Schedule 13D Amendment No. 11

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

SOLE VOTING POWER

-0-

SHARED VOTING POWER

-0-

SOLE DISPOSITIVE POWER

-0-

SHARED DISPOSITIVE POWER

-0-

SC 13D/A 1 d900831dsc13da.htm SCHEDULE 13D AMENDMENT NO. 11 Schedule 13D Amendment No. 11

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 11)

CoreLogic, Inc.

(Name of Issuer)

Common Stock, par value $0.00001 per share

(Title of Class of Securities)

21871D103

(CUSIP Number)

Evan Gartenlaub

General Counsel

Senator Investment Group LP

510 Madison Avenue, 28th Floor

New York, New York 10022

(212) 376-4300

Michael L. Gravelle

Executive Vice President, General Counsel and

Corporate Secretary

Cannae Holdings, Inc.

1701 Village Center Circle

Las Vegas, NV 89134

(703) 323-7330

With a copy to:

Richard M. Brand

Stephen Fraidin

Joshua A. Apfelroth

Cadwalader, Wickersham & Taft LLP

200 Liberty Street

New York, New York 10281

(212) 504-6000

Michael J. Aiello

Eoghan P. Keenan

Weil, Gotshal & Manges LLP

767 5th Avenue

New York, New York 10153

(212) 310-8000

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

February 4, 2021

(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), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐

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).

(Page 1 of 12 Pages)


CUSIP No. 21871D103		SCHEDULE 13D		Page 2 of 12 Pages


1		NAME OF REPORTING PERSON Senator Investment Group LP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

⁽¹⁾	Calculated based on 77,778,688 shares of common stock, $0.00001 par value per share (the “Common Stock”), of CoreLogic, Inc. (the “Issuer”), outstanding as of October 28, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 4, 2020.


CUSIP No. 21871D103		SCHEDULE 13D		Page 3 of 12 Pages


1		NAME OF REPORTING PERSON Senator Management LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

⁽¹⁾	Calculated based on 77,778,688 shares of Common Stock, outstanding as of October 28, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 4, 2020.


CUSIP No. 21871D103		SCHEDULE 13D		Page 4 of 12 Pages


1		NAME OF REPORTING PERSON Senator GP LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

⁽¹⁾	Calculated based on 77,778,688 shares of Common Stock, outstanding as of October 28, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 4, 2020.


CUSIP No. 21871D103		SCHEDULE 13D		Page 5 of 12 Pages


1		NAME OF REPORTING PERSON Senator Master GP LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

⁽¹⁾	Calculated based on 77,778,688 shares of Common Stock, outstanding as of October 28, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 4, 2020.


CUSIP No. 21871D103		SCHEDULE 13D		Page 6 of 12 Pages


1		NAME OF REPORTING PERSON Douglas Silverman
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States

⁽¹⁾	Calculated based on 77,778,688 shares of Common Stock, outstanding as of October 28, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 4, 2020.


CUSIP No. 21871D103		SCHEDULE 13D		Page 7 of 12 Pages


1		NAME OF REPORTING PERSON Cannae Holdings, Inc.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

⁽¹⁾	Calculated based on 77,778,688 shares of Common Stock, outstanding as of October 28, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 4, 2020.


CUSIP No. 21871D103		SCHEDULE 13D		Page 8 of 12 Pages


1		NAME OF REPORTING PERSON Cannae Holdings, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS WC
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

⁽¹⁾	Calculated based on 77,778,688 shares of Common Stock, outstanding as of October 28, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 4, 2020.


CUSIP No. 21871D103		SCHEDULE 13D		Page 9 of 12 Pages

This Amendment No. 11 to Schedule 13D (this “Amendment No. 11”) relates to the Schedule 13D filed on June 30, 2020 (the “Initial 13D” and, as amended and supplemented through the date of this Amendment No. 11, collectively, the “Schedule 13D”) by the Reporting Persons, relating to the Common Stock of the Issuer. Capitalized terms used but not defined in this Amendment No. 11 shall have the meaning set forth in the Schedule 13D. This Amendment No. 11 amends and supplements Item 5 and Item 6 as set forth below.

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) See rows (11) and (13) of the cover pages to this Schedule 13D, which are incorporated by reference herein, for the aggregate number of shares of Common Stock and the percentage of the Common Stock beneficially owned by each of the Reporting Persons. The percentage reported in this Schedule 13D is calculated based upon the 77,778,688 shares of Common Stock outstanding as of October 28, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 4, 2020. To Cannae’s and Cannae Holdings’ knowledge, none of the Scheduled Persons beneficially own any shares of Common Stock.

(b) See rows (7) through (10) of the cover pages to this Schedule 13D, which are incorporated by reference herein, for the number of shares of Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.

(c) Except as set forth on Schedule 1 attached hereto, there have been no transactions in the shares of Common Stock since the filing of Amendment No. 10 by any of the Reporting Persons or, to the knowledge of the Reporting Persons, any of the Scheduled Persons.

(d) Not applicable.

(e) As a result of the transactions described herein, each of the Reporting Persons ceased to be a beneficial owner of more than five percent of the Shares. The filing of this Amendment No. 11 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons.

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:

On February 4, 2021, Senator Focused Strategies LP submitted notices to the counterparties of the Total Return Swaps for physical settlement of Total Return Swaps referencing an aggregate of 110,090 shares of Common Stock. As a result of such settlements, Senator Focused Strategies LP is no longer party to any Total Return Swaps.


CUSIP No. 21871D103		SCHEDULE 13D		Page 10 of 12 Pages

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: February 4, 2021

SENATOR INVESTMENT GROUP LP

/s/ Evan Gartenlaub

Name: Evan Gartenlaub

Title: General Counsel

SENATOR MANAGEMENT LLC

/s/ Evan Gartenlaub

Name: Evan Gartenlaub

Title: General Counsel

SENATOR GP LLC

/s/ Evan Gartenlaub

Name: Evan Gartenlaub

Title: General Counsel

SENATOR MASTER GP LLC

/s/ Evan Gartenlaub

Name: Evan Gartenlaub

Title: General Counsel

/s/ Evan Gartenlaub as Attorney-in-Fact*

DOUGLAS SILVERMAN

CANNAE HOLDINGS, INC.

/s/ Michael L. Gravelle

Name: Michael L. Gravelle

Title: Executive Vice President, General Counsel and Corporate Secretary

CANNAE HOLDINGS, LLC

/s/ Michael L. Gravelle

Name: Michael L. Gravelle

Title: Managing Director, General Counsel and Corporate Secretary

*	Pursuant to a Power of Attorney attached to the Schedule 13G filed on April 24, 2013 by Senator Investment Group LP in respect of its ownership in Tamino Corporation.


CUSIP No. 21871D103		SCHEDULE 13D		Page 11 of 12 Pages

Schedule I

TRADING DATA

Name

Trade
Date

Buy/Sell

No. of
Shares /
Quantity

Unit Cost

Strike
Price

Trade Amount

Security

Expiration
Date

Senator Global Opportunity Master Fund LP

1/12/2021

Sell to close

18,707

75.1904

(a)

N/A

1,406,586.81

Common Stock

N/A

Senator Focused Holdings LP

1/12/2021

Sell to close

9,629

75.1904

(a)

N/A

724,008.36

Common Stock

N/A

Senator Global Opportunity Master Fund LP

1/13/2021

Sell to close

26,301

75.2231

(b)

N/A

1,978,442.75

Common Stock

N/A

Senator Focused Holdings LP

1/13/2021

Sell to Close

13,539

75.2231

(b)

N/A

1,018,445.55

Common Stock

N/A

Senator Global Opportunity Master Fund LP

1/14/2021

Sell to Close

36,574

75.0758

(c)

N/A

2,745,822.31

Common Stock

N/A

Senator Focused Holdings LP

1/14/2021

Sell to Close

18,826

75.0758

(c)

N/A

1,413,377.01

Common Stock

N/A

Senator Global Opportunity Master Fund LP

1/15/2021

Sell to Close

51,493

74.1482

(d)

N/A

3,818,113.26

Common Stock

N/A

Senator Focused Holdings LP

1/15/2021

Sell to Close

26,507

74.1482

(d)

N/A

1,965,446.34

Common Stock

N/A

Senator Focused Strategies LP

1/20/2021

Sell to Close

85,567

75.2349

(e)

N/A

6,437,624.69

Common Stock

N/A

Senator Focused Strategies LP

1/20/2021

Sell to Close

7,433

75.8089

(f)

N/A

563,487.55

Common Stock

N/A

Senator Focused Strategies LP

1/21/2021

Sell to Close

24,343

75.4812

(g)

N/A

1,837,438.85

Common Stock

N/A

Senator Focused Strategies LP

1/21/2021

Sell to Close

10,481

76.8535

(h)

N/A

805,501.53

Common Stock

N/A


CUSIP No. 21871D103		SCHEDULE 13D		Page 12 of 12 Pages

Senator Focused Strategies LP

1/21/2021

Sell to Close

500

77.5600

(i)

N/A

38,780.00

Common Stock

N/A

Senator Focused Strategies LP

1/21/2021

Sell to Close

100

78.8500

N/A

7,885.00

Common Stock

N/A

Senator Focused Strategies LP

1/22/2021

Sell to Close

15,000

77.4425

(j)

N/A

1,161,637.50

Common Stock

N/A

Senator Focused Strategies LP

1/25/2021

Sell to Close

15,000

77.0631

(k)

N/A

1,155,946.50

Common Stock

N/A

Senator Focused Strategies LP

1/26/2021

Sell to Close

15,000

76.8662

(l)

N/A

1,152,993.00

Common Stock

N/A

Senator Global Opportunity Master Fund LP

2/4/2021

Sell to Close

1,729,040

79.4705

(m)

N/A

137,407,673.32

Common Stock

N/A

Senator Focused Strategies LP

2/4/2021

Sell to Close

1,668,723

79.4705

(m)

N/A

132,614,251.17

Common Stock

N/A

(a)	The price above represent the weighted average purchase price. Trades were executed at prices ranging from $75.01 to $75.35.

(b)	The price above represent the weighted average purchase price. Trades were executed at prices ranging from $75.01 to $75.605.

(c)	The price above represent the weighted average purchase price. Trades were executed at prices ranging from $75.00 to $75.185.

(d)	The price above represent the weighted average purchase price. Trades were executed at prices ranging from $74.00 to $74.665.

(e)	The price above represent the weighted average purchase price. Trades were executed at prices ranging from $74.74 to $75.74.

(f)	The price above represent the weighted average purchase price. Trades were executed at prices ranging from $75.745 to $75.9.

(g)	The price above represent the weighted average purchase price. Trades were executed at prices ranging from $75.12 to $76.12.

(h)	The price above represent the weighted average purchase price. Trades were executed at prices ranging from $76.19 to $77.17.

(i)	The price above represent the weighted average purchase price. Trades were executed at prices ranging from $77.24 to $77.86.

(j)	The price above represent the weighted average purchase price. Trades were executed at prices ranging from $77.29 to $77.64.

(k)	The price above represent the weighted average purchase price. Trades were executed at prices ranging from $76.68 to $77.57.

(l)	The price above represent the weighted average purchase price. Trades were executed at prices ranging from $76.41 to $77.18.

(m)	The price above represent the weighted average purchase price. Trades were executed at prices ranging from $79.4375 to $80.31.

SEC Form SC 13D/A filed