Sec Form 3 Filing - Senator Investment Group LP @ CORELOGIC, INC. - 2020-06-26

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Senator Investment Group LP
2. Issuer Name and Ticker or Trading Symbol
CORELOGIC, INC. [ CLGX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
510 MADISON AVENUE, 28TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
06/26/2020
(Street)
NEW YORK, NY10022
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 2,176,190 I See Footnote ( 1 ) ( 2 ) ( 3 )
Common Stock 2,030,000 I See Footnote ( 1 ) ( 2 ) ( 4 )
Common Stock 2,300,000 I See Footnote ( 1 ) ( 2 ) ( 5 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Cash-settled swaps $ 48.2219 02/06/2020 11/17/2022 Common Stock 38,810 I See footnotes ( 1 ) ( 2 ) ( 6 ) ( 7 )
Cash-settled swaps $ 48.3298 02/07/2020 11/17/2022 Common Stock 135,000 I See footnotes ( 1 ) ( 2 ) ( 6 ) ( 7 )
Cash-settled swaps $ 48.6724 02/10/2020 11/17/2022 Common Stock 50,000 I See footnotes ( 1 ) ( 2 ) ( 6 ) ( 7 )
Cash-settled swaps $ 49.0463 02/11/2020 11/17/2022 Common Stock 165,000 I See footnotes ( 1 ) ( 2 ) ( 6 ) ( 7 )
Cash-settled swaps $ 48.9957 02/12/2020 11/17/2022 Common Stock 350,000 I See footnotes ( 1 ) ( 2 ) ( 6 ) ( 7 )
Cash-settled swaps $ 49.0984 02/13/2020 11/17/2022 Common Stock 100,000 I See footnotes ( 1 ) ( 2 ) ( 6 ) ( 7 )
Cash-settled swaps $ 49.5788 02/14/2020 11/17/2022 Common Stock 25,000 I See footnotes ( 1 ) ( 2 ) ( 6 ) ( 7 )
Cash-settled swaps $ 45.1583 02/28/2020 11/17/2022 Common Stock 75,000 I See footnotes ( 1 ) ( 2 ) ( 6 ) ( 7 )
Cash-settled swaps $ 46.8665 03/02/2020 11/17/2022 Common Stock 35,000 I See footnotes ( 1 ) ( 2 ) ( 6 ) ( 7 )
Cash-settled swaps $ 49.8382 03/04/2020 11/17/2022 Common Stock 75,000 I See footnotes ( 1 ) ( 2 ) ( 6 ) ( 7 )
Cash-settled swaps $ 49.576 03/06/2020 11/17/2022 Common Stock 25,000 I See footnotes ( 1 ) ( 2 ) ( 6 ) ( 7 )
Cash-settled swaps $ 46.8765 03/10/2020 11/17/2022 Common Stock 50,000 I See footnotes ( 1 ) ( 2 ) ( 6 ) ( 7 )
Cash-settled swaps $ 45.4174 03/11/2020 11/17/2022 Common Stock 50,000 I See footnotes ( 1 ) ( 2 ) ( 6 ) ( 7 )
Cash-settled swaps $ 43.0732 03/12/2020 11/17/2022 Common Stock 225,000 I See footnotes ( 1 ) ( 2 ) ( 6 ) ( 7 )
Cash-settled swaps $ 43.0962 03/13/2020 11/17/2022 Common Stock 200,000 I See footnotes ( 1 ) ( 2 ) ( 6 ) ( 7 )
Cash-settled swaps $ 41.8326 03/16/2020 11/17/2022 Common Stock 150,000 I See footnotes ( 1 ) ( 2 ) ( 6 ) ( 7 )
Cash-settled swaps $ 40.3112 05/04/2020 11/17/2022 Common Stock 15,000 I See footnotes ( 1 ) ( 2 ) ( 6 ) ( 7 )
Cash-settled swaps $ 45.7577 05/21/2020 11/17/2022 Common Stock 110,000 I See footnotes ( 1 ) ( 2 ) ( 6 ) ( 7 )
Cash-settled swaps $ 46.8373 05/22/2020 11/17/2022 Common Stock 50,000 I See footnotes ( 1 ) ( 2 ) ( 6 ) ( 7 )
Cash-settled swaps $ 49.1739 05/26/2020 11/17/2022 Common Stock 175,000 I See footnotes ( 1 ) ( 2 ) ( 6 ) ( 7 )
Cash-settled swaps $ 49.1231 05/27/2020 11/17/2022 Common Stock 50,000 I See footnotes ( 1 ) ( 2 ) ( 6 ) ( 7 )
Cash-settled swaps $ 49.7979 05/28/2020 11/17/2022 Common Stock 250,000 I See footnotes ( 1 ) ( 2 ) ( 6 ) ( 7 )
Cash-settled swaps $ 49.2578 05/29/2020 11/17/2022 Common Stock 200,000 I See footnotes ( 1 ) ( 2 ) ( 6 ) ( 7 )
Cash-settled swaps $ 49.972 06/01/2020 11/17/2022 Common Stock 125,000 I See footnotes ( 1 ) ( 2 ) ( 6 ) ( 7 )
Cash-settled swaps $ 49.9835 06/02/2020 11/17/2022 Common Stock 75,000 I See footnotes ( 1 ) ( 2 ) ( 6 ) ( 7 )
Cash-settled swaps $ 50.0289 06/04/2020 11/17/2022 Common Stock 275,000 I See footnotes ( 1 ) ( 2 ) ( 6 ) ( 7 )
Cash-settled swaps $ 50.0241 06/05/2020 11/17/2022 Common Stock 81,000 I See footnotes ( 1 ) ( 2 ) ( 6 ) ( 7 )
Cash-settled swaps $ 50.03 06/08/2020 11/17/2022 Common Stock 300,000 I See footnotes ( 1 ) ( 2 ) ( 6 ) ( 7 )
Cash-settled swaps $ 49.4187 06/10/2020 11/17/2022 Common Stock 50,000 I See footnotes ( 1 ) ( 2 ) ( 6 ) ( 7 )
Cash-settled swaps $ 48.0966 06/11/2020 11/17/2022 Common Stock 375,000 I See footnotes ( 1 ) ( 2 ) ( 6 ) ( 7 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Senator Investment Group LP
510 MADISON AVENUE, 28TH FLOOR
NEW YORK, NY10022
X
Senator Management LLC
510 MADISON AVENUE, 28TH FLOOR
NEW YORK, NY10022
X
Senator GP LLC
510 MADISON AVENUE, 28TH FLOOR
NEW YORK, NY10022
X
Senator Master GP LLC
510 MADISON AVENUE, 28TH FLOOR
NEW YORK, NY10022
X
Silverman Douglas
510 MADISON AVENUE, 28TH FLOOR
NEW YORK, NY10022
X
Cannae Holdings, Inc.
1701 VILLAGE CENTER CIRCLE
LAS VEGAS, NV89134
X
Cannae Holdings, LLC
1701 VILLAGE CENTER CIRCLE
LAS VEGAS, NV89134
X
Signatures
SENATOR INVESTMENT GROUP LP; by: /s/ Evan Gartenlaub, General Counsel 07/06/2020
Signature of Reporting Person Date
SENATOR MANAGEMENT LLC; by: /s/ Evan Gartenlaub, General Counsel 07/06/2020
Signature of Reporting Person Date
SENATOR GP LLC; by: /s/ Evan Gartenlaub, General Counsel 07/06/2020
Signature of Reporting Person Date
SENATOR MASTER GP LLC; by: /s/ Evan Gartenlaub, General Counsel 07/06/2020
Signature of Reporting Person Date
Douglas Silverman; By /s/Evan Gartenlaub as Attorney-in-Fact 07/06/2020
Signature of Reporting Person Date
CANNAE HOLDINGS, INC.; by: /s/ Michael L. Gravelle, Executive Vice President, General Counsel and Corporate Secretary 07/06/2020
Signature of Reporting Person Date
CANNAE HOLDINGS, LLC; by: /s/ Michael L. Gravelle, Managing Director, General Counsel and Corporate Secretary 07/06/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )In addition to Senator Investment Group LP ("Senator"), the investment manager to SFS (as defined below) and SGOM (as defined below), this Form 3 is being filed jointly by (i) Senator Management LLC, as the general partner of Senator; (ii) Senator GP LLC, as the general partner of SGOM; (iii) Senator Master GP LLC, as the general partner of SFS; (iv) Douglas Silverman, as CEO of Senator; (v) Cannae Holdings, Inc., a Delaware corporation ("Cannae") and (vi) Cannae Holdings, LLC, a wholly-owned subsidiary of Cannae ("Cannae Holdings"), each of whom may be deemed to have a pecuniary interest in certain of the securities reported on this Form 3 (the "Subject Securities"). The Reporting Persons may be deemed members of a "group" (within the meaning of Rule 13d-5 under the Exchange Act). [cont'd in FN2]
( 2 )[cont'd from FN 1] Each of the Reporting Persons may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 of the Exchange Act for any other purpose.
( 3 )Shares of common stock owned directly by Senator Focused Strategies LP ("SFS").
( 4 )Shares of common stock owned directly by Senator Global Opportunity Master Fund LP ("SGOM").
( 5 )Shares of common stock owned directly by Cannae Holdings.
( 6 )Reflects cash-settled swap agreements entered into by SFS with unaffiliated third-party financial institutions as counterparties at reference prices between $40.3112 and $50.03. The cash-settled swaps establish notional exposure to a total of 3,942,810 shares of the Issuer's common stock. Under the terms of the cash-settled swaps, (i) SFS will be obligated to pay to the counterparty any negative price performance versus the reference price of the specified notional number of shares subject to the swaps as of the expiration date of such swaps, plus interest at the rate set forth in the applicable contracts, and (ii) the counterparty will be obligated to pay SFS any positive price performance versus the reference price of the specified notional number of shares subject to the swaps as of the expiration date of the swaps. [cont'd in FN 7]
( 7 )[cont'd from FN 6] The counterparty is obligated to make payments to SFS in an amount equal to dividends paid on the specified notional number of shares during the terms of the swaps. All payments under the swaps will be settled in cash, and the swaps may be settled at any time prior to the expiration date.

Remarks:
Multiple Forms filed, 1 of 2

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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