solarwinds13d.htm

   
   
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. )   *


SolarWinds, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
83416B109
(Cusip Number)
Michael B. Fisch
Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 2100
San Francisco, California 94111
(415) 421-2132
(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 11, 2015
(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 Sections 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 Section 240.13d-7 for other parties to whom copies are to be sent.

* 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).




(Continued on following pages)
Page 1 of 47 Pages
Exhibit Index Found on Page 45

 
 
 
 

 

13D
CUSIP No. 83416B109
 

1
NAMES OF REPORTING PERSONS
 
Farallon Capital Partners, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                                      (a) [     ]
                                                                                                                                                      (b) [ X ]**
**The reporting persons making this filing hold an aggregate of 3,565,200 Shares, which is 4.96% of the class of securities.  The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.  See Preliminary Note.
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
 
WC, OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
                                                                                                                                                            [     ]
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
California
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
676,905
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
676,905
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
676,905
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)                         
                                                                                                                                                            [     ]
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.94%
14
TYPE OF REPORTING PERSON (See Instructions)
 
PN


Page 2 of 47 Pages
 
 
 

 


13D
CUSIP No. 83416B109
 

1
NAMES OF REPORTING PERSONS
 
Farallon Capital Institutional Partners, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                                      (a) [     ]
                                                                                                                                                      (b) [ X ]**
**The reporting persons making this filing hold an aggregate of 3,565,200 Shares, which is 4.96% of the class of securities.  The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.  See Preliminary Note.
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
 
WC
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
                                                                                                                                                            [     ]
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
California
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
748,600
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
748,600
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
748,600
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)                         
                                                                                                                                                            [     ]
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.04%
14
TYPE OF REPORTING PERSON (See Instructions)
 
PN

Page 3 of 47 Pages
 
 
 

 

13D
CUSIP No. 83416B109
 

1
NAMES OF REPORTING PERSONS
 
Farallon Capital Institutional Partners II, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                                      (a) [     ]
                                                                                                                                                      (b) [ X ]**
**The reporting persons making this filing hold an aggregate of 3,565,200 Shares, which is 4.96% of the class of securities.  The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.  See Preliminary Note.
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
 
WC
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
                                                                                                                                                            [     ]
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
California
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
165,951
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
165,951
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
165,951
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)                         
                                                                                                                                                            [     ]
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.23%
14
TYPE OF REPORTING PERSON (See Instructions)
 
PN

Page 4 of 47 Pages
 
 
 

 

13D
CUSIP No. 83416B109
 

1
NAMES OF REPORTING PERSONS
 
Farallon Capital Institutional Partners III, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                                      (a) [     ]
                                                                                                                                                      (b) [ X ]**
**The reporting persons making this filing hold an aggregate of 3,565,200 Shares, which is 4.96% of the class of securities.  The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.  See Preliminary Note.
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
 
WC
5
CHECK 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
 
202,200
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
202,200
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
202,200
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)                         
                                                                                                                                                            [     ]
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.28%
14
TYPE OF REPORTING PERSON (See Instructions)
 
PN

Page 5 of 47 Pages
 
 
 

 

13D
CUSIP No. 83416B109
 

1
NAMES OF REPORTING PERSONS
 
Farallon Capital Offshore Investors II, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                                      (a) [     ]
                                                                                                                                                      (b) [ X ]**
**The reporting persons making this filing hold an aggregate of 3,565,200 Shares, which is 4.96% of the class of securities.  The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.  See Preliminary Note.
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
 
WC, OO
5
CHECK 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
 
1,459,827
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
1,459,827
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,459,827
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)                         
                                                                                                                                                            [     ]
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.03%
14
TYPE OF REPORTING PERSON (See Instructions)
 
PN


Page 6 of 47 Pages
 
 
 

 

13D
CUSIP No. 83416B109
 

1
NAMES OF REPORTING PERSONS
 
Farallon Capital F5 Master I, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                                      (a) [     ]
                                                                                                                                                      (b) [ X ]**
**The reporting persons making this filing hold an aggregate of 3,565,200 Shares, which is 4.96% of the class of securities.  The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.  See Preliminary Note.
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
 
WC, OO
5
CHECK 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
 
42,400
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
42,400
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
42,400
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)                         
                                                                                                                                                            [     ]
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.06%
14
TYPE OF REPORTING PERSON (See Instructions)
 
PN

Page 7 of 47 Pages
 
 
 

 

13D
CUSIP No. 83416B109
 

1
NAMES OF REPORTING PERSONS
 
Farallon Capital (AM) Investors, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                                      (a) [     ]
                                                                                                                                                      (b) [ X ]**
**The reporting persons making this filing hold an aggregate of 3,565,200 Shares, which is 4.96% of the class of securities.  The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.  See Preliminary Note.
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
 
WC, OO
5
CHECK 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
 
83,617
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
83,617
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
83,617
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)                         
                                                                                                                                                            [     ]
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.12%
14
TYPE OF REPORTING PERSON (See Instructions)
 
PN

Page 8 of 47 Pages
 
 
 

 

13D
CUSIP No. 83416B109
 

1
NAMES OF REPORTING PERSONS
 
Farallon Capital AA Investors, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                                      (a) [     ]
                                                                                                                                                      (b) [ X ]**
**The reporting persons making this filing hold an aggregate of 3,565,200 Shares, which is 4.96% of the class of securities.  The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.  See Preliminary Note.
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
 
WC, OO
5
CHECK 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
 
130,800
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
130,800
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
130,800
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)                         
                                                                                                                                                            [     ]
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.18%
14
TYPE OF REPORTING PERSON (See Instructions)
 
PN

Page 9 of 47 Pages
 
 
 

 

 
 

13D
CUSIP No. 83416B109
 

1
NAMES OF REPORTING PERSONS
 
Farallon Capital Management, L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                                      (a) [     ]
                                                                                                                                                      (b) [ X ]**
**The reporting persons making this filing hold an aggregate of 3,565,200 Shares, which is 4.96% of the class of securities.  The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.  See Preliminary Note.
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
 
WC, OO
5
CHECK 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
 
54,900
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
54,900
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
54,900
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)                         
                                                                                                                                                            [     ]
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.08%
14
TYPE OF REPORTING PERSON (See Instructions)
 
IA, OO

Page 10 of 47 Pages
 
 
 

 


13D
CUSIP No. 83416B109
 

1
NAMES OF REPORTING PERSONS
 
Farallon Partners, L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                                  (a) [     ]
                                                                                                                                                      (b) [ X ]**
**The reporting persons making this filing hold an aggregate of 3,565,200 Shares, which is 4.96% of the class of securities.  The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.  See Preliminary Note.
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
 
N/A
5
CHECK 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
 
3,467,900
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
3,467,900
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,467,900
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)                         
                                                                                                                                                            [     ]
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.83%
14
TYPE OF REPORTING PERSON (See Instructions)
 
OO

Page 11 of 47 Pages
 
 
 

 


13D
CUSIP No. 83416B109
 

1
NAMES OF REPORTING PERSONS
 
Farallon F5 (GP), L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                                  (a) [     ]
                                                                                                                                                      (b) [ X ]**
**The reporting persons making this filing hold an aggregate of 3,565,200 Shares, which is 4.96% of the class of securities.  The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.  See Preliminary Note.
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
 
N/A
5
CHECK 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
 
42,400
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
42,400
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
42,400
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)                         
                                                                                                                                                            [     ]
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.06%
14
TYPE OF REPORTING PERSON (See Instructions)
 
OO


Page 12 of 47 Pages
 
 
 

 


13D
CUSIP No. 83416B109
 

1
NAMES OF REPORTING PERSONS
 
Farallon AA GP, L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                                  (a) [     ]
                                                                                                                                                      (b) [ X ]**
**The reporting persons making this filing hold an aggregate of 3,565,200 Shares, which is 4.96% of the class of securities.  The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.  See Preliminary Note.
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
 
N/A
5
CHECK 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
 
130,800
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
130,800
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
130,800
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)                         
                                                                                                                                                            [     ]
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.18%
14
TYPE OF REPORTING PERSON (See Instructions)
 
OO

Page 13 of 47 Pages
 
 
 

 


13D
CUSIP No. 83416B109
 

1
NAMES OF REPORTING PERSONS
 
Michael B. Fisch
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                                      (a) [     ]
                                                                                                                                                      (b) [ X ]**
**The reporting persons making this filing hold an aggregate of 3,565,200 Shares, which is 4.96% of the class of securities.  The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by him on this cover page.  See Preliminary Note.
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
 
N/A
5
CHECK 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
 
3,565,200
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
3,565,200
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,565,200
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)                         
                                                                                                                                                            [     ]
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.96%
14
TYPE OF REPORTING PERSON (See Instructions)
 
IN

Page 14 of 47 Pages
 
 
 

 

13D
CUSIP No. 83416B109
 

1
NAMES OF REPORTING PERSONS
 
Richard B. Fried
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                                      (a) [     ]
                                                                                                                                                      (b) [ X ]**
**The reporting persons making this filing hold an aggregate of 3,565,200 Shares, which is 4.96% of the class of securities.  The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by him on this cover page.  See Preliminary Note.
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
 
N/A
5
CHECK 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
 
3,565,200
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
3,565,200
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,565,200
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)                         
                                                                                                                                                            [     ]
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.96%
14
TYPE OF REPORTING PERSON (See Instructions)
 
IN

Page 15 of 47 Pages
 
 
 

 


13D
CUSIP No. 83416B109
 

1
NAMES OF REPORTING PERSONS
 
Daniel J. Hirsch
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                                      (a) [     ]
                                                                                                                                                      (b) [ X ]**
**The reporting persons making this filing hold an aggregate of 3,565,200 Shares, which is 4.96% of the class of securities.  The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by him on this cover page.  See Preliminary Note.
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
 
N/A
5
CHECK 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
 
3,565,200
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
3,565,200
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,565,200
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)                         
                                                                                                                                                            [     ]
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.96%
14
TYPE OF REPORTING PERSON (See Instructions)
 
IN

Page 16 of 47 Pages
 
 
 

 


13D
CUSIP No. 83416B109
 

1
NAMES OF REPORTING PERSONS
 
David T. Kim
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                                      (a) [     ]
                                                                                                                                                      (b) [ X ]**
**The reporting persons making this filing hold an aggregate of 3,565,200 Shares, which is 4.96% of the class of securities.  The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by him on this cover page.  See Preliminary Note.
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
 
N/A
5
CHECK 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
 
3,565,200
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
3,565,200
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,565,200
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)                         
                                                                                                                                                            [     ]
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.96%
14
TYPE OF REPORTING PERSON (See Instructions)
 
IN

Page 17 of 47 Pages
 
 
 

 


13D
CUSIP No. 83416B109
 

1
NAMES OF REPORTING PERSONS
 
Monica R. Landry
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                                      (a) [     ]
                                                                                                                                                      (b) [ X ]**
**The reporting persons making this filing hold an aggregate of 3,565,200 Shares, which is 4.96% of the class of securities.  The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by her on this cover page.  See Preliminary Note.
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
 
N/A
5
CHECK 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
 
3,565,200
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
3,565,200
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,565,200
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)                         
                                                                                                                                                            [     ]
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.96%
14
TYPE OF REPORTING PERSON (See Instructions)
 
IN


Page 18 of 47 Pages
 
 
 

 


13D
CUSIP No. 83416B109
 

1
NAMES OF REPORTING PERSONS
 
Michael G. Linn
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                                      (a) [     ]
                                                                                                                                                      (b) [ X ]**
**The reporting persons making this filing hold an aggregate of 3,565,200 Shares, which is 4.96% of the class of securities.  The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by him on this cover page.  See Preliminary Note.
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
 
N/A
5
CHECK 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
 
3,565,200
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
3,565,200
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,565,200
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)                         
                                                                                                                                                            [     ]
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.96%
14
TYPE OF REPORTING PERSON (See Instructions)
 
IN

Page 19 of 47 Pages
 
 
 

 


13D
CUSIP No. 83416B109
 

1
NAMES OF REPORTING PERSONS
 
Rajiv A. Patel
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                                      (a) [     ]
                                                                                                                                                      (b) [ X ]**
**The reporting persons making this filing hold an aggregate of 3,565,200 Shares, which is 4.96% of the class of securities.  The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by him on this cover page.  See Preliminary Note.
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
 
N/A
5
CHECK 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
 
3,565,200
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
3,565,200
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,565,200
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)                         
                                                                                                                                                            [     ]
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.96%
14
TYPE OF REPORTING PERSON (See Instructions)
 
IN

Page 20 of 47 Pages
 
 
 

 

13D
CUSIP No. 83416B109
 

1
NAMES OF REPORTING PERSONS
 
Thomas G. Roberts, Jr.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                                      (a) [     ]
                                                                                                                                                      (b) [ X ]**
**The reporting persons making this filing hold an aggregate of 3,565,200 Shares, which is 4.96% of the class of securities.  The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by him on this cover page.  See Preliminary Note.
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
 
N/A
5
CHECK 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
 
3,565,200
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
3,565,200
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,565,200
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)                         
                                                                                                                                                            [     ]
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.96%
14
TYPE OF REPORTING PERSON (See Instructions)
 
IN

Page 21 of 47 Pages
 
 
 

 

13D
CUSIP No. 83416B109
 

1
NAMES OF REPORTING PERSONS
 
Andrew J. M. Spokes
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                                      (a) [     ]
                                                                                                                                                      (b) [ X ]**
**The reporting persons making this filing hold an aggregate of 3,565,200 Shares, which is 4.96% of the class of securities.  The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by him on this cover page.  See Preliminary Note.
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
 
N/A
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
                                                                                                                                                            [     ]
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United Kingdom
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING  PERSON WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
3,565,200
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
3,565,200
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,565,200
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)                         
                                                                                                                                                            [     ]
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.96%
14
TYPE OF REPORTING PERSON (See Instructions)
 
IN

Page 22 of 47 Pages
 
 
 

 

13D
CUSIP No. 83416B109
 

1
NAMES OF REPORTING PERSONS
 
John R. Warren
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                                      (a) [     ]
                                                                                                                                                      (b) [ X ]**
**The reporting persons making this filing hold an aggregate of 3,565,200 Shares, which is 4.96% of the class of securities.  The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by him on this cover page.  See Preliminary Note.
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
 
N/A
5
CHECK 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
 
3,565,200
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
3,565,200
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,565,200
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)                         
                                                                                                                                                            [     ]
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.96%
14
TYPE OF REPORTING PERSON (See Instructions)
 
IN

Page 23 of 47 Pages
 
 
 

 

13D
CUSIP No. 83416B109
 

1
NAMES OF REPORTING PERSONS
 
Mark C. Wehrly
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                                      (a) [     ]
                                                                                                                                                      (b) [ X ]**
**The reporting persons making this filing hold an aggregate of 3,565,200 Shares, which is 4.96% of the class of securities.  The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by him on this cover page.  See Preliminary Note.
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
 
N/A
5
CHECK 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
 
3,565,200
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
3,565,200
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,565,200
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)                         
                                                                                                                                                            [     ]
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.96%
14
TYPE OF REPORTING PERSON (See Instructions)
 
IN

Page 24 of 47 Pages
 
 
 

 


Preliminary Note:  The Reporting Persons exceeded 5.0% aggregate beneficial ownership of the class of securities on December 11, 2015.  As a result of subsequent sales of Shares by the Farallon Funds and the Managed Accounts, as of December 14, 2015, no Reporting Person may be deemed a beneficial owner of more than 5% of the class of securities. Capitalized terms used without definition in this Preliminary Note have the meanings set forth below.

Item 1.                      Security and Issuer
 
This statement relates to shares of Ordinary Shares, par value $0.001 per share (the “Shares”), of SolarWinds, Inc. (the “Company”).  The Company’s principal offices are located at 7171 Southwest Parkway, Building 400, Austin, Texas 78735.

Item 2.                      Identity and Background

(a)           This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons.”

The Farallon Funds
(i)  
Farallon Capital Partners, L.P., a California limited partnership (“FCP”), with respect to the Shares held by it;

(ii)  
Farallon Capital Institutional Partners, L.P., a California limited partnership (“FCIP”), with respect to the Shares held by it;

(iii)  
Farallon Capital Institutional Partners II, L.P., a California limited partnership (“FCIP II”), with respect to the Shares held by it;

(iv)  
Farallon Capital Institutional Partners III, L.P., a Delaware limited partnership (“FCIP III”), with respect to the Shares held by it;

(v)  
Farallon Capital Offshore Investors II, L.P., a Cayman Islands exempted limited partnership (“FCOI II”), with respect to the Shares held by it;

(vi)  
Farallon Capital F5 Master I, L.P., a Cayman Islands exempted limited partnership (“F5MI”), with respect to the Shares held by it;

(vii)  
Farallon Capital (AM) Investors, L.P., a Delaware limited partnership (“FCAMI”), with respect to the Shares held by it; and

(viii)  
Farallon Capital AA Investors, L.P., a Delaware limited partnership (“FCAAI”), with respect to the Shares held by it.

FCP, FCIP, FCIP II, FCIP III, FCOI II, F5MI, FCAMI and FCAAI are together referred to herein as the “Farallon Funds.”

 
The Management Company

(ix)  
Farallon Capital Management, L.L.C., a Delaware limited liability company (the “Management Company”), with respect to the Shares held by one or more accounts (the “Managed Accounts”), each as managed by the Management Company.

Page 25 of 47 Pages
 

 
 
The Farallon General Partner

(x)  
Farallon Partners, L.L.C., a Delaware limited liability company (the “Farallon General Partner”), which is the general partner of each of FCP, FCIP, FCIP II, FCIP III, FCOI II and FCAMI and the sole member of the FCAAI General Partner (as defined below), with respect to the Shares held by each of the Farallon Funds.

The FCAAI General Partner

(xi)  
Farallon AA GP, L.L.C., a Delaware limited liability company (the “FCAAI General Partner”), which is the general partner of FCAAI, with respect to the Shares held by FCAAI.

The F5MI General Partner

(xii)  
Farallon F5 (GP), L.L.C., a Delaware limited liability company (the “F5MI General Partner”), which is the general partner of F5MI, with respect to the Shares held by F5MI.
 
The Farallon Individual Reporting Persons
 
(xiii)  
The following persons, each of whom is a managing member of both the Farallon General Partner and the Management Company and a manager or senior manager, as the case may be, of the FCAAI General Partner, and a director and/or officer of the general partner of the sole member of the F5MI General Partner, with respect to the Shares held by the Farallon  Funds and the Managed Accounts:  Michael B. Fisch (“Fisch”), Richard B. Fried (“Fried”), Daniel J. Hirsch (“Hirsch”), David T. Kim (“Kim”), Monica R. Landry (“Landry”), Michael G. Linn (“Linn”), Rajiv A. Patel (“Patel”), Thomas G. Roberts, Jr. (“Roberts”), Andrew J. M. Spokes (“Spokes”), John R. Warren (“Warren”) and Mark C. Wehrly (“Wehrly”).

Fisch, Fried, Hirsch, Kim, Landry, Linn, Patel, Roberts, Spokes, Warren and Wehrly are together referred to herein as the “Farallon Individual Reporting Persons.”

(b)           The address of the principal business office of (i) the Farallon Funds, the Management Company, the Farallon General Partner and the FCAAI General Partner is One Maritime Plaza, Suite 2100, San Francisco, California 94111 and (ii) each of the Farallon Individual Reporting Persons is set forth in Annex 1 hereto.
 
(c)           The principal business of each of the Farallon Funds is that of a private investment fund engaging in the purchase and sale of investments for its own account.  The principal business of the Management Company is that of a registered investment adviser.  The principal business of the Farallon General Partner is to act as the general partner of investment partnerships, including FCP, FCIP, FCIP II, FCIP III, FCOI II and FCAMI and the sole member of general partners of investment partnerships, including the FCAAI General Partner.  The principal business of the FCAAI General Partner is to act as the general partner of FCAAI.  The principal business of the F5MI General Partner is to act as the general partner of F5MI.  The principal business of each of the Farallon Individual Reporting Persons is set forth in Annex 1 hereto.
 
Page 26 of 47 Pages
 

 
(d)           None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
(e)           None of the Reporting Persons has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
(f)           The citizenship of each of the Farallon Funds, the Management Company, the Farallon General Partner, the FCAAI General Partner and the F5MI General Partner is set forth above.  Each of the Farallon Individual Reporting Persons, other than Spokes, is a citizen of the United States.  Spokes is a citizen of the United Kingdom.
 
The other information required by Item 2 relating to the identity and background of the Reporting Persons is set forth in Annex 1 hereto.
 
Item 3.                      Source and Amount of Funds or Other Consideration
The net investment cost (including commissions) for the Shares held by each of the Farallon Funds and the Managed Accounts is set forth below:
 
 
Entity
 
Shares Held
   
Approximate Net Investment Cost
 
FCP
    676,905     $ 39,342,804  
FCIP
    748,600     $ 43,469,249  
FCIP II
    165,951     $ 9,645,665  
FCIP III
    202,200     $ 11,753,347  
FCOI II
    1,459,827     $ 84,875,929  
F5MI
    42,400     $ 2,467,313  
FCAMI
    83,617     $ 4,865,077  
FCAAI
    130,800     $ 7,607,598  
Managed Accounts
    54,900     $ 3,191,846  
            $ 207,218,827  


The consideration for such acquisitions was obtained as follows:  (i) with respect to FCP, FCOI II, F5MI, FCAMI, FCAAI and the Managed Accounts, from working capital and/or from borrowings pursuant to margin accounts maintained in the ordinary course of business by such entities at Goldman, Sachs & Co.; and (ii) with respect to FCIP, FCIP II and FCIP III, from working capital.  FCP, FCOI II, F5MI, FCAMI, FCAAI and some of the Managed Accounts hold certain securities in their respective margin accounts at Goldman, Sachs & Co., and the accounts may from time to time have debit balances.  It is not possible to determine the amount of borrowings, if any, used to acquire the Shares.
 
Page 27 of 47 Pages
 

 
Item 4.                      Purpose of Transaction
The purpose of the acquisition of the Shares is for investment.
   
    Although no Reporting Person has any specific plan or proposal to acquire, transfer or dispose of Shares or other securities of the Company, consistent with its investment purpose, each Reporting Person at any time and from time to time may acquire additional Shares or other securities of the Company or transfer or dispose of any or all of its Shares or other securities of the Company, depending in any case upon an ongoing evaluation of the Reporting Persons’ investment in the Shares and/or such other securities, prevailing market conditions, other investment opportunities, liquidity requirements of the Reporting Persons and/or other investment considerations.  None of the Reporting Persons has made a determination regarding a maximum or minimum number of Shares or other securities of the Company which it may hold at any point in time.
 
    While the Reporting Persons’ aggregate beneficial ownership exceeded 5.0% of the class of securities and during the period of time represented in Schedules A-I hereto, the Reporting Persons did not engage in any communications with officers, directors, employees or other shareholders of the Company.

    Except to the extent the foregoing may be deemed a plan or proposal, none of the Reporting Persons has any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j) of the instructions to Item 4 of Schedule 13D.  The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.
 
Item 5.                      Interest in Securities of the Issuer

The Farallon Funds

 
(a),(b)
The information set forth in Rows 7 through 13 of the cover page hereto for each Farallon Fund is incorporated herein by reference for each such Farallon Fund.  The percentage amount set forth in Row 13 for all cover pages filed herewith is calculated based upon the 71,884,336 Shares outstanding as of December 14, 2015, as reported by the Company in its Proxy Statement (Schedule 14A) filed with the Securities and Exchange Commission on December 15, 2015.

 
(c)
The dates, number of Shares involved and the price per Share (including commissions) for all transactions in the Shares by the Farallon Funds in the past 60 days are set forth on Schedules A-I hereto and are incorporated herein by reference.  All of such transactions were open-market transactions.

 
(d)
The Farallon General Partner has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, all of the Shares held by the Farallon Funds as reported herein.  Each of the Farallon Individual Reporting Persons is a managing member of the Farallon General Partner.  The FCAAI General Partner has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, all of the Shares held by FCAAI as reported herein.  Each of the Farallon Individual Reporting Persons is a manager or senior manager, as the case may be, of the FCAAI General Partner.  The F5MI General Partner has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, all of the Shares held by F5MI as reported herein.  Each of the Farallon Individual Reporting Persons is a director and/or officer of the general partner of the sole member of the F5MI General Partner.

Page 28 of 47 Pages
 

 
 
(e)
As of December 14, 2015, each of the Farallon Funds may no longer be deemed a beneficial owner of more than five percent of the class of securities.

The Management Company

 
(a),(b)
The information set forth in Rows 7 through 13 of the cover page hereto for the Management Company is incorporated herein by reference.

 
(c)
The dates, number of Shares involved and the price per Share (including commissions) for all transactions in the Shares by the Management Company on behalf of the Managed Accounts in the past 60 days are set forth on Schedule I hereto and are incorporated herein by reference.  All of such transactions were open-market transactions.

 
(d)
The Management Company has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, all of the Shares held by the Managed Accounts as reported herein.  Each of the Farallon Individual Reporting Persons is a managing member of the Management Company.

Page 29 of 47 Pages
 

 
 
(e)
As of December 14, 2015, the Management Company may no longer be deemed a beneficial owner of more than five percent of the class of securities

The Farallon General Partner

 
(a),(b)
The information set forth in Rows 7 through 13 of the cover page hereto for the Farallon General Partner is incorporated herein by reference.

 
(c)
None.

 
(d)
The Farallon General Partner has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, all of the Shares held by the Farallon Funds as reported herein.  Each of the Farallon Individual Reporting Persons is a managing member of the Farallon General Partner.

 
(e)
As of December 14, 2015, the Farallon General Partner may no longer be deemed a beneficial owner of more than five percent of the class of securities.

The FCAAI General Partner

 
(a),(b)
The information set forth in Rows 7 through 13 of the cover page hereto for the FCAAI General Partner is incorporated herein by reference.

 
(c)
None.

 
(d)
The FCAAI General Partner has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, all of the Shares held by FCAAI as reported herein. Each of the Farallon Individual Reporting Persons is a manager or senior manager, as the case may be, of the FCAAI General Partner.

 
(e)
As of December 14, 2015, the FCAAI General Partner may no longer be deemed a beneficial owner of more than five percent of the class of securities.

The F5MI General Partner

 
(a),(b)
The information set forth in Rows 7 through 13 of the cover page hereto for the F5MI General Partner is incorporated herein by reference.

 
(c)
None.

 
(d)
The F5MI General Partner has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, all of the Shares held by F5MI as reported herein. Each of the Farallon Individual Reporting Persons is a director and/or officer of the general partner of the sole member of the F5MI General Partner.

 
(e)
As of December 14, 2015, the F5MI General Partner may no longer be deemed a beneficial owner of more than five percent of the class of securities.

The Farallon Individual Reporting Persons

 
(a),(b)
The information set forth in Rows 7 through 13 of the cover page hereto for each Farallon Individual Reporting Person is incorporated herein by reference for each such Farallon Individual Reporting Person.

 
(c)
None.

Page 30 of 47 Pages
 

 
 
(d)
The Farallon General Partner has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, all of the Shares held by the Farallon Funds as reported herein.  The Management Company has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, all of the Shares held by the Managed Accounts as reported herein.  The FCAAI General Partner has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, all of the Shares held by FCAAI as reported herein.  The F5MI General Partner has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, all of the Shares held by F5MI as reported herein.   Each of the Farallon Individual Reporting Persons is a managing member of both the Farallon General Partner and the Management Company, and a manager or senior manager, as the case may be, of the FCAAI General Partner and a director and/or officer of the general partner of the sole member the F5MI General Partner.

 
(e)
As of December 14, 2015, each of the Farallon Individual Reporting Persons may no longer be deemed a beneficial owner of more than five percent of the class of securities.

The Shares reported hereby for the Farallon Funds are owned directly by the Farallon Funds and those reported by the Management Company on behalf of the Managed Accounts are owned directly by the Managed Accounts. The Management Company, as investment adviser to the Managed Accounts, may be deemed to be a beneficial owner of all such Shares owned by the Managed Accounts.  The Farallon General Partner, as general partner of the Farallon Funds and the sole member of the FCAAI General Partner, may be deemed to be a beneficial owner of all such Shares owned by the Farallon Funds.  The FCAAI General Partner, as general partner of FCAAI, may be deemed to be a beneficial owner of all such Shares owned by FCAAI.  The F5MI General Partner, as general partner of F5MI, may be deemed to be a beneficial owner of all such Shares owned by F5MI.  Each of the Farallon Individual Reporting Persons, as a managing member of both the Farallon General Partner and the Management Company and a manager or senior manager, as the case may be, of the FCAAI General Partner and the F5MI General Partner and a director and/or officer of the general partner of the sole member of the F5MI General Power, with the power to exercise investment discretion, may be deemed to be a beneficial owner of all such Shares owned by the Farallon Funds and the Managed Accounts.  Each of the Management Company, the Farallon General Partner, the FCAAI General Partner, the F5MI General Partner and the Farallon Individual Reporting Persons hereby disclaims any beneficial ownership of any such Shares.

Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Except as described above, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons or between such persons and any other person with respect to any securities of the Company, including but not limited to the transfer or voting of any securities of the Company, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies.

Page 31 of 47 Pages
 

 
Item 7.                      Materials to be Filed as Exhibits

There is filed herewith as Exhibit 1 a written agreement relating to the filing of joint acquisition statements as required by Section 240.13d-1(k) under the Securities Exchange Act of 1934, as amended.


Page 32 of 47 Pages
 
 
 

 

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated:  December 21, 2015

/s/ Monica Landry__________________________
FARALLON PARTNERS, L.L.C.,
On its own behalf and
As the General Partner of
FARALLON CAPITAL PARTNERS, L.P.,
FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.,
FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.,
FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.,
FARALLON CAPITAL OFFSHORE INVESTORS II, L.P. and
FARALLON CAPITAL (AM) INVESTORS, L.P.
By Monica R. Landry, Managing Member

/s/ Monica Landry__________________________
FARALLON CAPITAL MANAGEMENT, L.L.C.
By Monica R. Landry, Managing Member

/s/ Monica Landry__________________________
FARALLON AA GP, L.L.C.,
On its own behalf and
As the General Partner of
FARALLON CAPITAL AA INVESTORS, L.P.
By Monica R. Landry, Manager

/s/ Monica Landry__________________________
FARALLON F5 (GP), L.L.C.
As the General Partner of
FARALLON CAPITAL F5 MASTER I, L.P.
By Monica R. Landry, Authorized Signatory

/s/ Monica Landry__________________________
Monica R. Landry, individually and as attorney-in-fact for each of Michael B. Fisch, Richard B. Fried, Daniel J. Hirsch, David T. Kim, Michael G. Linn, Rajiv A. Patel, Thomas G. Roberts, Jr., Andrew J. M. Spokes, John R. Warren and Mark C. Wehrly


The Powers of Attorney executed by each of Fisch, Fried, Hirsch, Kim, Landry, Linn, Patel, Roberts, Spokes, Warren and Wehrly authorizing Landry to sign and file this Schedule 13D on his or her behalf, which was filed with the Schedule 13D filed with the Securities and Exchange Commission on August 26, 2014 by such Reporting Persons with respect to the Common Stock of Town Sports International Holdings Inc., is hereby incorporated by reference.

Page 33 of 47 Pages
 
 
 

 

ANNEX 1

Set forth below with respect to the Management Company, the Farallon General Partner and the FCAAI General Partner is the following information:  (a) name; (b) address; (c) principal business; (d) state of organization; and (e) controlling persons.  Set forth below with respect to each managing member of the Management Company and the Farallon General Partner is the following information:  (a) name; (b) business address; (c) principal occupation; and (d) citizenship.

1.  
The Management Company

 
(a)
Farallon Capital Management, L.L.C.
 
(b)
One Maritime Plaza, Suite 2100
San Francisco, California  94111
 
(c)
Serves as investment adviser to various managed accounts
 
(d)
Delaware limited liability company
 
(e)
Managing Members:  Andrew J. M. Spokes, Senior Managing Member; Robert J. Ceremsak, Jr., Michael B. Fisch, Richard B. Fried, Daniel J. Hirsch, David T. Kim, Monica R. Landry, Michael G. Linn, Rajiv A. Patel, Thomas G. Roberts, Jr., Gregory S. Swart, John R. Warren and Mark C. Wehrly, Managing Members.

2.  
The Farallon General Partner

 
(a)
Farallon Partners, L.L.C.
 
(b)
c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 2100
San Francisco, California  94111
 
(c)
Serves as general partner of investment partnerships and as the sole member of general partners of investment partnerships
 
(d)
Delaware limited liability company
 
(e)
Managing Members:  Andrew J. M. Spokes, Senior Managing Member; Robert J. Ceremsak, Jr., Michael B. Fisch, Richard B. Fried, Daniel J. Hirsch, David T. Kim, Monica R. Landry, Michael G. Linn, Rajiv A. Patel, Thomas G. Roberts, Jr., Gregory S. Swart, John R. Warren and Mark C. Wehrly, Managing Members.

3.           The FCAAI General Partner

 
(a)
Farallon AA GP, L.L.C.
 
(b)
c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 2100
 
San Francisco, California  94111
 
(c)
Serves as general partner of investment partnerships
 
(d)
Delaware limited liability company
 
(e)
Managers:  Andrew J. M. Spokes, Senior Manager; Robert J. Ceremsak, Jr., Michael B. Fisch, Richard B. Fried, Daniel J. Hirsch, David T. Kim, Monica R. Landry, Michael G. Linn, Rajiv A. Patel, Thomas G. Roberts, Jr., Gregory S. Swart, John R. Warren and Mark C. Wehrly, Managers

Page 34 of 47 Pages
 

 
4.           The F5MI General Partner

 
(a)
Farallon F5 (GP), L.L.C.
 
(b)
c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 2100
 
San Francisco, California  94111
 
(c)
Serves as general partner of investment partnerships
 
(d)
Delaware limited liability company
 
(e)
Directors and/or officers of the general partner of the sole member: Andrew J. M. Spokes, Senior Manager; Robert J. Ceremsak, Jr., Michael B. Fisch, Richard B. Fried, Daniel J. Hirsch, David T. Kim, Monica R. Landry, Michael G. Linn, Rajiv A. Patel, Thomas G. Roberts, Jr., Gregory S. Swart, John R. Warren and Mark C. Wehrly, Managers

 
5.
Managing Members of the Management Company and the Farallon General Partner

 
(a)
Robert J. Ceremsak, Jr., Michael B. Fisch, Richard B. Fried, Daniel J. Hirsch, David T. Kim, Monica R. Landry, Michael G. Linn, Rajiv A. Patel, Thomas G. Roberts, Jr., Andrew J.M. Spokes, Gregory S. Swart, John R. Warren and Mark C. Wehrly.
 
(b)
c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 2100
San Francisco, California  94111
 
(c)
The principal occupation of Andrew J.M. Spokes is serving as Senior Managing Member of both the Management Company and the Farallon General Partner.  The principal occupation of each other Managing Member of the Management Company and the Farallon General Partner is serving as a Managing Member of both the Management Company and the Farallon General Partner.
 
 (d)
Each of the Managing Members of the Management Company and the Farallon General Partner, other than Andrew J.M. Spokes and Gregory S. Swart, is a citizen of the United States.  Andrew J.M. Spokes is a citizen of the United Kingdom.  Gregory S. Swart is a citizen of New Zealand.

None of the Managing Members of the Management Company and the Farallon General Partner has any additional information to disclose with respect to Items 2-6 of the Schedule 13D that is not already disclosed in the Schedule 13D.



Page 35 of 47 Pages
 
 
 

 

SCHEDULE A


FARALLON CAPITAL PARTNERS, L.P.

 
TRADE DATE
NO. OF SHARES
PURCHASED (P) OR SOLD (S)
 
PRICE
PER SHARE ($)
 
10/22/2015
700 (S) 58.28
10/22/2015
31200 (S) 58.27
10/22/2015
41400 (S) 58.08
10/26/2015
15700 (P) 57.98
10/27/2015
15900 (P) 57.94
10/28/2015
16200 (P) 57.93
10/29/2015
33200 (P) 57.83
10/30/2015
16200 (P) 58.03
11/3/2015
31900 (P) 58.27
11/4/2015
16000 (P) 58.23
11/6/2015
30600 (P) 58.26
11/9/2015
7700 (P) 58.06
11/9/2015
15500 (P) 58.13
11/10/2015
13500 (P) 58.09
11/11/2015
4800 (P) 58.08
11/13/2015
4500 (P) 58.09
11/16/2015
12200 (P) 58.12
11/17/2015
8800 (P) 58.30
11/18/2015
5900 (P) 58.21
11/19/2015
14000 (P) 58.28
11/20/2015
14000 (P) 58.21
11/23/2015
600 (P) 58.12
11/23/2015
14300 (P) 58.13
11/24/2015
6500 (P) 58.10
11/25/2015
12800 (P) 58.09
11/27/2015
2708 (P) 58.22
12/1/2015
14200 (P) 58.99
12/1/2015
1900 (P) 58.90
12/3/2015
16400 (P) 58.70
12/4/2015
5700 (P) 58.97
12/7/2015
17400 (P) 58.62
12/7/2015
17100 (P) 58.52
12/8/2015
9700 (P) 58.28
12/9/2015
17097 (P) 58.31
12/10/2015
10700 (P) 58.36
12/11/2015
400 (P) 57.89
12/11/2015
15400 (P) 57.89
12/14/2015
11400 (S) 57.08

Page 36 of 47 Pages
 
 
 

 

SCHEDULE B


FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.


 
TRADE DATE
NO. OF SHARES
PURCHASED (P) OR SOLD (S)
 
PRICE
PER SHARE ($)
10/22/2015
900 (S) 58.28
10/22/2015
43263 (S) 58.27
10/22/2015
57537 (S) 58.08
10/26/2015
23800 (P) 57.98
10/27/2015
23600 (P) 57.94
10/28/2015
23400 (P) 57.93
10/29/2015
48100 (P) 57.83
10/30/2015
23200 (P) 58.03
11/3/2015
42500 (P) 58.27
11/4/2015
20900 (P) 58.23
11/6/2015
40400 (P) 58.26
11/9/2015
10300 (P) 58.06
11/9/2015
20600 (P) 58.13
11/10/2015
11200 (P) 58.09
11/11/2015
4300 (P) 58.08
11/13/2015
2900 (P) 58.09
11/16/2015
900 (P) 58.12
11/17/2015
1900 (P) 58.30
11/18/2015
1700 (P) 58.21
11/19/2015
7900 (P) 58.28
11/20/2015
7400 (P) 58.21
11/23/2015
300 (P) 58.12
11/23/2015
8000 (P) 58.13
11/24/2015
3600 (P) 58.10
11/25/2015
7600 (P) 58.09
11/27/2015
1700 (P) 58.22
12/1/2015
9400 (P) 58.99
12/1/2015
1300 (P) 58.90
12/3/2015
8400 (P) 58.70
12/4/2015
3500 (P) 58.97
12/7/2015
12800 (P) 58.62
12/7/2015
12600 (P) 58.52
12/8/2015
6900 (P) 58.28
12/9/2015
6500 (P) 58.31
12/10/2015
5200 (P) 58.36
12/11/2015
300 (P) 57.89
12/11/2015
12700 (P) 57.89
12/14/2015
12600 (S) 57.08

Page 37 of 47 Pages
 
 
 

 

SCHEDULE C


FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.

 
TRADE DATE
NO. OF SHARES
PURCHASED (P) OR SOLD (S)
 
PRICE
PER SHARE ($)
 
10/22/2015
100 (S) 58.28
10/22/2015
6800 (S) 58.27
10/22/2015
9100 (S) 58.08
10/26/2015
3200 (P) 57.98
10/27/2015
3200 (P) 57.94
10/28/2015
3200 (P) 57.93
10/29/2015
6600 (P) 57.83
10/30/2015
3200 (P) 58.03
11/3/2015
7200 (P) 58.27
11/4/2015
3600 (P) 58.23
11/6/2015
7200 (P) 58.26
11/9/2015
1800 (P) 58.06
11/9/2015
3600 (P) 58.13
11/10/2015
3000 (P) 58.09
11/11/2015
1200 (P) 58.08
11/13/2015
1300 (P) 58.09
11/16/2015
3300 (P) 58.12
11/17/2015
2900 (P) 58.30
11/18/2015
2000 (P) 58.21
11/19/2015
4900 (P) 58.28
11/20/2015
4700 (P) 58.21
11/23/2015
200 (P) 58.12
11/23/2015
4300 (P) 58.13
11/24/2015
1800 (P) 58.10
11/25/2015
3300 (P) 58.09
11/27/2015
700 (P) 58.22
12/1/2015
3400 (P) 58.99
12/1/2015
500 (P) 58.90
12/3/2015
2700 (P) 58.70
12/4/2015
900 (P) 58.97
12/7/2015
3000 (P) 58.62
12/7/2015
2900 (P) 58.52
12/8/2015
1600 (P) 58.28
12/9/2015
8700 (P) 58.31
12/10/2015
6100 (P) 58.36
12/11/2015
200 (P) 57.89
12/11/2015
8200 (P) 57.89
12/14/2015
2800 (S) 57.08

Page 38 of 47 Pages
 
 
 

 

SCHEDULE D


FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.

 
TRADE DATE
NO. OF SHARES
PURCHASED (P) OR SOLD (S)
 
PRICE
PER SHARE ($)
 
10/22/2015
200 (S) 58.28
10/22/2015
8200 (S) 58.27
10/22/2015
10900 (S) 58.08
10/26/2015
3800 (P) 57.98
10/27/2015
3800 (P) 57.94
10/28/2015
3800 (P) 57.93
10/29/2015
7900 (P) 57.83
10/30/2015
3600 (P) 58.03
11/3/2015
8500 (P) 58.27
11/4/2015
4100 (P) 58.23
11/6/2015
8500 (P) 58.26
11/9/2015
2100 (P) 58.06
11/9/2015
4300 (P) 58.13
11/10/2015
3300 (P) 58.09
11/11/2015
1400 (P) 58.08
11/13/2015
1500 (P) 58.09
11/16/2015
3900 (P) 58.12
11/17/2015
3400 (P) 58.30
11/18/2015
2300 (P) 58.21
11/19/2015
5500 (P) 58.28
11/20/2015
5300 (P) 58.21
11/23/2015
200 (P) 58.12
11/23/2015
5100 (P) 58.13
11/24/2015
2100 (P) 58.10
11/25/2015
3800 (P) 58.09
11/27/2015
800 (P) 58.22
12/1/2015
3900 (P) 58.99
12/1/2015
500 (P) 58.90
12/3/2015
3800 (P) 58.70
12/4/2015
1300 (P) 58.97
12/7/2015
4100 (P) 58.62
12/7/2015
4100 (P) 58.52
12/8/2015
2200 (P) 58.28
12/9/2015
11800 (P) 58.31
12/10/2015
8100 (P) 58.36
12/11/2015
300 (P) 57.89
12/11/2015
11000 (P) 57.89
12/14/2015
3400 (S) 57.08

Page 39 of 47 Pages
 
 
 

 


SCHEDULE E


FARALLON CAPITAL OFFSHORE INVESTORS II, L.P.

 
TRADE DATE
NO. OF SHARES
PURCHASED (P) OR SOLD (S)
 
PRICE
PER SHARE ($)
10/22/2015
1237 (S) 58.28
10/22/2015
60800 (S) 58.27
10/22/2015
80963 (S) 58.08
10/26/2015
33200 (P) 57.98
10/27/2015
33200 (P) 57.94
10/28/2015
33200 (P) 57.93
10/29/2015
68300 (P) 57.83
10/30/2015
33600 (P) 58.03
11/3/2015
66300 (P) 58.27
11/4/2015
33500 (P) 58.23
11/6/2015
68900 (P) 58.26
11/9/2015
17173 (P) 58.06
11/9/2015
34100 (P) 58.13
11/10/2015
29436 (P) 58.09
11/11/2015
11900 (P) 58.08
11/13/2015
12400 (P) 58.09
11/16/2015
33000 (P) 58.12
11/17/2015
27400 (P) 58.30
11/18/2015
19100 (P) 58.21
11/19/2015
43400 (P) 58.28
11/20/2015
44000 (P) 58.21
11/23/2015
1585 (P) 58.12
11/23/2015
41315 (P) 58.13
11/24/2015
18456 (P) 58.10
11/25/2015
34036 (P) 58.09
11/27/2015
7200 (P) 58.22
12/1/2015
36200 (P) 58.99
12/1/2015
4800 (P) 58.90
12/3/2015
44492 (P) 58.70
12/4/2015
15311 (P) 58.97
12/7/2015
45697 (P) 58.62
12/7/2015
45103 (P) 58.52
12/8/2015
16703 (P) 58.28
12/9/2015
14000 (P) 58.31
12/10/2015
9800 (P) 58.36
12/11/2015
555 (P) 57.89
12/11/2015
21845 (P) 57.89
12/14/2015
24600 (S) 57.08

Page 40 of 47 Pages
 
 
 

 

SCHEDULE F


FARALLON CAPITAL F5 MASTER I, L.P.

 
TRADE DATE
NO. OF SHARES
PURCHASED (P) OR SOLD (S)
 
PRICE
PER SHARE ($)
 
10/22/2015
1200 (S) 58.27
10/22/2015
1600 (S) 58.08
10/26/2015
900 (P) 57.98
10/27/2015
900 (P) 57.94
10/28/2015
800 (P) 57.93
10/29/2015
1700 (P) 57.83
10/30/2015
800 (P) 58.03
11/3/2015
1700 (P) 58.27
11/4/2015
900 (P) 58.23
11/6/2015
2100 (P) 58.26
11/9/2015
400 (P) 58.06
11/9/2015
900 (P) 58.13
11/10/2015
900 (P) 58.09
11/11/2015
300 (P) 58.08
11/13/2015
400 (P) 58.09
11/16/2015
900 (P) 58.12
11/17/2015
800 (P) 58.30
11/18/2015
600 (P) 58.21
11/19/2015
1300 (P) 58.28
11/20/2015
1500 (P) 58.21
11/23/2015
100 (P) 58.12
11/23/2015
1200 (P) 58.13
11/24/2015
600 (P) 58.10
11/25/2015
1000 (P) 58.09
11/27/2015
200 (P) 58.22
12/1/2015
1100 (P) 58.99
12/1/2015
100 (P) 58.90
12/3/2015
1300 (P) 58.70
12/4/2015
400 (P) 58.97
12/7/2015
1400 (P) 58.62
12/7/2015
1300 (P) 58.52
12/8/2015
600 (P) 58.28
12/9/2015
3500 (P) 58.31
12/10/2015
2800 (P) 58.36
12/14/2015
700 (S) 57.08

Page 41 of 47 Pages
 
 
 

 

SCHEDULE G


FARALLON CAPITAL (AM) INVESTORS, L.P.

 
TRADE DATE
NO. OF SHARES
PURCHASED (P) OR SOLD (S)
 
PRICE
PER SHARE ($)
 
10/22/2015
100 (S) 58.28
10/22/2015
2800 (S) 58.27
10/22/2015
3700 (S) 58.08
10/26/2015
1500 (P) 57.98
10/27/2015
1500 (P) 57.94
10/28/2015
1500 (P) 57.93
10/29/2015
3100 (P) 57.83
10/30/2015
1500 (P) 58.03
11/3/2015
3800 (P) 58.27
11/4/2015
1900 (P) 58.23
11/6/2015
3800 (P) 58.26
11/9/2015
900 (P) 58.06
11/9/2015
1900 (P) 58.13
11/10/2015
1700 (P) 58.09
11/11/2015
691 (P) 58.08
11/13/2015
700 (P) 58.09
11/16/2015
1900 (P) 58.12
11/17/2015
1600 (P) 58.30
11/18/2015
1100 (P) 58.21
11/19/2015
2500 (P) 58.28
11/20/2015
2600 (P) 58.21
11/23/2015
100 (P) 58.12
11/23/2015
2400 (P) 58.13
11/24/2015
1100 (P) 58.10
11/25/2015
2100 (P) 58.09
11/27/2015
400 (P) 58.22
12/1/2015
2100 (P) 58.99
12/1/2015
300 (P) 58.90
12/3/2015
2700 (P) 58.70
12/4/2015
900 (P) 58.97
12/7/2015
2800 (P) 58.62
12/7/2015
2697 (P) 58.52
12/8/2015
1400 (P) 58.28
12/9/2015
5900 (P) 58.31
12/10/2015
3400 (P) 58.36
12/14/2015
1400 (S) 57.08


Page 42 of 47 Pages
 
 
 

 

SCHEDULE H


FARALLON CAPITAL AA INVESTORS, L.P.

 
TRADE DATE
NO. OF SHARES
PURCHASED (P) OR SOLD (S)
 
PRICE
PER SHARE ($)
 
10/22/2015
100 (S) 58.28
10/22/2015
4500 (S) 58.27
10/22/2015
6100 (S) 58.08
10/26/2015
2300 (P) 57.98
10/27/2015
2300 (P) 57.94
10/28/2015
2300 (P) 57.93
10/29/2015
4800 (P) 57.83
10/30/2015
2300 (P) 58.03
11/3/2015
6000 (P) 58.27
11/4/2015
3000 (P) 58.23
11/6/2015
6400 (P) 58.26
11/9/2015
1500 (P) 58.06
11/9/2015
3000 (P) 58.13
11/10/2015
2700 (P) 58.09
11/11/2015
900 (P) 58.08
11/13/2015
900 (P) 58.09
11/16/2015
2700 (P) 58.12
11/17/2015
2200 (P) 58.30
11/18/2015
1600 (P) 58.21
11/19/2015
3800 (P) 58.28
11/20/2015
3800 (P) 58.21
11/23/2015
100 (P) 58.12
11/23/2015
3500 (P) 58.13
11/24/2015
1600 (P) 58.10
11/25/2015
2900 (P) 58.09
11/27/2015
600 (P) 58.22
12/1/2015
3200 (P) 58.99
12/1/2015
400 (P) 58.90
12/3/2015
2900 (P) 58.70
12/4/2015
1000 (P) 58.97
12/7/2015
3000 (P) 58.62
12/7/2015
2900 (P) 58.52
12/8/2015
1600 (P) 58.28
12/9/2015
9500 (P) 58.31
12/10/2015
7800 (P) 58.36
12/11/2015
100 (P) 57.89
12/11/2015
2900 (P) 57.89
12/14/2015
2200 (S) 57.08

Page 43 of 47 Pages
 
 
 

 


SCHEDULE I


FARALLON CAPITAL MANAGEMENT, L.L.C.

 
TRADE DATE
NO. OF SHARES
PURCHASED (P) OR SOLD (S)
 
PRICE
PER SHARE ($)
 
10/22/2015
100 (S) 58.28
10/22/2015
2800 (S) 58.27
10/22/2015
3700 (S) 58.08
10/26/2015
600 (P) 57.98
10/27/2015
600 (P) 57.94
10/28/2015
600 (P) 57.93
10/29/2015
1300 (P) 57.83
10/30/2015
600 (P) 58.03
11/3/2015
2100 (P) 58.27
11/4/2015
1100 (P) 58.23
11/6/2015
2100 (P) 58.26
11/9/2015
500 (P) 58.06
11/9/2015
1100 (P) 58.13
11/10/2015
1000 (P) 58.09
11/11/2015
400 (P) 58.08
11/13/2015
400 (P) 58.09
11/16/2015
1200 (P) 58.12
11/17/2015
1000 (P) 58.30
11/18/2015
700 (P) 58.21
11/19/2015
1700 (P) 58.28
11/20/2015
1700 (P) 58.21
11/23/2015
100 (P) 58.12
11/23/2015
1600 (P) 58.13
11/24/2015
700 (P) 58.10
11/25/2015
1400 (P) 58.09
11/27/2015
300 (P) 58.22
12/1/2015
1500 (P) 58.99
12/1/2015
200 (P) 58.90
12/3/2015
1300 (P) 58.70
12/4/2015
400 (P) 58.97
12/7/2015
1400 (P) 58.62
12/7/2015
1300 (P) 58.52
12/8/2015
500 (P) 58.28
12/9/2015
1800 (P) 58.31
12/10/2015
1100 (P) 58.36
12/11/2015
1300 (P) 57.89
12/14/2015
900 (S) 57.08

Page 44 of 47 Pages
 
 
 

 

EXHIBIT INDEX


EXHIBIT 1
Joint Acquisition Statement Pursuant to Section 240.13d-1(k)
 



Page 45 of 47 Pages
 
 
 

 


EXHIBIT 1
to
SCHEDULE 13D


JOINT ACQUISITION STATEMENT
PURSUANT TO SECTION 240.13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements.  The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.

Dated:  December 21, 2015


/s/ Monica Landry__________________________
FARALLON PARTNERS, L.L.C.,
On its own behalf and
As the General Partner of
FARALLON CAPITAL PARTNERS, L.P.,
FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.,
FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.,
FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.,
FARALLON CAPITAL OFFSHORE INVESTORS II, L.P. and
FARALLON CAPITAL (AM) INVESTORS, L.P.
By Monica R. Landry, Managing Member

/s/ Monica Landry__________________________
FARALLON CAPITAL MANAGEMENT, L.L.C.
By Monica R. Landry, Managing Member

/s/ Monica Landry__________________________
FARALLON AA GP, L.L.C.,
On its own behalf and
As the General Partner of
FARALLON CAPITAL AA INVESTORS, L.P.
By Monica R. Landry, Manager

/s/ Monica Landry__________________________
FARALLON F5 (GP), L.L.C.
As the General Partner of
FARALLON CAPITAL F5 MASTER I, L.P.
By Monica R. Landry, Authorized Signatory


Page 46 of 47 Pages
 

 

/s/ Monica Landry__________________________
Monica R. Landry, individually and as attorney-in-fact for each of Michael B. Fisch, Richard B. Fried, Daniel J. Hirsch, David T. Kim, Michael G. Linn, Rajiv A. Patel, Thomas G. Roberts, Jr., Andrew J.M. Spokes, John R. Warren and Mark C. Wehrly



Page 47 of 47 Pages