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LionEye Capital Management LLC – ‘SC 13D/A’ on 10/24/14 re: Asbury Automotive Group Inc

On:  Friday, 10/24/14, at 5:21pm ET   ·   Accession #:  921895-14-2228   ·   File #:  5-78864

Previous ‘SC 13D’:  ‘SC 13D’ on 9/22/14   ·   Next:  ‘SC 13D’ on 1/12/15   ·   Latest:  ‘SC 13D/A’ on 12/28/15

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

10/24/14  LionEye Capital Management LLC    SC 13D/A               1:294K Asbury Automotive Group Inc       Olshan Frome Wolosky LLP

Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment No. 1 to the Schedule 13D                 HTML    139K

This is an HTML Document rendered as filed.  [ Alternative Formats ]

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 1)1

Asbury Automotive Group, Inc.
(Name of Issuer)

Common Stock, $0.01 par value
(Title of Class of Securities)

043436104
(CUSIP Number)
 
STEPHEN RANERI
LIONEYE CAPITAL MANAGEMENT LLC
152 W. 57th Street, 10th Floor
New York, New York 10019
(212) 257-5690
 
STEVE WOLOSKY, ESQ.
OLSHAN FROME WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

October 22, 2014
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.


_______________
1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
CUSIP NO. 043436104
 
1
NAME OF REPORTING PERSON
 
LIONEYE MASTER FUND LTD
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
911,997
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
911,997
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
911,997*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.1%*
14
TYPE OF REPORTING PERSON
 
CO
 
____________________
* Includes 167,225 Shares underlying certain call options exercisable within 60 days hereof.
 
 
2
 
CUSIP NO. 043436104
 
1
NAME OF REPORTING PERSON
 
LIONEYE ONSHORE FUND LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
114,085
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
114,085
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
114,085*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%*
14
TYPE OF REPORTING PERSON
 
PN
 
____________________
* Includes 21,131 Shares underlying certain call options exercisable within 60 days hereof.
 
 
3
 
CUSIP NO. 043436104
 
1
NAME OF REPORTING PERSON
 
LIONEYE ADVISORS LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
114,085
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
114,085
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
114,085*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%*
14
TYPE OF REPORTING PERSON
 
OO
 
____________________
* Includes 21,131 Shares underlying certain call options exercisable within 60 days hereof.
 
 
4
 
CUSIP NO. 043436104
 
1
NAME OF REPORTING PERSON
 
LIONEYE CAPITAL MANAGEMENT LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF, OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
2,153,105
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
2,153,105
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,153,105*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.2%*
14
TYPE OF REPORTING PERSON
 
OO
 
____________________
* Includes 330,000 Shares underlying certain call options exercisable within 60 days hereof.
 
5
 
CUSIP NO. 043436104
 
1
NAME OF REPORTING PERSON
 
STEPHEN RANERI
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
2,153,105
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
2,153,105
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,153,105*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.2%*
14
TYPE OF REPORTING PERSON
 
IN
 
____________________
* Includes 330,000 Shares underlying certain call options exercisable within 60 days hereof.
 
 
6
 
CUSIP NO. 043436104
 
1
NAME OF REPORTING PERSON
 
ARTHUR ROSEN
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
2,153,105
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
2,153,105
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,153,105*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.2%*
14
TYPE OF REPORTING PERSON
 
IN
 
____________________
* Includes 330,000 Shares underlying certain call options exercisable within 60 days hereof.
 
 
7
 
CUSIP NO. 043436104
 
The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”).  This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
Item 3 is hereby amended and restated to read as follows:
 
The Shares purchased by LionEye Master Fund and LionEye Onshore and held in the LionEye Capital Management Accounts were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted on Schedule B.  The aggregate purchase price of the 744,772 Shares beneficially owned by LionEye Master Fund is approximately $45,466,902 including brokerage commissions.  The aggregate purchase price of certain call options exercisable into 167,225 Shares beneficially owned by LionEye Master Fund is approximately $929,699, including brokerage commissions. The aggregate purchase price of the 92,954 Shares beneficially owned by LionEye Onshore is approximately $6,362,307 including brokerage commissions.  The aggregate purchase price of certain call options exercisable into 21,131 Shares beneficially owned by LionEye Onshore is approximately $117,631, including brokerage commissions. The aggregate purchase price of the 985,379 Shares held in the LionEye Capital Management Accounts is approximately $63,371,470, including brokerage commissions.  The aggregate purchase price of certain call options exercisable into 141,644 Shares held in the LionEye Capital Management Accounts is approximately $788,775, including brokerage commissions.
 
Item 5.
Interest in Securities of the Issuer.
 
Items 5(a) – (c) are hereby amended and restated to read as follows:
 
The aggregate percentage of Shares reported owned by each person named herein is based upon 29,769,231 Shares outstanding as of October 22, 2014, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 22, 2014.
 
A.
LionEye Master Fund
 
 
(a)
As of the close of business on October 23, 2014, LionEye Master Fund beneficially owned 911,997 Shares, including 167,225 Shares underlying certain call options exercisable within 60 days of the date hereof.
 
Percentage: Approximately 3.1%
 
 
(b)
1. Sole power to vote or direct vote: 911,997
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 911,997
 
4. Shared power to dispose or direct the disposition: 0
 
 
(c)
The transactions in the Shares by LionEye Master Fund since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
 
8
 
CUSIP NO. 043436104
 
B.
LionEye Onshore
 
 
(a)
As of the close of business on October 23, 2014, LionEye Onshore beneficially owned 114,085 Shares, including 21,131 Shares underlying certain call options exercisable within 60 days of the date hereof.
 
Percentage: Less than 1%
 
 
(b)
1. Sole power to vote or direct vote: 114,085
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 114,085
 
4. Shared power to dispose or direct the disposition: 0
 
 
(c)
The transactions in the Shares by LionEye Onshore since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
C.
LionEye Advisors
 
 
(a)
LionEye Advisors, as the general partner of LionEye Onshore, may be deemed the beneficial owner of the 114,085 Shares beneficially owned by LionEye Onshore.
 
Percentage: Less than 1%
 
 
(b)
1. Sole power to vote or direct vote: 114,085
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 114,085
 
4. Shared power to dispose or direct the disposition: 0
 
 
(c)
LionEye Advisors has not entered into any transactions in the Shares since the filing of the Schedule 13D. The transactions in the Shares on behalf of LionEye Onshore since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
D.
LionEye Capital Management
 
 
(a)
As of the close of business on October 23, 2014, 1,127,023 Shares were held in the LionEye Capital Management Accounts, including 141,644 Shares underlying certain call options exercisable within 60 days of the date hereof.  LionEye Capital Management, as the investment manager of LionEye Master Fund, LionEye Onshore and the LionEye Capital Management Accounts, may be deemed the beneficial owner of the (i) 911,997 Shares beneficially owned by LionEye Master Fund, (ii) 114,085 Shares beneficially owned by LionEye Onshore and (iii) 1,127,023 Shares held in the LionEye Capital Management Accounts.
 
Percentage: Approximately 7.2%
 
 
(b)
1. Sole power to vote or direct vote: 2,153,105
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 2,153,105
 
4. Shared power to dispose or direct the disposition: 0
 
 
9
 
CUSIP NO. 043436104
 
 
(c)
The transactions in the Shares by LionEye Capital Management through the LionEye Capital Management Accounts and on behalf of LionEye Master Fund and LionEye Onshore since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
E.
Messrs. Raneri and Rosen
 
 
(a)
Each of Messrs. Raneri and Rosen, as a managing member of each of LionEye Capital Management and LionEye Advisors, may be deemed the beneficial owner of the (i) 911,997 Shares beneficially owned by LionEye Master Fund, (ii) 114,085 Shares beneficially owned by LionEye Onshore and (iii) 1,127,023 Shares held in the LionEye Capital Management Accounts.
 
Percentage: Approximately 7.2%
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 2,153,105
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 2,153,105
 
 
(c)
None of Messrs. Raneri or Rosen has entered into any transactions in the Shares since the filing of the Schedule 13D.  The transactions in the Shares on behalf of LionEye Master Fund, LionEye Onshore and through the LionEye Capital Management Accounts since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons.  Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
Item 6 is hereby amended to add the following:
 
LionEye Master Fund has purchased exchange-listed call options referencing an aggregate of 107,000 Shares, which have an exercise price of $65 per Share and expire on April 17, 2015. LionEye Onshore has purchased exchange-listed call options referencing an aggregate of 13,400 Shares, which have an exercise price of $65 per Share and expire on April 17, 2015. The LionEye Capital Management Accounts have purchased exchange-listed call options referencing an aggregate of 89,600 Shares, which have an exercise price of $65 per Share and expire on April 17, 2015.
 
 
 
10
 
CUSIP NO. 043436104
 
SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:  October 24, 2014
 
 
LionEye Master Fund Ltd
   
   
 
By:
/s/ Stephen Raneri
   
Name:
Stephen Raneri
   
Title:
Director


 
LionEye Onshore Fund LP
   
 
By:
LionEye Advisors LLC
General Partner
   
   
 
By:
/s/ Stephen Raneri
   
Name:
Stephen Raneri
   
Title:
Managing Member


 
LionEye Advisors LLC
   
   
 
By:
/s/ Stephen Raneri
   
Name:
Stephen Raneri
   
Title:
Managing Member


 
LionEye Capital Management LLC
   
   
 
By:
/s/ Stephen Raneri
   
Name:
Stephen Raneri
   
Title:
Managing Member


 
/s/ Stephen Raneri
 
Stephen Raneri


 
/s/ Arthur Rosen
 
Arthur Rosen
 
 
11
 
CUSIP NO. 043436104
 
SCHEDULE A
 
Transactions in the Shares since the filing of the Schedule 13D
 
Nature of the Transaction
Securities
Purchased/(Sold)
Price Per
Share($)
Date of
Purchase / Sale

LIONEYE MASTER FUND LTD

 
Purchase of Common Stock
13,974
64.2341
09/24/2014
Purchase of Common Stock
36,214
64.6584
09/24/2014
Purchase of Common Stock(1)
9,182
64.4200
10/01/2014
Purchase of Common Stock
12,083
63.3000
10/01/2014
Purchase of Common Stock
6,283
62.5944
10/13/2014
Purchase of Common Stock
6,044
63.4913
10/14/2014
Purchase of Common Stock
25,500
64.0150
10/14/2014
Purchase of Common Stock
23,921
63.9450
10/14/2014
Purchase of Common Stock
2,678
62.9268
10/15/2014
Purchase of Common Stock
23,109
63.0032
10/22/2014
       
Purchase of Call Option(4)
700
75.0500
10/01/2014
Sale of Call Option(4)
(121,200)
75.0100
10/14/2014
Purchase of Call Option(5)
107,000
70.0762
10/14/2014

LIONEYE ONSHORE FUND LP

Purchase of Common Stock
1,794
64.2341
09/24/2014
Purchase of Common Stock
4,648
64.6584
09/24/2014
Sale of Common Stock(2)
(1,115)
64.4200
10/01/2014
Purchase of Common Stock
1,508
63.3000
10/01/2014
Purchase of Common Stock
785
62.5944
10/13/2014
Purchase of Common Stock
754
63.4913
10/14/2014
Purchase of Common Stock
3,183
64.0150
10/14/2014
Purchase of Common Stock
2,985
63.9450
10/14/2014
Purchase of Common Stock
334
62.9268
10/15/2014
Purchase of Common Stock
2,885
63.0032
10/22/2014
       
Sale of Call Option(4)
(600)
75.0500
10/01/2014
Sale of Call Option(4)
(15,100)
75.0100
10/14/2014
Purchase of Call Option(5)
13,400
70.0762
10/14/2014

LIONEYE CAPITAL MANAGEMENT LLC
(Through the LionEye Capital Management Accounts)

 
Purchase of Common Stock
3,321
64.2341
09/24/2014
Purchase of Common Stock
8,609
64.6584
09/24/2014
Purchase of Common Stock
2,341
64.2341
09/24/2014
Purchase of Common Stock
6,068
64.6584
09/24/2014
Purchase of Common Stock
2,995
64.2341
09/24/2014
 
 
 
 
CUSIP NO. 043436104
 
Purchase of Common Stock
7,763
64.6584
09/24/2014
Purchase of Common Stock
3,417
64.2341
09/24/2014
Purchase of Common Stock
8,856
64.6584
09/24/2014
Sale of Common Stock(3)
(5,513)
64.4200
10/01/2014
Purchase of Common Stock
2,737
63.3000
10/01/2014
Sale of Common Stock(3)
(566)
64.4200
10/01/2014
Purchase of Common Stock
1,992
63.3000
10/01/2014
Purchase of Common Stock
794
63.3000
10/01/2014
Sale of Common Stock(3)
(1,988)
64.4200
10/01/2014
Purchase of Common Stock
2,886
63.3000
10/01/2014
Purchase of Common Stock
1,270
62.5944
10/13/2014
Purchase of Common Stock
842
62.5944
10/13/2014
Purchase of Common Stock
1,222
62.5944
10/13/2014
Purchase of Common Stock
1,389
62.5944
10/13/2014
Purchase of Common Stock
1,364
63.4913
10/14/2014
Purchase of Common Stock
5,752
64.0150
10/14/2014
Purchase of Common Stock
5,395
63.9450
10/14/2014
Purchase of Common Stock
991
63.4913
10/14/2014
Purchase of Common Stock
4,183
64.0150
10/14/2014
Purchase of Common Stock
3,923
63.9450
10/14/2014
Purchase of Common Stock
1,261
63.4913
10/14/2014
Purchase of Common Stock
5,316
64.0150
10/14/2014
Purchase of Common Stock
4,987
63.9450
10/14/2014
Purchase of Common Stock
1,438
63.4913
10/14/2014
Purchase of Common Stock
6,066
64.0150
10/14/2014
Purchase of Common Stock
5,689
63.9450
10/14/2014
Purchase of Common Stock
604
62.9268
10/15/2014
Purchase of Common Stock
439
62.2968
10/15/2014
Purchase of Common Stock
558
62.9268
10/15/2014
Purchase of Common Stock
636
62.9268
10/15/2014
Purchase of Common Stock
5,213
63.0032
10/22/2014
Purchase of Common Stock
3,791
63.0032
10/22/2014
Purchase of Common Stock
4,818
63.0032
10/22/2014
Purchase of Common Stock
5,497
63.0032
10/22/2014
       
Purchase of Call Option(4)
1,500
75.0500
10/01/2014
Sale of Call Option(4)
(600)
75.0500
10/01/2014
Sale of Call Option(4)
(1,000)
75.0500
10/01/2014
Sale of Call Option(4)
(27,400)
75.0100
10/14/2014
Sale of Call Option(4)
(19,900)
75.0100
10/14/2014
Sale of Call Option(4)
(26,100)
75.0100
10/14/2014
Sale of Call Option(4)
(28,800)
75.0100
10/14/2014
Purchase of Call Option(5)
24,200
70.0762
10/14/2014
Purchase of Call Option(5)
17,600
70.0762
10/14/2014
Purchase of Call Option(5)
22,300
70.0762
10/14/2014
Purchase of Call Option(5)
25,500
70.0762
10/14/2014
 
 
 
 
CUSIP NO. 043436104
 
______________
 
(1) Represents a cross trade of securities to LionEye Master Fund Ltd from the LionEye Capital Management Accounts and LionEye Onshore Fund LP.
 
(2) Represents a cross trade of securities from LionEye Onshore Fund LP to LionEye Master Fund Ltd.
 
(3)Represents a cross trade of securities from LionEye Capital Management Accounts to LionEye Master Fund Ltd.
 
(4) Represents Shares underlying certain exchange-listed call options with an exercise price of $75 per Share. These call options were sold prior to their October 18, 2014 expiration date.
 
(5) Represents Shares underlying certain exchange-listed call options with an exercise price of $65 per Share. These call options expire on April 17, 2015.

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13D/A’ Filing    Date    Other Filings
4/17/15
Filed on:10/24/14
10/23/148-K,  SC 13G
10/22/1410-Q
10/18/14
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