UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)*
Under the Securities Exchange Act of 1934
Dollar Thrifty Automotive Group, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
256743105
(CUSIP Number)
Edward Larmann
Senator Investment Group LP
1330 Avenue of the Americas, 26th Floor
New York, New York 10019
(212) 376-4300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 4, 2010
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule §240.13d-7 for other parties to whom copies are to be sent.
*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).
Continued on following page(s)
Page 1 of 5 Pages
| CUSIP No. 256743105 | Page 2 of 5 Pages |
1 Name of Reporting Person
Senator Investment Group LP
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
WC
| 5 | Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |
[ ]
6 Citizenship or Place of Organization
Delaware
| | 7 | Sole Voting Power |
Number of Shares | | 2,250,000 (includes Shares underlying call options. See Item 5.) |
Beneficially Owned By Each | 8 | Shared Voting Power 0 |
Reporting Person With | 9 | Sole Dispositive Power 2,250,000 (includes Shares underlying call options. See Item 5.) |
| | 10 | Shared Dispositive Power |
| | | 0 |
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,250,000 (includes Shares underlying call options. See Item 5.)
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13 Percent of Class Represented By Amount in Row (11)
7.84%
14 Type of Reporting Person (See Instructions)
IA
| CUSIP No. 256743105 | Page 3 of 5 Pages |
This Amendment No. 1 supplements the information set forth in the Schedule 13D filed by the Reporting Person (as defined therein) with the United States Securities and Exchange Commission on April 29, 2010 (the “Schedule 13D”), relating to the shares of Common Stock, par value $0.01 per share (the “Shares”) of Dollar Thrifty Automotive Group, Inc., a Delaware corporation (the “Issuer”). All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.
The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. The Schedule 13D is hereby amended as follows:
Item 5. Interest in Securities of the Issuer.
Item 5(a)-(b) of the Schedule 13D is hereby amended and restated as follows:
(a) – (b) As of July 30, 2010, the number of Shares outstanding was 28,682,873 according to the Issuer’s Form 10-Q filed on August 3, 2010. As of the date hereof, the Reporting Person may be deemed to be the beneficial owner of 2,250,000 Shares (including Shares underlying call options), which is approximately 7.84% of the total number of Shares outstanding. The Reporting Person disclaims beneficial ownership of the securities included in this Schedule 13D and this Schedule 13D shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 13D or any other purpose. The Reporting Person has sole power to vote and sole power to dispose of the 2,250,000 Shares (including Shares underlying call options).
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Item 6 of the Schedule 13D is hereby amended and restated as follows:
Other than as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Person and any other person with respect to the securities of the Issuer.
The Reporting Person has purchased American-style call options referencing an aggregate of 800,000 Shares, which expire on October 16, 2010. Each option contract entitles the Reporting Person to purchase 100 Shares. These agreements provide for physical settlement. These agreements do not give the Reporting Person direct or indirect voting, investment, or dispositive control over the Shares to which these agreements relate.
Item 7. Material to be Filed as Exhibits.
Exhibit A - Transactions in the Shares effected in the past 60 days
| CUSIP No. 256743105 | Page 4 of 5 Pages |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
| Date: August 6, 2010 | SENATOR INVESTMENT GROUP LP |
By: /s/ Edward Larmann
Name: Edward Larmann
Title: Chief Financial Officer
| CUSIP No. 256743105 | Page 5 of 5 Pages |
EXHIBIT A
Transactions in the Shares of Dollar Thrifty Automotive Group, Inc. effected in the past 60 days
| For the Account of | Date of Transaction | Nature of Transaction | Number of Shares | Price per Share |
| Senator Global Opportunity Master Fund L.P. | 8/4/2010 | Open Market Purchase | 300,000 (1) | $2.05 (2) |
| Senator Global Opportunity Master Fund L.P. | 8/4/2010 | Open Market Purchase | 15,000 (1) | $2.00 (2) |
| Senator Global Opportunity Master Fund L.P. | 8/4/2010 | Open Market Purchase | 262,300 (1) | $1.971 (2) |
| Senator Global Opportunity Master Fund L.P. | 8/4/2010 | Open Market Sale | 175,000 | $48.90 |
| Senator Global Opportunity Master Fund L.P. | 8/4/2010 | Open Market Sale | 75,000 | $48.7215 |
| Senator Global Opportunity Master Fund L.P. | 8/4/2010 | Open Market Sale | 235,000 | $48.8527 |
| Senator Global Opportunity Master Fund L.P. | 8/4/2010 | Open Market Sale | 110,110 | $48.6094 |
| Senator Global Opportunity Master Fund L.P. | 8/5/2010 | Open Market Purchase | 150,000 (1) | $1.845 (2) |
| Senator Global Opportunity Master Fund L.P. | 8/5/2010 | Open Market Sale | 83,074 | $48.0381 |
| Senator Global Opportunity Master Fund L.P. | 8/5/2010 | Open Market Sale | 100,000 | $48.0503 |
| Senator Global Opportunity Master Fund L.P. | 8/5/2010 | Open Market Sale | 21,826 | $47.8558 |
| Senator Global Opportunity Master Fund L.P. | 8/6/2010 | Open Market Purchase | 72,700(1) | $1.8972(2) |
(1) Shares underlying American-style call options purchased by Senator Global Opportunity Master Fund L.P., which expire on October 16, 2010.
(2) This amount represents the cost of an applicable American-style call option to purchase one Share. The per share exercise price of these call options is $50.
