Form 8.3 - Arris Group, Inc.

NEW YORK--()--

FORM 8.3

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE

Rule 8.3 of the Takeover Code (the “Code”)

1. KEY INFORMATION

(a) Full name of discloser:   Gotham Asset Management, LLC
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):

The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named.

 

N/A

(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

Use a separate form for each offeror/offeree

 

Arris Group, Inc.

(d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree:  

N/A

(e) Date position held/dealing undertaken:

For an opening position disclosure, state the latest practicable date prior to the disclosure

 

06/05/2015 [In addition Gotham Asset Management, LLC has dealt on previous dates during the offer period as attached at the end of this form]

(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?

If it is a cash offer or possible cash offer, state “N/A”

  YES / NO / N/A

If YES, specify which:

 

Yes, Pace plc

2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any)

Class of relevant security:   Common Shares

 

  Interests   Short positions
  Number   %   Number   %
(1) Relevant securities owned and/or controlled:  

1,240,160

 

0.85%

 

81,061

 

0.06%

(2) Cash-settled derivatives:  

908

 

0.00%

       
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:                

TOTAL:

 

1,241,068

 

0.85%

 

81,061

 

0.06%

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

(b) Rights to subscribe for new securities (including directors’ and other employee options)

Class of relevant security in relation to which subscription right exists:  
Details, including nature of the rights concerned and relevant percentages:  

3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

The currency of all prices and other monetary amounts should be stated.

(a) Purchases and sales

Class of relevant security   Purchase/sale   Number of securities   Price per unit

Arris Group, Inc.

 

Sell

 

208,035

 

$33.29

Arris Group, Inc.   Sell   3,498   $33.32

(b) Cash-settled derivative transactions

Class of relevant security   Product description

e.g. CFD

  Nature of dealing

e.g. opening/closing a long/short position, increasing/reducing a long/short position

  Number of reference securities   Price per unit

Arris Group, Inc.

 

Equity Total Return Swap

 

Reducing Long Position

 

344

 

33.29

(c) Stock-settled derivative transactions (including options)

(i) Writing, selling, purchasing or varying

Class of relevant security   Product description e.g. call option   Writing, purchasing, selling, varying etc.   Number of securities to which option relates   Exercise price per unit   Type

e.g. American, European etc.

  Expiry date   Option money paid/ received per unit

(ii) Exercise

Class of relevant security   Product description

e.g. call option

  Exercising/ exercised against   Number of securities   Exercise price per unit

(d) Other dealings (including subscribing for new securities)

Class of relevant security   Nature of dealing

e.g. subscription, conversion

  Details   Price per unit (if applicable)

4. OTHER INFORMATION

(a) Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the person making the disclosure and any party to the offer or any person acting in concert with a party to the offer:

Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state “none”

None

(b) Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the person making the disclosure and any other person relating to:

(i) the voting rights of any relevant securities under any option; or

(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:

If there are no such agreements, arrangements or understandings, state “none”

None

(c) Attachments

Is a Supplemental Form 8 (Open Positions) attached? No

23/04/15

(a) Purchases and sales

Class of relevant security   Purchase/sale   Number of securities   Price per unit

Arris Group, Inc.

 

Sell

 

82,815

 

$36.97

Arris Group, Inc.   Sell   249   $36.92

(b) Cash-settled derivative transactions

Class of relevant security   Product description

e.g. CFD

  Nature of dealing

e.g. opening/closing a long/short position, increasing/reducing a long/short position

  Number of reference securities   Price per unit

Arris Group, Inc.

 

Equity Total Return Swap

 

Reducing Long Position

 

375

 

$36.97

24/04/15

(a) Purchases and sales

Class of relevant security   Purchase/sale   Number of securities   Price per unit

Arris Group, Inc.

 

Sell

 

10,375

 

$35.61

Arris Group, Inc.   Sell   3,587   $35.60
Arris Group, Inc.   Buy   1   $35.50

(b) Cash-settled derivative transactions

Class of relevant security   Product description

e.g. CFD

  Nature of dealing

e.g. opening/closing a long/short position, increasing/reducing a long/short position

  Number of reference securities   Price per unit

Arris Group, Inc.

 

Equity Total Return Swap

 

Reducing Long Position

 

207

 

$35.61

27/04/15

(a) Purchases and sales

Class of relevant security   Purchase/sale   Number of securities   Price per unit

Arris Group, Inc.

 

Sell

 

2,485

 

$35.10

Ariis Group, Inc.   Sell   1,198   $35.12

(b) Cash-settled derivative transactions

Class of relevant security   Product description

e.g. CFD

  Nature of dealing

e.g. opening/closing a long/short position, increasing/reducing a long/short position

  Number of reference securities   Price per unit

Arris Group, Inc.

 

Equity Total Return Swap

 

Reducing Long Position

 

70

 

$35.10

28/04/15

(a) Purchases and sales

Class of relevant security   Purchase/sale   Number of securities   Price per unit

Arris Group, Inc.

 

Sell

 

21,069

 

$34.69

29/04/15

(a) Purchases and sales

Class of relevant security   Purchase/sale   Number of securities   Price per unit

Arris Group, Inc.

 

Sell

 

27,949

 

$34.58

Arris Group, Inc.   Buy   72   $34.64

(b) Cash-settled derivative transactions

Class of relevant security   Product description

e.g. CFD

  Nature of dealing

e.g. opening/closing a long/short position, increasing/reducing a long/short position

  Number of reference securities   Price per unit

Arris Group, Inc.

 

Equity Total Return Swap

 

Increasing

Long Position

 

407

 

$34.64

30/04/15

(a) Purchases and sales

Class of relevant security   Purchase/sale   Number of securities   Price per unit

Arris Group, Inc.

 

Sell

 

110,807

 

$33.97

Arris Group, Inc.   Sell   30,835   $33.93

(b) Cash-settled derivative transactions

Class of relevant security   Product description

e.g. CFD

  Nature of dealing

e.g. opening/closing a long/short position, increasing/reducing a long/short position

  Number of reference securities   Price per unit

Arris Group, Inc.

 

Equity Total Return Swap

 

Reducing Long Position

 

467

 

$33.97

01/05/15

(a) Purchases and sales

Class of relevant security   Purchase/sale   Number of securities   Price per unit

Arris Group, Inc.

 

Sell

 

69,018

 

$33.84

Arris Group, Inc.   Sell   23,711   $33.85

(b) Cash-settled derivative transactions

Class of relevant security   Product description

e.g. CFD

  Nature of dealing

e.g. opening/closing a long/short position, increasing/reducing a long/short position

  Number of reference securities   Price per unit

Arris Group, Inc.

 

Equity Total Return Swap

 

Reducing Long Position

 

159

 

$33.84

04/05/15

(a) Purchases and sales

Class of relevant security   Purchase/sale   Number of securities   Price per unit

Arris Group, Inc.

 

Sell

 

111,522

 

$34.24

Arris Group, Inc.   Sell   11,740   $34.23
Arris Group, Inc.   Buy   30   $34.21

(b) Cash-settled derivative transactions

Class of relevant security   Product description

e.g. CFD

  Nature of dealing

e.g. opening/closing a long/short position, increasing/reducing a long/short position

  Number of reference securities   Price per unit

Arris Group, Inc.

 

Equity Total Return Swap

 

Reducing Long Position

 

408

 

$34.24

05/05/15

(a) Purchases and sales

Class of relevant security   Purchase/sale   Number of securities   Price per unit

Arris Group, Inc.

 

Sell

 

140,241

 

$33.99

Arris Group, Inc.   Buy   5   $34.20

(b) Cash-settled derivative transactions

Class of relevant security   Product description

e.g. CFD

  Nature of dealing

e.g. opening/closing a long/short position, increasing/reducing a long/short position

  Number of reference securities   Price per unit

Arris Group, Inc.

 

Equity Total Return Swap

 

Reducing Long Position

 

416

 

$33.99

Date of disclosure:   May 14, 2015
Contact name:   Louis LaRocca
Telephone number:   (212) 319-4100

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at monitoring@disclosure.org.uk. The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.

Short Name: Gotham
Category Code: RET
Sequence Number: 465839
Time of Receipt (offset from UTC): 20150514T195917+0100

Contacts

Gotham Asset Management, LLC

Contacts

Gotham Asset Management, LLC