CyrusOne Inc.
|
(Name of Issuer)
|
Common Stock, $0.01 par value per share
|
(Title of Class of Securities)
|
23283R100
|
(CUSIP Number)
|
Decmber 31, 2014
|
(Date of Event Which Requires Filing of this Statement)
|
[_] Rule 13d-1(b)
|
[X] Rule 13d-1(c)
|
[_] Rule 13d-1(d)
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CUSIP No. 23283R100
|
SCHEDULE 13G |
Page 2 of 11
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Marcato Capital Management LP
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
-0-
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
-0-
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
|
12
|
TYPE OF REPORTING PERSON
IA
|
CUSIP No. 23283R100
|
SCHEDULE 13G |
Page 3 of 11
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Richard T. McGuire III
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
-0-
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
-0-
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
|
12
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No. 23283R100
|
SCHEDULE 13G |
Page 4 of 11
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Marcato, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
-0-
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
-0-
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 23283R100
|
SCHEDULE 13G |
Page 5 of 11
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Marcato II, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
-0-
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
-0-
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 23283R100
|
SCHEDULE 13G |
Page 6 of 11
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Marcato International Master Fund, Ltd.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
-0-
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
-0-
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
|
12
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 23283R100
|
SCHEDULE 13G |
Page 7 of 11
|
Item 1.
|
(a).
|
Name of Issuer:
|
|
CyrusOne Inc.
|
(b).
|
Address of issuer's principal executive offices:
|
||
1649 W. Frankford Rd.
Carrollton, TX 75007
|
Item 2.
|
(a).
|
Name of person filing:
|
|
This Schedule 13G is being filed by Marcato Capital Management LP, a Delaware limited partnership ("Marcato"), Richard T. McGuire III, a United States citizen, Marcato, L.P., a Delaware limited partnership, Marcato II, L.P., a Delaware limited partnership, and Marcato International Master Fund, Ltd., a Cayman Islands exempted company. Mr. McGuire is the managing partner of Marcato, the investment manager of Marcato, L.P., Marcato II, L.P. and Marcato International Master Fund, Ltd. Marcato, Mr. McGuire, Marcato, L.P., Marcato II, L.P. and Marcato International Master Fund, Ltd. are each a "Reporting Person" and are collectively referred to herein as the "Reporting Persons".
|
(b).
|
Address or principal business office or, if none, residence:
|
||
For each reporting person:
c/o Marcato Capital Management LP
One Montgomery Street, Suite 3250
San Francisco, CA 94104
|
(c).
|
Citizenship:
|
||
See Line 4 of the cover sheet for each Reporting Person.
|
(d).
|
Title of class of securities:
|
||
Common Stock, $0.01 par value per share
|
(e).
|
CUSIP No.:
|
||
23283R100
|
CUSIP No. 23283R100
|
SCHEDULE 13G |
Page 8 of 11
|
Item 3.
|
If This Statement is filed pursuant to §§.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a
|
(a)
|
[_]
|
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
|
(b)
|
[_]
|
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
|
|
(c)
|
[_]
|
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
|
(d)
|
[_]
|
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
|
(e)
|
[X]
|
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
|
(f)
|
[_]
|
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
|
(g)
|
[_]
|
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
|
(h)
|
[_]
|
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);
|
(i)
|
[_]
|
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
|
(j)
|
[_]
|
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
|
(k)
|
[_]
|
Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:
|
Item 4.
|
Ownership.
|
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
|
(a)
|
Amount beneficially owned:
See Line 9 of the cover sheet for each Reporting Person.
|
(b)
|
Percent of class:
See Line 11 of the cover sheet for each Reporting Person.
|
(c)
|
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote
(ii) Shared power to vote or to direct the vote
(iii) Sole power to dispose or to direct the disposition of
(iv) Shared power to dispose or to direct the disposition of
See Lines 5-8 of the cover sheet for each Reporting Person.
|
CUSIP No. 23283R100
|
SCHEDULE 13G |
Page 9 of 11
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x.
|
Item 6.
|
Ownership of More Than Five Percent on Behalf of Another Person.
|
Not Applicable.
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
|
Not Applicable.
|
Item 8.
|
Identification and Classification of Members of the Group.
|
Not Applicable.
|
Item 9.
|
Notice of Dissolution of Group.
|
Not Applicable.
|
Item 10.
|
Certification.
|
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
|
CUSIP No. 23283R100
|
SCHEDULE 13G |
Page 10 of 11
|
Marcato Capital Management LP*
|
||||
By: Marcato Holdings LLC | ||||
By:
|
/s/ Richard T. McGuire III
|
|||
Richard T. McGuire III, Authorized Person
|
||||
/s/ Richard T. McGuire III*
|
|||
Richard T. McGuire III
|
|||
Marcato, L.P.
|
By:
|
MCM General Partner LLC, its General Partner
|
|||
By:
|
/s/ Richard T. McGuire III
|
|||
Richard T. McGuire III, Authorized Person
|
||||
Marcato II, L.P.
|
By:
|
MCM General Partner LLC, its General Partner
|
|||
By:
|
/s/ Richard T. McGuire III
|
|||
Richard T. McGuire III, Authorized Person
|
||||
Marcato International Master Fund, Ltd.
|
By:
|
/s/ Richard T. McGuire III
|
|||
Richard T. McGuire III, Director
|
||||
CUSIP No. 23283R100
|
SCHEDULE 13G |
Page 11 of 11
|
Marcato Capital Management LP*
|
||||
By: Marcato Holdings LLC | ||||
By:
|
/s/ Richard T. McGuire III
|
|||
Richard T. McGuire III, Authorized Person
|
||||
/s/ Richard T. McGuire III*
|
|||
Richard T. McGuire III
|
|||
Marcato, L.P.
|
By:
|
MCM General Partner LLC, its General Partner
|
|||
By:
|
/s/ Richard T. McGuire III
|
|||
Richard T. McGuire III, Authorized Person
|
||||
Marcato II, L.P.
|
By:
|
MCM General Partner LLC, its General Partner
|
|||
By:
|
/s/ Richard T. McGuire III
|
|||
Richard T. McGuire III, Authorized Person
|
||||
Marcato International Master Fund, Ltd.
|
By:
|
/s/ Richard T. McGuire III
|
|||
Richard T. McGuire III, Director
|
||||