CUSIP No. 91359V107
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SCHEDULE 13D
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Page 2 of 5 Pages
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1
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NAMES OF REPORTING PERSONS
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Sean P. Downes
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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(b)
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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2,511,596
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8
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SHARED VOTING POWER
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0
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9
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SOLE DISPOSITIVE POWER
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2,511,596
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,511,596
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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7.6%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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CUSIP No. 91359V107
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SCHEDULE 13D
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Page 3 of 5 Pages
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Item 3. |
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
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Item 5. |
INTEREST IN SECURITIES OF THE ISSUER
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(a) |
Mr. Downes beneficially owns an aggregate of 2,511,596 shares of Common Stock (which includes performance share units and options to purchase in the aggregate 1,051,646 shares of
Common Stock that vest and are exercisable within 60 days hereof), which represents approximately 7.6% of the outstanding shares of Common Stock of the Company. The percentage is based on 33,211,481 shares of Common Stock outstanding on
October 29, 2019, as reported in the Company’s quarterly report on Form 10-Q, filed with the SEC on November 4, 2019.
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(b) |
Number of shares as to which Mr. Downes has:
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(i) Sole power to vote or direct the vote:
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2,511,596
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(ii) Shared power to vote or direct the vote:
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0
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(iii) Sole power to dispose or direct the disposition of:
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2,511,596
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(iv) Shared power to dispose or direct the disposition of:
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0
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(c) |
During the past sixty days, the following transactions were effected for Mr. Downes’ account by a broker in the open market:
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Date
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Transaction
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No. of Shares
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Price per Share
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November 1, 2019
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Purchase
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5,500
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$27.5903 (1)
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November 4, 2019
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Purchase
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6,467
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$27.0575 (2)
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November 5, 2019
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Purchase
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3,600
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$27.5611 (3)
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November 6, 2019
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Purchase
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1,700
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$28.8929 (4)
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November 19, 2019
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Purchase
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2,100
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$29.3199 (5)
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November 20, 2019
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Purchase
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3,000
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$29.1737 (6)
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November 22, 2019
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Purchase
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5,000
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$29.0817 (7)
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CUSIP No. 91359V107
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SCHEDULE 13D
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Page 4 of 5 Pages
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(1) |
This price reflects the weighted average price. The shares were purchased in multiple transactions at prices ranging from $27.27 to $27.85, inclusive. Mr. Downes undertakes to provide
to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in footnotes (1) through (7) herein.
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(2) |
This price reflects the weighted average price. The shares were purchased in multiple transactions at prices ranging from $27.035 to $27.0586, inclusive.
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(3) |
This price reflects the weighted average price. The shares were purchased in multiple transactions at prices ranging from $27.51 to $27.61, inclusive.
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(4) |
This price reflects the weighted average price. The shares were purchased in multiple transactions at prices ranging from $28.75 to $29.00, inclusive.
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(5) |
This price reflects the weighted average price. The shares were purchased in multiple transactions at prices ranging from $29.26 to $29.8808, inclusive.
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(6) |
This price reflects the weighted average price. The shares were purchased in multiple transactions at prices ranging from $29.163 to $29.195, inclusive.
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(7) |
This price reflects the weighted average price. The shares were purchased in multiple transactions at prices ranging from $29.0204 to $29.1798, inclusive.
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(d) |
This Item 5(d) is not applicable.
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(e) |
This Item 5(e) is not applicable.
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CUSIP No. 91359V107
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SCHEDULE 13D
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Page 5 of 5 Pages
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SEAN P. DOWNES | |||
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By:
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/s/ Sean P. Downes |
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Name: Sean P. Downes |
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