Dealertrack Holdings, Inc. - Amended Statement of Ownership (SC 13G/A)
10 4월 2008 - 5:10AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under the Securities Exchange Act of 1934
Amendment
No. 1*
DealerTrack Holdings, Inc.
(Name of Issuer)
Common
Stock
(Title of Class of
Securities)
242309102
(CUSIP Number)
March 31,
2008
(Date of Event
Which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
x
Rule 13d-1(b)
o
Rule 13d-1(c)
o
Rule 13d-1(d)
*The remainder of this
cover page shall be filled out for a reporting persons 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
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. 242309102 13G
1.
NAME OF REPORTING PERSON
(S.S. or I.R.S. Identification No. of
Above Person)
Ivy Investment Management
Company Tax ID No. 03-0481447
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
|
|
785,380
(See Item 4)
|
|
|
|
|
|
|
6.
|
SHARED VOTING POWER
|
|
0
|
|
|
|
|
|
|
7.
|
SOLE DISPOSITIVE POWER
|
|
785,380
(See Item 4)
|
|
|
|
|
|
|
8.
|
SHARED DISPOSITIVE POWER
|
|
0
|
9.
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
: 785,380
(See Item 4)
10.
CHECK IF THE AGGREGATE AMOUNT IN
ROW 9 EXCLUDES CERTAIN
SHARES
:
o
11.
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW 9
: 1.8
12.
TYPE OF PERSON REPORTING
: IA
CUSIP No. 242309102 13G
1.
NAME OF REPORTING PERSON
(S.S. or I.R.S. Identification No. of
Above Person)
Waddell & Reed
Investment Management Company Tax ID No. 48-1106973
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
: Kansas
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH
:
|
5.
|
SOLE VOTING POWER
|
|
3,737,675
(See Item 4)
|
|
|
|
|
|
|
6.
|
SHARED VOTING POWER
|
|
0
|
|
|
|
|
|
|
7.
|
SOLE DISPOSITIVE POWER
|
|
3,737,675
(See Item 4)
|
|
|
|
|
|
|
8.
|
SHARED DISPOSITIVE POWER
|
|
0
|
9.
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
: 3,737,675
(See Item 4)
10.
CHECK IF THE AGGREGATE AMOUNT IN
ROW 9 EXCLUDES CERTAIN
SHARES
:
o
11.
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW 9
: 8.8
12.
TYPE OF PERSON REPORTING
: IA
CUSIP No. 242309102 13G
1.
NAME OF REPORTING PERSON
(S.S. or I.R.S. Identification No. of
Above Person)
Waddell & Reed, Inc. Tax ID No. 43-1235675
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
|
|
3,737,675
(See Item 4)
|
|
|
|
|
|
|
6.
|
SHARED VOTING POWER
|
|
0
|
|
|
|
|
|
|
7.
|
SOLE DISPOSITIVE POWER
|
|
3,737,675
(See Item 4)
|
|
|
|
|
|
|
8.
|
SHARED DISPOSITIVE POWER
|
|
0
|
9.
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
: 3,737,675
(See Item 4)
10.
CHECK IF THE AGGREGATE AMOUNT IN
ROW 9 EXCLUDES CERTAIN
SHARES
:
o
11.
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW 9
: 8.8
12.
TYPE OF PERSON REPORTING
:
BD
CUSIP No. 242309102 13G
1.
NAME OF REPORTING PERSON
(S.S. or I.R.S. Identification No. of
Above Person)
Waddell & Reed Financial
Services, Inc. Tax ID No. 43-1414157
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
: Missouri
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH
:
|
5.
|
SOLE VOTING POWER
|
|
3,737,675
(See Item 4)
|
|
|
|
|
|
|
6.
|
SHARED VOTING POWER
|
|
0
|
|
|
|
|
|
|
7.
|
SOLE DISPOSITIVE POWER
|
|
3,737,675
(See Item 4)
|
|
|
|
|
|
|
8.
|
SHARED DISPOSITIVE POWER
|
|
0
|
9.
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
: 3,737,675 (See Item 4)
10.
CHECK IF THE AGGREGATE AMOUNT IN
ROW 9 EXCLUDES CERTAIN
SHARES
:
o
11.
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW 9
: 8.8
12.
TYPE OF PERSON REPORTING
: HC
CUSIP No. 242309102 13G
1.
NAME OF REPORTING PERSON
(S.S. or I.R.S. Identification No. of
Above Person)
Waddell & Reed
Financial, Inc. Tax ID No. 51-0261715
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
|
|
4,523,055
(See Item 4)
|
|
|
|
|
|
|
6.
|
SHARED VOTING POWER
|
|
0
|
|
|
|
|
|
|
7.
|
SOLE DISPOSITIVE POWER
|
|
4,523,055
(See Item 4)
|
|
|
|
|
|
|
8.
|
SHARED DISPOSITIVE POWER
|
|
0
|
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
: 4,523,055
(See Item 4)
10.
CHECK IF THE AGGREGATE AMOUNT IN
ROW 9 EXCLUDES CERTAIN
SHARES
:
o
11.
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW 9
: 10.6
12.
TYPE OF PERSON REPORTING
:
HC
Item 1(a)
:
Name of Issuer
: DealerTrack Holdings, Inc.
Item 1(b)
:
Address of Issuers Principal Executive
Offices
:
1111 Marcus Ave.
Suite M04
Lake Success, NY 11042
Item 2(a)
:
Name of Person Filing
:
|
|
(i)
|
|
Waddell & Reed
Financial, Inc.
|
|
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(ii)
|
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Waddell & Reed
Financial Services, Inc.
|
|
|
(iii)
|
|
Waddell &
Reed, Inc.
|
|
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(iv)
|
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Waddell & Reed
Investment Management Company
|
|
|
(v)
|
|
Ivy Investment
Management Company
|
Item 2(b)
:
Address of Principal Business Office
:
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(i)-(v):
|
6300 Lamar Avenue
|
|
|
|
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Overland Park, KS 66202
|
|
|
Item 2(c)
:
Citizenship
:
|
(i), (iii) and
(v): Delaware
|
|
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(ii): Missouri
|
|
|
(iv): Kansas
|
|
Item 2(d)
:
Title of Class of Securities
:
Common Stock
Item 2(e)
:
CUSIP Number
: 242309102
Item 3
:
The reporting person is
:
|
(i)
|
|
Waddell &
Reed Financial, Inc., a parent holding company in accordance with Reg. 240.13d-1(b)(1)(ii)(G);
|
|
(ii)
|
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Waddell &
Reed Financial Services, Inc., a parent holding company in accordance
with Reg. 240.13d-1(b)(1)(ii)(G);
|
|
(iii)
|
|
Waddell &
Reed, Inc., a broker-dealer registered under section 15 of the Act (15
U.S.C. 78o); and
|
|
(iv)
|
|
Waddell &
Reed Investment Management Company, an investment advisor in accordance with
Reg. 240.13d-1(b)(1)(ii)(E).
|
|
(v)
|
|
Ivy
Investment Management Company, an investment advisor in accordance with
Reg. 240.13d-1(b)(1)(ii)(E).
|
Item 4
:
Ownership
The securities reported
on herein are beneficially owned by one or more open-end investment companies
or other managed accounts which are advised or sub-advised by Ivy Investment Management
Company (IICO), an investment advisory subsidiary of Waddell & Reed
Financial, Inc. (WDR) or Waddell & Reed Investment Management
Company (WRIMCO), an investment advisory subsidiary of Waddell &
Reed, Inc. (WRI). WRI is a
broker-dealer and underwriting subsidiary of Waddell & Reed Financial
Services, Inc., a parent holding company (WRFSI). In turn, WRFSI is a subsidiary of WDR, a
publicly traded company. The investment
advisory contracts grant IICO and WRIMCO all investment and/or voting power
over securities owned by such advisory clients.
The investment sub-advisory contracts grant IICO and WRIMCO investment
power over securities owned by such sub-advisory clients and, in most cases,
voting power. Any investment restriction
of a sub-advisory contract does not restrict investment discretion or power in
a material manner. Therefore, IICO
and/or WRIMCO may be deemed the beneficial owner of the securities covered by
this statement under Rule 13d-3 of the Securities Exchange Act of 1934
(the 1934 Act).
IICO, WRIMCO, WRI, WRFSI and WDR are of the view that they are not
acting as a group for purposes of Section 13(d) under the 1934
Act. Indirect beneficial ownership is
attributed to the respective parent companies solely because of the parent
companies control relationship to WRIMCO and IICO.
|
(a)
|
Amount beneficially
owned: 4,523,055
|
|
|
|
|
(b)
|
Percent of class: 10.6
|
|
|
|
|
(c)
|
Number of shares as to
which the person has:
|
|
(i)
|
Sole voting power to
vote or to direct the vote:
|
|
|
|
|
|
WDR: 4,523,055
(indirect)
|
|
|
WRFSI: 3,737,675
(indirect)
|
|
|
WRI: 3,737,675
(indirect)
|
|
|
WRIMCO: 3,737,675
(direct)
|
|
|
IICO: 785,380
(direct)
|
|
|
|
|
(ii)
|
Shared power to vote or
to direct the vote: 0
|
|
|
|
|
(iii)
|
Sole power to dispose
or to direct the disposition of:
|
|
|
|
|
|
WDR: 4,523,055
(indirect)
|
|
|
WRFSI: 3,737,675
(indirect)
|
|
|
WRI: 3,737,675
(indirect)
|
|
|
WRIMCO: 3,737,675
(direct)
|
|
|
IICO: 785,380
(direct)
|
|
(iv)
|
Shared power to dispose
or to direct the disposition of: 0
|
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 5 percent of the class of securities,
check the following:
o
|
Item 6
:
|
|
Ownership of More than
Five Percent on Behalf of Another Person
:
|
|
The clients of IICO and WRIMCO, including investment companies
registered under the Investment Company Act
|
of 1940 and other managed accounts, have the right to receive
dividends from, as well as the proceeds from the sale of, such securities.
|
Item 7
:
|
|
Identification and
Classification of the Subsidiary Which Acquired the Security Being Reported
on By the Parent
Holding Company
:
|
|
|
|
|
|
See Attached Exhibit 2.
|
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.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: April 9, 2008
Waddell & Reed
Financial, Inc.
|
|
Waddell & Reed
Financial Services, Inc.
|
|
|
|
By:
|
/s/ Wendy J. Hills
|
|
By:
|
/s/ Wendy J. Hills
|
Name: Wendy J. Hills
|
|
Name: Wendy J. Hills
|
Title: Vice President
|
|
Title: Attorney-In-Fact
|
|
|
|
Waddell &
Reed, Inc.
|
|
Waddell & Reed
Investment Management Company
|
|
|
|
By:
|
/s/ Wendy J. Hills
|
|
By:
|
/s/ Wendy J. Hills
|
Name: Wendy J. Hills
|
|
Name: Wendy J. Hills
|
Title: Attorney-In-Fact
|
|
Title: Attorney-In-Fact
|
|
|
|
Ivy Investment
Management Company
|
|
|
|
|
|
By:
|
/s/ Wendy J. Hills
|
|
|
Name: Wendy J. Hills
|
|
|
Title: Attorney-In-Fact
|
|
|
|
|
|
|
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|
EXHIBIT INDEX
Exhibit
No.
|
|
Description
|
|
|
|
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1
|
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Joint Filing Agreement
|
|
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2
|
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Identification and
Classification of the Subsidiary Which Acquired the Security Being Reported
on by the Parent Holding Company
|
|
|
|
3
|
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Power of Attorney
|
|
|
|
|
|
|
|
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