shares and 293,015 Shares issuable upon conversion of the Convertible Notes.
|
1.
|
NAMES OF REPORTING PERSONS
|
Luxor Capital Partners Offshore Master Fund, LP
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
WC
|
|
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
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
7.
|
SOLE VOTING POWER
|
0
|
|
8.
|
SHARED VOTING POWER
|
3,197,752 (1)
|
|
9.
|
SOLE DISPOSITIVE POWER
|
0
|
|
10.
|
SHARED DISPOSITIVE POWER
|
3,197,752 (1)
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
3,197,752 (1)
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
6.88%
|
|
14.
|
TYPE OF REPORTING PERSON
|
PN
|
(1)
|
Includes 2,334,618 Shares and 863,134 Shares issuable upon conversion of the Convertible Notes.
|
1.
|
NAMES OF REPORTING PERSONS
|
Luxor Capital Partners Offshore, Ltd.
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
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
|
Cayman Islands
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
7.
|
SOLE VOTING POWER
|
0
|
|
8.
|
SHARED VOTING POWER
|
3,197,752 (1)
|
|
9.
|
SOLE DISPOSITIVE POWER
|
0
|
|
10.
|
SHARED DISPOSITIVE POWER
|
3,197,752 (1)
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
3,197,752 (1)
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
6.88%
|
|
14.
|
TYPE OF REPORTING PERSON
|
CO
|
(1)
|
Includes 2,334,618 Shares and 863,134 Shares issuable upon conversion of the Convertible Notes.
|
1.
|
NAMES OF REPORTING PERSONS
|
Lugard Road Capital Master Fund, LP
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
WC
|
|
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
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
7.
|
SOLE VOTING POWER
|
0
|
|
8.
|
SHARED VOTING POWER
|
1,685,395 (1)
|
|
9.
|
SOLE DISPOSITIVE POWER
|
0
|
|
10.
|
SHARED DISPOSITIVE POWER
|
1,685,395 (1)
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
1,685,395 (1)
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
3.68%
|
|
14.
|
TYPE OF REPORTING PERSON
|
PN
|
(1)
|
Includes 1,543,299 Shares and 142,096 Shares issuable upon conversion of the Convertible Notes.
|
1.
|
NAMES OF REPORTING PERSONS
|
LCG Holdings, LLC
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
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
|
10,024,303 (1)
|
|
9.
|
SOLE DISPOSITIVE POWER
|
0
|
|
10.
|
SHARED DISPOSITIVE POWER
|
10,024,303 (1)
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
10,024,303 (1)
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
20.82%
|
|
14.
|
TYPE OF REPORTING PERSON
|
OO
|
(1)
|
Includes 7,531,630 Shares and 2,492,673 Shares issuable upon conversion of the Convertible Notes.
|
1.
|
NAMES OF REPORTING PERSONS
|
Lugard Road Capital GP, LLC
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
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
|
1,685,395 (1)
|
|
9.
|
SOLE DISPOSITIVE POWER
|
0
|
|
10.
|
SHARED DISPOSITIVE POWER
|
1,685,395 (1)
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
1,685,395 (1)
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
3.68%
|
|
14.
|
TYPE OF REPORTING PERSON
|
OO
|
(1)
|
Includes 1,543,299 Shares and 142,096 Shares issuable upon conversion of the Convertible Notes.
|
1.
|
NAMES OF REPORTING PERSONS
|
Luxor Capital Group, LP
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
AF, OO
|
|
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
|
11,709,698 (1)
|
|
9.
|
SOLE DISPOSITIVE POWER
|
0
|
|
10.
|
SHARED DISPOSITIVE POWER
|
11,709,698 (1)
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
11,709,698 (1)
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
24.25%
|
|
14.
|
TYPE OF REPORTING PERSON
|
PN
|
(1)
|
Includes 9,074,929 Shares and 2,634,769 Shares issuable upon conversion of the Convertible Notes.
|
1.
|
NAMES OF REPORTING PERSONS
|
Luxor Management, LLC
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
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
|
11,709,698 (1)
|
|
9.
|
SOLE DISPOSITIVE POWER
|
0
|
|
10.
|
SHARED DISPOSITIVE POWER
|
11,709,698 (1)
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
11,709,698 (1)
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
24.25%
|
|
14.
|
TYPE OF REPORTING PERSON
|
OO
|
(1)
|
Includes 9,074,929 Shares and 2,634,769 Shares issuable upon conversion of the Convertible Notes.
|
1.
|
NAMES OF REPORTING PERSONS
|
Jonathan Green
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
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
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
7.
|
SOLE VOTING POWER
|
0
|
|
8.
|
SHARED VOTING POWER
|
1,685,395 (1)
|
|
9.
|
SOLE DISPOSITIVE POWER
|
0
|
|
10.
|
SHARED DISPOSITIVE POWER
|
1,685,395 (1)
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
1,685,395 (1)
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
3.68%
|
|
14.
|
TYPE OF REPORTING PERSON
|
IN
|
(1)
|
Includes 1,543,299 Shares and 142,096 Shares issuable upon conversion of the Convertible Notes.
|
1.
|
NAMES OF REPORTING PERSONS
|
Christian Leone
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
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
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
7.
|
SOLE VOTING POWER
|
0
|
|
8.
|
SHARED VOTING POWER
|
11,709,698 (1)
|
|
9.
|
SOLE DISPOSITIVE POWER
|
0
|
|
10.
|
SHARED DISPOSITIVE POWER
|
11,709,698 (1)
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
11,709,698 (1)
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
24.25%
|
|
14.
|
TYPE OF REPORTING PERSON
|
IN
|
(1)
|
Includes 9,074,929 Shares and 2,634,769 Shares
issuable upon conversion of the Convertible Notes.
|
Item 3. |
Source and Amount of Funds or Other Consideration.
|
(i)
|
$241,946,005 in
connection with the purchase of Shares; and
|
(ii)
|
$130,599,477 in
connection with the purchase of the Convertible Notes.
|
Item 5. |
Interest in Securities of the Issuer.
|
Dated: |
February 12, 2019
|
LUXOR CAPITAL PARTNERS, LP
|
|||
By:
|
LCG Holdings, LLC
General Partner
|
||
By:
|
/s/ Norris Nissim |
||
Name:
|
Norris Nissim
|
||
Title:
|
General Counsel
|
LUXOR WAVEFRONT, LP
|
|||
By:
|
LCG Holdings, LLC
General Partner
|
||
By:
|
/s/ Norris Nissim | ||
Name:
|
Norris Nissim
|
||
Title:
|
General Counsel
|
LUGARD ROAD CAPITAL MASTER FUND, LP
|
|||
By:
|
Lugard Road Capital GP, LLC
General Partner
|
||
By:
|
/s/ Norris Nissim | ||
Name:
|
Norris Nissim
|
||
Title:
|
General Counsel
|
LUXOR CAPITAL PARTNERS OFFSHORE MASTER FUND, LP
|
|||
By:
|
LCG Holdings, LLC
General Partner
|
||
By:
|
/s/ Norris Nissim | ||
Name:
|
Norris Nissim
|
||
Title:
|
General Counsel
|
LUXOR CAPITAL PARTNERS OFFSHORE, LTD.
|
|||
By:
|
Luxor Capital Group, LP
Investment Manager
|
||
By:
|
/s/ Norris Nissim | ||
Name:
|
Norris Nissim
|
||
Title:
|
General Counsel
|
LUXOR CAPITAL GROUP, LP
|
|||
By:
|
Luxor Management, LLC
General Partner
|
||
By:
|
/s/ Norris Nissim | ||
Name:
|
Norris Nissim
|
||
Title:
|
General Counsel
|
LCG HOLDINGS, LLC
|
|||
By:
|
/s/ Norris Nissim | ||
Name:
|
Norris Nissim
|
||
Title:
|
General Counsel
|
LUGARD ROAD CAPITAL GP, LLC
|
|||
By:
|
/s/ Norris Nissim | ||
Name:
|
Norris Nissim
|
||
Title:
|
General Counsel
|
LUXOR MANAGEMENT, LLC
|
|||
By:
|
/s/ Norris Nissim | ||
Name:
|
Norris Nissim
|
||
Title:
|
General Counsel
|
/s/ Norris Nissim | |
NORRIS NISSIM, as Agent for Jonathan Green
|
/s/ Norris Nissim | |
NORRIS NISSIM, as Agent for Christian Leone
|
Class of Security
|
Amount of Securities
Purchased/(Sold) |
Price ($)
|
Date of
Transactions |
Class A Common Stock
|
95,312
|
36.4200
|
2/8/2019
|
Class A Common Stock
|
95,312
|
36.4200
|
2/8/2019
|
Class A Common Stock
|
235,515
|
36.4527
|
2/8/2019
|
Class A Common Stock
|
16,917
|
36.4700
|
2/8/2019
|
Class A Common Stock
|
290
|
36.5150
|
2/8/2019
|
Class A Common Stock
|
68,578
|
36.5031
|
2/8/2019
|
Class A Common Stock
|
4,688
|
36.4200
|
2/8/2019
|
Class A Common Stock
|
4,688
|
36.4200
|
2/8/2019
|
Class A Common Stock
|
11,585
|
36.4527
|
2/8/2019
|
Class A Common Stock
|
53,083
|
36.4700
|
2/8/2019
|
Class A Common Stock
|
909
|
36.5150
|
2/8/2019
|
Class A Common Stock
|
215,198
|
36.5031
|
2/8/2019
|