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CUSIP NO. 48248M102 Page 11 of 16
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by (i) ValueAct Master Fund as the sole owner of the limited partnership
interests of ValueAct MFB, (ii) ValueAct Management L.P. as the manager of
each such investment partnership,(iii) ValueAct Management LLC, as General
Partner of ValueAct Management L.P., (iv) ValueAct Holdings, as the sole
owner of the limited partnership interests of ValueAct Management L.P. and
the membership interests of ValueAct Management LLC and as the majority
owner of the membership interests of VA Partners I and (v) ValueAct Holdings
GP, as General Partner of ValueAct Holdings. Common Units reported as
beneficially owned by ValueAct MFB are also reported as beneficially owned by
VA Partners I, as General Partner of ValueAct MFB. VA Partners I, ValueAct
Master Fund, ValueAct Management L.P., ValueAct Management LLC, ValueAct
Holdings and ValueAct Holdings GP also, directly or indirectly, may own
interests in one or more than one of the partnerships from time to time.
Unless otherwise indicated below, by reason of such relationship ValueAct MFB
is reported as having shared power to vote or to direct the vote, and shared
power to dispose or direct the disposition of, such shares of Common Units,
with VA Partners I, ValueAct Master Fund, ValueAct Management L.P., ValueAct
Management LLC, ValueAct Holdings and ValueAct Holdings GP. Information
regarding each of the Reporting Persons is set forth in Item 2 of this
Schedule 13D and is expressly incorporated by reference herein.
As of the date hereof, ValueAct MFB is the beneficial owner of
28,555,916 Common Units, representing approximately 6.1% of the Issuer's
outstanding Common Units. The number of Common Units set forth above excludes
cash-settled swaps disclosed in Item 6. All percentages set forth in this
Schedule 13D are based upon the Issuer's reported 469,983,183 outstanding
Common Units as reported in the Issuer's Form 10-Q filed on August 4, 2017
for the quarterly period ended June 30, 2017.
(c) The following table sets forth all transactions with respect to
the Common Units effected in the previous sixty days by the Reporting
Persons, inclusive of any transactions effected through 4:00 p.m., New York
City time, on August 21, 2017. Except as otherwise noted below, all such
transactions were purchases (or sales) of Common Units effected in the open
market.
Reporting Person Trade Date Buy/Sell Bought(Sold) Price/Share
---------------- ---------- -------- -------- -----------
ValueAct MFB 06/22/2017 Buy 500,000 18.62
ValueAct MFB 06/23/2017 Buy 500,000 18.67
ValueAct MFB 06/26/2017 Buy 500,000 18.35
ValueAct MFB 06/27/2017 Buy 500,000 18.44
ValueAct MFB 06/28/2017 Buy 500,000 18.48
ValueAct MFB 06/29/2017 Buy 500,000 18.42
ValueAct MFB 06/30/2017 Buy 500,000 18.61
ValueAct MFB 07/03/2017 Buy 200,000 18.73
ValueAct MFB 07/05/2017 Buy 500,000 18.32
ValueAct MFB 07/06/2017 Buy 500,000 18.32
ValueAct MFB 07/07/2017 Buy 500,000 18.40
ValueAct MFB 07/10/2017 Buy 500,000 18.84
ValueAct MFB 07/11/2017 Buy 500,000 18.93
ValueAct MFB 07/12/2017 Buy 500,000 19.01
ValueAct MFB 07/12/2017 Buy 141,800 19.00
ValueAct MFB 07/13/2017 Buy 500,000 19.22
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