SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D/A

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

 

Agrium Inc.

(Name of Issuer)

 

Common Stock without par value

(Title of Class of Securities)

 

008916108

(CUSIP Number)

 

Marc Weingarten, Esq.

David Rosewater, Esq.

919 Third Avenue

New York, New York 10022

(212) 756-2000

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

 

March 21, 2013

(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. o

 

(Page 1 of 8 Pages)

 


* 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).

 



 

CUSIP No.   008916108

SCHEDULE 13D/A

Page 2 of 8 Pages

 

 

1

Name of Reporting Person
JANA PARTNERS LLC

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

 o

 

 

(b)

 x

 

 

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)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
11,199,881

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
11,199,881

 

 

11

Aggregate Amount Beneficially Owned by Each Person
11,199,881

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11) (see Item 5)
7.5%

 

 

14

Type of Reporting Person*
IA

 



 

CUSIP No.   008916108

SCHEDULE 13D/A

Page 3 of 8 Pages

 

 

1

Name of Reporting Person
MITCHELL JACOBSON

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds*
PF OO

 

 

5

Check Box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
60,989

 

8

Shared Voting Power
82,511 (see Item 5(a) and (b) for more information)

 

9

Sole Dispositive Power
60,989

 

10

Shared Dispositive Power
82,511 (see Item 5(a) and (b) for more information)

 

 

11

Aggregate Amount Beneficially Owned by Each Person
143,500

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11) (see Item 5)
0.09%

 

 

14

Type of Reporting Person*
IN

 



 

CUSIP No.   008916108

SCHEDULE 13D/A

Page 4 of 8 Pages

 

 

1

Name of Reporting Person
DAVID BULLOCK

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds*
PF

 

 

5

Check Box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
2,000

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
2,000

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Person
2,000

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11) (see Item 5)
0.00%

 

 

14

Type of Reporting Person*
IN

 



 

CUSIP No.   008916108

SCHEDULE 13D/A

Page 5 of 8 Pages

 

 

1

Name of Reporting Person
STEPHEN CLARK

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds*
PF

 

 

5

Check Box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
2,000

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
2,000

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Person
2,000

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11) (see Item 5)
0.00%

 

 

14

Type of Reporting Person*
IN

 



 

CUSIP No.   008916108

SCHEDULE 13D/A

Page 6 of 8 Pages

 

 

1

Name of Reporting Person
LYLE VANCLIEF

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds*
PF

 

 

5

Check Box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Canada

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
100

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
100

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Person
100

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11) (see Item 5)
0.00%

 

 

14

Type of Reporting Person*
IN

 



 

CUSIP No.   008916108

SCHEDULE 13D/A

Page 7 of 8 Pages

 

This Amendment No. 4 (“Amendment No. 4”) amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on November 19, 2012 (the “Original Schedule 13D”), as amended by Amendment No. 1 filed on February 21, 2013 (“Amendment No. 1”), Amendment No. 2 filed on March 7, 2013 (“Amendment No. 2”) and Amendment No. 3 filed on March 20, 2013 (collectively with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3 and this Amendment No. 4, the “Schedule 13D”) with respect to the shares ("Shares") of common stock, no par value, of Agrium Inc., a Canadian corporation (the "Issuer"). Capitalized terms used herein and not otherwise defined in this Amendment No. 4 have the meanings set forth in the Schedule 13D.  This Amendment No. 4 amends Items 4, 5 and 7 as set forth below.

 

Item 4.

Purpose of Transaction

 

 

 

Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:

 

Attached hereto as Exhibit H is a press release and as Exhibit H is the JANA Partners LLC supplemental presentation to proxy advisory services.  Attached hereto as Exhibit G is the corresponding press release issued by JANA Partners LLC.

 

 

 

Item 5.

Interest in securities of the Issuer.

 

 

 

Paragraph (c) of Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

 

(c) Information concerning transactions in the Shares effected by the Reporting Persons since Amendment No. 3 is set forth in Exhibit A hereto and is incorporated herein by reference.  All of the transactions in Shares listed therein were effected in open market purchases on the New York Stock Exchange through various brokerage entities.

 

 

 

Item 7.

Material to be Filed as Exhibits

 

 

Item 7 of the Schedule 13D is hereby supplemented by the addition of the following:

 

Exhibit A:

Transactions in the Shares During the Last 60 days

 

 

Exhibit G:

Press Release

 

 

Exhibit H:

JANA Partners LLC supplemental presentation to proxy advisory services.

 



 

CUSIP No.   008916108

SCHEDULE 13D/A

Page 8 of 8 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.

 

Dated:  March 22, 2013

 

 

JANA PARTNERS LLC

 

 

 

 

 

 

 

By:

/s/ Charles Penner

 

Name:

Charles Penner

 

Title:

Partner and Chief Legal Officer

 

 

 

 

 

 

 

/s/ David Bullock

 

David Bullock

 

 

 

 

 

 

 

/s/ Stephen Clark

 

Stephen Clark

 

 

 

 

 

 

 

/s/ Mitchell Jacobson

 

Mitchell Jacobson

 

 

 

 

 

 

 

/s/ Lyle Vanclief

 

Lyle Vanclief