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Form SC 13D/A ALLERGAN INC Filed by: Pershing Square Capital Management, L.P.

November 21, 2014 6:02 AM EST

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(a)

Under the Securities Exchange Act of 1934

Amendment No. 14

ALLERGAN, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

018490102

(CUSIP Number)

Roy J. Katzovicz, Esq.

Pershing Square Capital Management, L.P.

888 Seventh Avenue, 42nd Floor

New York, New York 10019

212-813-3700

with a copy to:

Stephen Fraidin, Esq.

Richard M. Brand, Esq.

Kirkland & Ellis LLP

601 Lexington Avenue

New York, NY 10022

212-446-4800

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 19, 2014

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule�13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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 Rule�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)


�� 13D ��
CUSIP No. 018490102 �� �� Page 2

��1�

Name of reporting person

Pershing Square Capital Management, L.P.

��2

Check the appropriate box if a member of a group (see instructions)

(a)����������(b)��x

��3

SEC use only

��4

Source of funds (see instructions)

����OO (See Item 3)

��5

Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)����

��6

Citizenship or place or organization

����Delaware

Number�of

shares

beneficially

owned�by

each

reporting

person

with

�� ��7� ��

Sole voting power

����NONE

�� ��8 ��

Shared voting power

����26,635,978

�� ��9 ��

Sole dispositive power

����NONE

�� 10 ��

Shared dispositive power

����26,635,978

11

Aggregate amount beneficially owned by each person

����26,635,978

12

Check box if the aggregate amount in Row (11) excludes certain shares����

13

Percent of class represented by amount in Row (11)

����8.9%1

14

Type of reporting person

����IA

1 Calculated based on 297,898,630 shares of common stock, $0.01 par value, of Allergan, Inc., outstanding as of October 31, 2014, as reported in Allergan, Inc.�s Quarterly Report on Form 10-Q for the period ended September 30, 2014, as filed with the Securities and Exchange Commission on November 4, 2014.


�� 13D ��
CUSIP No. 018490102 �� �� Page 3

��1�

Name of reporting person

PS Management GP, LLC

��2

Check the appropriate box if a member of a group (see instructions)

(a)����������(b)��x

��3

SEC use only

��4

Source of funds (see instructions)

����OO (See Item 3)

��5

Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)����

��6

Citizenship or place or organization

����Delaware

Number�of

shares

beneficially

owned�by

each

reporting

person

with

�� ��7� ��

Sole voting power

����NONE

�� ��8 ��

Shared voting power

����26,635,978

�� ��9 ��

Sole dispositive power

����NONE

�� 10 ��

Shared dispositive power

����26,635,978

11

Aggregate amount beneficially owned by each person

����26,635,978

12

Check box if the aggregate amount in Row (11) excludes certain shares����

13

Percent of class represented by amount in Row (11)

����8.9%2

14

Type of reporting person

����OO

2 Calculated based on 297,898,630 shares of common stock, $0.01 par value, of Allergan, Inc., outstanding as of October 31, 2014, as reported in Allergan, Inc.�s Quarterly Report on Form 10-Q for the period ended September 30, 2014, as filed with the Securities and Exchange Commission on November 4, 2014.


�� 13D ��
CUSIP No. 018490102 �� �� Page 4

��1�

Name of reporting person

William A. Ackman

��2

Check the appropriate box if a member of a group (see instructions)

(a)����������(b)��x

��3

SEC use only

��4

Source of funds (see instructions)

����OO (See Item 3)

��5

Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)����

��6

Citizenship or place or organization

����United States

Number�of

shares

beneficially

owned�by

each

reporting

person

with

�� ��7� ��

Sole voting power

����NONE

�� ��8 ��

Shared voting power

����26,635,978

�� ��9 ��

Sole dispositive power

����NONE

�� 10 ��

Shared dispositive power

����26,635,978

11

Aggregate amount beneficially owned by each person

����26,635,978

12

Check box if the aggregate amount in Row (11) excludes certain shares����

13

Percent of class represented by amount in Row (11)

����8.9%3

14

Type of reporting person

����IN

3 Calculated based on 297,898,630 shares of common stock, $0.01 par value, of Allergan, Inc., outstanding as of October 31, 2014, as reported in Allergan, Inc.�s Quarterly Report on Form 10-Q for the period ended September 30, 2014, as filed with the Securities and Exchange Commission on November 4, 2014.


��

13D

��
CUSIP No. 018490102 �� �� Page 5

Item�1. Security and Issuer

This amendment No.�14 to Schedule 13D (this �Amendment No.�14�), which amends and supplements the statement on Schedule�13D filed on April�21, 2014 (the �Original 13D�), as amended and supplemented by amendment No.�1 (�Amendment No.�1�), filed on May�2, 2014, amendment No.�2 (�Amendment No.�2�), filed on May�5, 2014, amendment No.�3 (�Amendment No.�3�), filed on May�12, 2014, amendment No.�4 (�Amendment No.�4�), filed on May�19, 2014, amendment No.�5 (�Amendment No.�5�), filed on May�21, 2014, amendment No.�6 (�Amendment No.�6�), filed on June�2, 2014, amendment No.�7 (�Amendment No.�7�), filed on June�13, 2014, amendment No.�8 (�Amendment No.�8�), filed on June�30, 2014, amendment No.�9 (�Amendment No.�9�), filed on July�17, 2014, amendment No.�10 (�Amendment No.�10�), filed on August�6, 2014, amendment No.�11 (�Amendment No.�11�), filed on September�9, 2014, amendment No.�12 (�Amendment No.�12�), filed on September�23, 2014, and amendment No.�13 (�Amendment No.�13�), filed on November�7, 2014 (the Original�13D as amended and supplemented by Amendment No.�1, Amendment No.�2, Amendment No.�3, Amendment No.�4, Amendment No.�5, Amendment No.�6, Amendment No.�7, Amendment No.�8, Amendment No.�9, Amendment No.�10, Amendment No.�11, Amendment No.�12, Amendment No.�13, and this Amendment No.�14, the �Schedule 13D�), by (i)�Pershing Square Capital Management, L.P., a Delaware limited partnership (�Pershing Square�); (ii)�PS Management GP, LLC, a Delaware limited liability company (�PS Management�) and (iii)�William A. Ackman, a citizen of the United States (together with Pershing Square and PS Management, the �Reporting Persons�) relates to the common stock, par value $0.01 per share (the �Common Stock�), of Allergan, Inc., a Delaware corporation (the �Issuer�). The principal executive offices of the Issuer are located at: 2525 Dupont Drive, Irvine, California, 92612.

Capitalized terms not defined in this Amendment No.�14 shall have the meaning ascribed to them in the Schedule 13D. Except as set forth herein, the Schedule 13D is unmodified.

Item�4. Purpose of Transaction

Item�4 of the Schedule 13D is hereby amended and supplemented by adding the following information:

On November�18, 2014, Pershing Square filed a Form RW with the Securities and Exchange Commission (the �SEC�) withdrawing its previously filed Definitive Proxy Statement and suspended all solicitation efforts with respect to the December�18 special meeting of Allergan shareholders.

On November�20, 2014, Valeant, Valeant USA, PS Fund 1 and Pershing Square entered into an agreement (the �November 20 Agreement�) amending their letter agreement dated February�25, 2014. On November�19, 2014 and November�20, 2014, PS Fund 1 sold 2,242,560 shares of Common Stock allocated to Valeant USA under the amended and restated limited liability company agreement of PS Fund 1, dated as of April�3, 2014. As a result of the allocations required by the November 20 Agreement, Valeant USA is no longer be a member of PS Fund 1 and Valeant, Valeant USA and their affiliates will have no further interest in PS Fund 1, except for the right to receive payments required by the November�20 Agreement.

The November�20 Agreement is filed as Exhibit 99.40 and is incorporated by reference into this Item�4 as if restated in full herein. The foregoing description of the November�20 Agreement is qualified in its entirety by reference to the November�20 Agreement.

Item�5. Interest in Securities of the Issuer

Item�5 of the Schedule 13D is hereby amended and supplemented by adding the following information:

(a), (b)�Based upon the Issuer�s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on November�4, 2014, there were 297,898,630 shares of Common Stock issued and outstanding as of October�31, 2014.

Between November�19, 2014 and November�20, 2014, PS Fund 1 sold the 2,242,560 shares of Common Stock. Based on the foregoing, as of November�20, 2014, the 26,635,978 shares of Common Stock (the �Subject Shares�) beneficially owned by the Reporting Persons represent approximately 8.9% of the shares of Common Stock issued and outstanding.

As of the date hereof, none of the Reporting Persons own any shares of Common Stock other than the Subject Shares covered in this Statement.

(c) Exhibit 99.41, which is incorporated by reference into this Item�5(c) as if restated in full, describes all of the transactions in shares of Common Stock that were effected in the past 60 days by the Reporting Persons for the benefit of PS Fund 1. Except as set forth in Exhibit 99.41 attached hereto, within the last 60 days, no reportable transactions were effected by any Reporting Person.

(e) Not applicable.

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

Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following information:

The disclosure contained in Item 4 is incorporated herein by reference.

Item�7. Material to be Filed as Exhibits.

Exhibit�99.40 ��

Agreement, dated November 20, 2014, between Pershing Square Capital Management, L.P., PS Fund 1, LLC, Valeant Pharmaceuticals International, Inc. and Valeant Pharmaceuticals International.

Exhibit�99.41 �� Trading data


��

13D

��
CUSIP No. 018490102 �� �� Page 6

SIGNATURES

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

Date: November�20, 2014 PERSHING SQUARE CAPITAL MANAGEMENT, L.P.
By: �� PS Management GP, LLC, its General Partner
By: ��

/s/ William A. Ackman

�� William A. Ackman
�� Managing Member
PS MANAGEMENT GP, LLC
By: ��

/s/William A. Ackman

�� William A. Ackman
�� Managing Member

/s/ William A. Ackman

William A. Ackman


��

13D

��
CUSIP No. 018490102 �� �� Page 7

EXHIBIT INDEX

Exhibit

��

Description

Exhibit 99.1 �� Joint Filing Agreement, dated as of April 21, 2014, among Pershing Square Capital Management, L.P., PS Management GP, LLC and William A. Ackman.*
Exhibit 99.2 �� Trading data.*
Exhibit 99.3 �� Letter Agreement, dated as of February 25, 2014, among Pershing Square Capital Management, L.P. and Valeant Pharmaceuticals International, Inc.*
Exhibit 99.4 �� Amended and Restated Limited Liability Company Agreement of PS Fund 1, LLC, dated as of April 3, 2014, by and among Pershing Square Capital Management, L.P., Pershing Square L.P., Pershing Square II, L.P., Pershing Square International, Ltd., Pershing Square Holdings, Ltd., and Valeant Pharmaceuticals International.*
Exhibit 99.5 �� Letter to Michael R. Gallagher from Pershing Square Capital Management, L.P., dated as of May 5, 2014.*
Exhibit 99.7 �� Letter to Allergan, Inc. Board of Directors from Pershing Square Capital Management, L.P., dated as of May 19, 2014.*
Exhibit 99.8 �� Letter to Allergan, Inc. Board of Directors from Pershing Square Capital Management, L.P., dated as of May 21, 2014.*
Exhibit 99.9 �� Letter Agreement, dated as of May 30, 2014, between Pershing Square Capital Management, L.P. and Valeant Pharmaceuticals International, Inc.*
Exhibit�99.10 �� Press Release, dated June 13, 2014.*
Exhibit�99.11 �� Press Release, dated June 27, 2014.*
Exhibit 99.12 �� Stipulation and Order Regarding Application of Allergan Rights Plan and Dismissal Without Prejudice, dated June�28, 2014.*
Exhibit 99.13 �� Letter to Allergan, Inc. Board of Directors from Pershing Square Capital Management, L.P., dated as of July 16, 2014.*
Exhibit 99.14 �� Form of Share Call Option Master Confirmation and Form of Amendment to Share Call Option Master Confirmation.*
Exhibit 99.15 �� Form of Share Forward Master Confirmation.*
Exhibit 99.16 �� Letter Agreement, executed July 15, 2014, between Pershing Square Capital Management, L.P. and Valeant Pharmaceuticals, Inc.*
Exhibit 99.17 �� Share Call Option Master Confirmation, by and among PS Fund 1 and Nomura International plc, dated as of February 27, 2014, and Amendment to Share Call Option Master Confirmation, by and among PS Fund 1 and Nomura International plc, dated as of April 17, 2014.*
Exhibit 99.18 �� Share Call Option Supplemental Confirmation, by and among PS Fund 1 and Nomura International plc, dated as of March 3, 2014.*


��

13D

��
CUSIP No. 018490102 �� �� Page 8

Exhibit�99.19 �� Share Call Option Supplemental Confirmation, by and among PS Fund 1 and Nomura International plc, dated as of March�6, 2014.*
Exhibit 99.20 �� Share Call Option Supplemental Confirmation, by and among PS Fund 1 and Nomura International plc, dated as of March 11, 2014.*
Exhibit 99.21 �� Share Call Option Supplemental Confirmation, by and among PS Fund 1 and Nomura International plc, dated as of March 14, 2014.*
Exhibit 99.22 �� Share Call Option Supplemental Confirmation, by and among PS Fund 1 and Nomura International plc, dated as of March 19, 2014.*
Exhibit 99.23 �� Share Call Option Supplemental Confirmation, by and among PS Fund 1 and Nomura International plc, dated as of March 24, 2014.*
Exhibit 99.24 �� Share Call Option Supplemental Confirmation, by and among PS Fund 1 and Nomura International plc, dated as of March 27, 2014.*
Exhibit 99.25 �� Share Call Option Supplemental Confirmation, by and among PS Fund 1 and Nomura International plc, dated as of April 1, 2014.*
Exhibit 99.26 �� Share Call Option Supplemental Confirmation, by and among PS Fund 1 and Nomura International plc, dated as of April 4, 2014.*
Exhibit 99.27 �� Share Call Option Supplemental Confirmation, by and among PS Fund 1 and Nomura International plc, dated as of April 8, 2014.*
Exhibit 99.28 �� Share Call Option Supplemental Confirmation, by and among PS Fund 1 and Nomura International plc, dated as of April 11, 2014.*
Exhibit 99.29 �� Share Call Option Supplemental Confirmation, by and among PS Fund 1 and Nomura International plc, dated as of April 14, 2014.*
Exhibit 99.30 �� Share Call Option Supplemental Confirmation, by and among PS Fund 1 and Nomura International plc, dated as of April 15, 2014.*
Exhibit 99.31 �� Share Call Option Supplemental Confirmation, by and among PS Fund 1 and Nomura International plc, dated as of April 16, 2014.*
Exhibit 99.32 �� Share Call Option Supplemental Confirmation, by and among PS Fund 1 and Nomura International plc, dated as of April 17, 2014.*
Exhibit 99.33 �� Share Forward Master Confirmation, by and among PS Fund 1 and Nomura International plc, dated as of April�21, 2014.*
Exhibit 99.34 �� Share Forward Supplemental Confirmation, by and among PS Fund 1 and Nomura International plc, dated as of April 21, 2014.*
Exhibit 99.35 �� Guarantee, by and among Pershing Square, L.P., Pershing Square II, L.P., Pershing Square International, Ltd., and Pershing Square Holdings, Ltd. and Nomura International plc, dated as of April 17, 2014.*
Exhibit 99.36 �� Confidentiality Agreement, by and among Pershing Square Capital Management, L.P. and Valeant Pharmaceuticals International, Inc., dated as of February 9, 2014, and Amended and Restated Confidentiality Agreement, by and among Pershing Square Capital Management, L.P. and Valeant Pharmaceuticals International, Inc., dated as of February 20, 2014.*


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13D

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CUSIP No. 018490102 �� �� Page 9

Exhibit�99.37 �� Letter to Allergan, Inc. Board of Directors from Pershing Square Capital Management, L.P., dated as of September�9, 2014.*
Exhibit 99.38 �� Letter to Allergan, Inc. Board of Directors from Pershing Square Capital Management, L.P., dated as of September�23, 2014.*
Exhibit 99.39 �� Letter to Allergan, Inc. Board of Directors from Pershing Square Capital Management, L.P., dated as of November�7, 2014.*
Exhibit 99.40 ��

Agreement, dated November 20, 2014, between Pershing Square Capital Management, L.P., PS Fund 1, LLC, Valeant Pharmaceuticals International, Inc. and Valeant Pharmaceuticals International.

Exhibit 99.41 �� Trading data.

* Previously Filed

Exhibit 99.40

November�20, 2014

Pershing Square Capital Management, L.P.

888 Seventh Avenue, 42nd Floor

New York, New York 10019

Attention: William A. Ackman

Mr.�Ackman:

Reference is made to (i)�that certain letter agreement, dated as of February�9, 2014 (the �Confidentiality Agreement�), between Pershing Square Capital Management, L.P. (together with its controlled affiliates, and including any successor thereto, �you� or �Pershing Square�) and Valeant Pharmaceuticals International, Inc. (together with its controlled affiliates, and including any successor thereto, the �Company�), (ii)�that certain letter agreement, dated as of February�25, 2014 and as amended May�30, 2014 (the �February 25 Agreement�), between Pershing Square and the Company executed in connection with a potential transaction related to Allergan, Inc. (�Allergan�) and (iii)�the Amended and Restated LLC Agreement of PS Fund 1, LLC, dated as of April�3, 2014 (the �LLC Agreement�) entered into in connection with the February�25 Agreement. Capitalized terms used in this letter agreement (this �Agreement�) but not defined herein shall have the meanings given to such terms in the February�25 Agreement.

1. Sale of Company Allocated Sales. Pershing Square has caused PS Fund 1, LLC (�PS 1�) to sell 597,431 shares of Allergan Common Stock (the �Company Allocated Shares�) for the benefit of the Company.

2. Net Transaction Profits. In respect of the Company�s Net Transaction Profits, PS 1 has allocated to Valeant USA 1,645,129 shares of Allergan Common Stock (the �Company Profit Shares�) (based on the Company�s entitlement to Net Transaction Profits equal to $344,160,930 at a price per share of Allergan Common Stock of $209.20), with respect to which, as of the date hereof, all economic benefits and burdens have been allocated exclusively to Valeant USA. As such, the Company hereby irrevocably instructs Pershing Square to cause PS 1 to sell such Company Profit Shares as soon as


reasonably practicable for the benefit of Valeant USA. Pershing Square hereby agrees and acknowledges that no shares of Allergan Common Stock shall be sold by PS 1 until all of the Company Allocated Shares and the Company Profit Shares have been sold. In addition, the Company Allocated Shares and the Company Profit Shares have been hereby identified on the books and records of PS 1 based on the relevant tax lot numbers as follows: (a)�Company Allocated Shares having tax lot date February�25, 2014 and February�26, 2014, and (b)�Company Profit Shares having tax lot date May�1, 2014.

3. Payment.

(a) In making such sales of the Company Allocated Shares and Company Profit Shares, Pershing Square and PS 1 sought and shall in good faith seek to obtain the highest price possible for the Company Allocated Shares and Company Profit Shares and shall seek to minimize any transaction costs related to such sales of the Company Allocated Shares and Company Profit Shares to the extent that minimizing such costs does not affect obtaining the optimal price for the Company Allocated Shares and Company Profit Shares.

(b) Pershing Square shall cause PS 1 to pay to Valeant Pharmaceuticals International (�Valeant USA�) by wire transfer of immediately available funds to the account set forth on Schedule 1 hereto within four business days of the date hereof with respect to the sale of all of the Company Allocated Shares and within four business days of the sale of any Company Profit Shares, the proceeds of the sales of the Company Allocated Shares and Company Profit Shares (net of any out of pocket costs paid to third parties necessarily incurred in connection with such sales) together with all income attributable to such shares (including any declared, but unpaid dividends) since their purchase by or on behalf of PS 1.

4. PS Fund 1 Membership. Upon the allocation of the Company Profit Shares pursuant to Section�2 hereof, Valeant USA shall no longer be a member of PS 1 and the Company, Valeant USA and their affiliates shall have no further interest in PS 1 (except the right to be paid as required by Section�3(b) hereof). Valeant acknowledges and agrees for itself and on behalf of each of its controlled affiliates that following payment of all amounts owed hereunder, Pershing Square may amend the LLC Agreement in any manner it deems fit; provided that such amendments do not adversely affect any rights Valeant USA may have under Sections 16 and 17 of the LLC Agreement.

5. Settlement of Accounts. The allocation of the Company Profit Shares pursuant to Section�2 hereof and the payment of the aggregate amounts set forth in Sections 1, 2 and 3(b) hereunder shall be in full satisfaction of all of Pershing Square�s and PS 1�s payment obligations under Section�3 under the February�25 Agreement and in full satisfaction of any related payment obligations with respect to the Company�s capital

2


account, share of Net Transaction Profits and any capital contributions to or distributions from PS 1 or any other payment obligations under the LLC Agreement. The parties hereto further agree that Section�1(e) of the February�25 Agreement shall terminate and be of no further force or effect. The Company hereby acknowledges that all of its rights under Section�3 of the February�25 Agreement are rights of Valeant USA and that no amounts are owed thereunder to any entity other than Valeant USA or to the Company.

6. Cooperation. Each of Pershing Square and the Company agree to cooperate with each other in connection with the litigation in the Federal District Court of California (Case Number 14-cv-01214), Allergan, Inc. et al. v. Valeant Pharmaceuticals International, Inc. et al., and any other claims arising from, relating to, or in connection with the facts giving rise to such litigation, and the parties shall bear their respective fees, costs and liabilities, if any, relating to any such claims.

7. Miscellaneous.

(a) This Agreement, the Confidentiality Agreement, the February�25 Agreement, and the LLC Agreement constitute the entire agreement among the parties hereto pertaining to the subject matter hereof and supersede all prior and contemporaneous agreements and understandings of the parties in connection therewith. Where the terms of this Agreement conflict with the Confidentiality Agreement, the February�25 Agreement, and/or the LLC Agreement, the terms of this Agreement shall govern.

(b) Sections 5(a), (c), (d), (e), (f), (g), (h)�and (i)�of the Confidentiality Agreement shall apply to this Agreement, mutatis mutandis.

(c) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same Agreement.

[The next page is the signature page]

3


If you are in agreement with the foregoing, please so indicate by signing and returning one copy of this Agreement, whereupon this Agreement will constitute our agreement with respect to the subject matter hereof.

Very truly yours,
VALEANT PHARMACEUTICALS INTERNATIONAL, INC.
By

/s/ J. Michael Pearson

Name: J. Michael Pearson
Title: Chairman and Chief Executive Officer

VALEANT PHARMACEUTICALS INTERNATIONAL
By

/s/ J. Michael Pearson

Name: J. Michael Pearson
Title: Chairman and Chief Executive Officer

CONFIRMED AND AGREED TO:

PERSHING SQUARE CAPITAL

MANAGEMENT, L.P.

By: PS Management GP, LLC, its

General Partner

By

/s/ William A. Ackman

Name: William A. Ackman
Title: Managing Member
Dated:


PS FUND 1, LLC

By: Pershing Square Capital Management, L.P.,

as its Investment Manager

By: PS Management GP, LLC,

as its General Partner

By:

/s/ William A. Ackman

Name: William A. Ackman
Title: Managing Member

2

Exhibit 99.41

�� TRADING DATA

Name

�� Trade Date �� Buy/Sell/Exercise �� No.�of�Shares�/�Quantity
�� Unit�Price
�� Strike�Price
�� Trade�Amount �� Security �� Expiration�Date

PS Fund 1, LLC

�� November�19,�2014 �� Sell �� 591,051 �� �� $ 212.80 �� �� N/A �� $ 125,776,183 �� �� Common�Stock �� N/A

PS Fund 1, LLC

�� November 20, 2014 �� Sell �� 1,651,509 �� �� $ 210.36 �� �� N/A �� $ 347,411,105 �� �� Common Stock �� N/A


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