SC 13G 1 p14-1582sc13g.htm URS CORPORATION

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G
 
 
Under the Securities Exchange Act of 1934
 
(Amendment No.__)*
 

URS Corporation

(Name of Issuer)
 

Common Stock, par value $0.01 per share

(Title of Class of Securities)
 

903236107

(CUSIP Number)
 

July 14, 2014

(Date of Event Which Requires Filing of this Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
 
x Rule 13d-1(b)
¨ Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 6 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 the disclosures provided in a prior cover page.

The information required in 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 (the "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. 90323610713GPage 2 of 6 Pages

 

     
1

NAMES OF REPORTING PERSONS

JANA Partners LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

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

6,745,623

6

SHARED VOTING POWER

-0-

7

SOLE DISPOSITIVE POWER

6,745,623

8

SHARED DISPOSITIVE POWER

-0-

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,745,623

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.8%

12

TYPE OF REPORTING PERSON

IA

             

 

 
CUSIP No. 90323610713GPage 3 of 6 Pages

This Statement modifies a Schedule 13D and related amendments previously filed by the Reporting Person (as defined below) relating to the Shares (as defined below) of the Issuer (as defined below). The Reporting Person has elected to file this Statement voluntarily at this time, since it no longer holds the Shares with any purpose, or with the effect of, changing or influencing the control of the Issuer.

 

 

Item 1(a). NAME OF ISSUER.
   
  The name of the issuer is URS Corporation (the "Issuer").

 

Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
   
  The Issuer's principal executive offices are located at 600 Montgomery Street, 26th Floor, San Francisco, California 94111-2728.

 

Item 2(a). NAME OF PERSON FILING:

 

  This statement is filed by JANA Partners LLC (the "Reporting Person").
   

 

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

 

  The address of the business office of the Reporting Person is 767 Fifth Avenue, 8th Floor, New York, New York 10153.

 

Item 2(c). CITIZENSHIP:

 

  This Statement is filed by JANA Partners LLC, a Delaware limited liability company.  JANA Partners LLC is a private money management firm which holds the Shares of the Issuer in various entities and accounts under its management and control.  The principal of JANA Partners LLC, Barry Rosenstein, is a U.S. citizen.

 

Item 2(d). TITLE OF CLASS OF SECURITIES:
   
  Common Stock, par value $0.01 per share (the "Shares").

 

Item 2(e). CUSIP NUMBER:
   
  903236107

 

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);
 
CUSIP No. 90323610713GPage 4 of 6 Pages

 

  (e) x Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
  (f) ¨

Employee benefit plan or endowment fund in accordance with

Rule 13d-1(b)(1)(ii)(F);

 

  (g) ¨

Parent holding company or control person in accordance with

Rule 13d-1(b)(1)(ii)(G);

  (h) ¨

Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

  (i) ¨

Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);

 

  (j) ¨ Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please

specify the type of institution: ___________________________________

   

 

Item 4. OWNERSHIP.

 

    (a) Amount beneficially owned: 6,745,623
    (b) Percent of class: 9.8%
    (c) Number of shares as to which JANA Partners LLC has:
      (i) Sole power to vote or direct the vote: 6,745,623
      (ii) Shares power to vote or direct the vote: 0
      (iii) Sole power to dispose or direct the disposition: 6,745,623
      (iv) Shares power to dispose or direct the disposition of: 0

 

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
   
  Not applicable.

 

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.
   
  Not applicable.

 

Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
   
  Not applicable

 

 
CUSIP No. 90323610713GPage 5 of 6 Pages

 

Item 9. NOTICE OF DISSOLUTION OF GROUP.
   
  Not applicable.

 

Item 10. CERTIFICATION.

 

  The Reporting Person hereby makes the following certification:
   
  By signing below the Reporting Person certifies that, to the best of its 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. 90323610713GPage 6 of 6 Pages

 

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

DATED: July 14, 2014

 

  JANA Partners llc
   
   
 

/s/ Jennifer Fanjiang

  Name: Jennifer Fanjiang
  Title: General Counsel