PSH-Annual-Report

Annual Report December 31, 2014Notes to Financial Statements (continued)11. SHARE CAPITAL (continued)Voting RightsThe holders of Public Shares have the right toreceive notice of, attend and vote at generalmeetings of the Company.Each Public Share and Management Share carrysuch voting power so that the aggregate issuednumber of Public Shares and Management Sharescarries 49.9% of the total voting power of theaggregate number of voting shares in issue. EachPublic Share carries one vote and eachManagement Share carries such voting power sothat the total voting power of the Public Shares andManagement Shares are pro-rated in accordancewith their respective net asset values. Each ClassB share carries such voting power so that theaggregate issued number of Class B sharescarries 50.1% of the aggregate voting power in theCompany.DistributionsThe Board may at any time declare and paydividends (or interim dividends) based upon thefinancial position of the Company. No dividendsshall be paid in excess of the amounts permittedby the Guernsey Companies Law or approved bythe Board and the Investment Manager. Nodividends have been paid for the year ended 2014.The net asset values per share by series andshares outstanding as of December 31, 2014 andDecember 31, 2013, are as follows:SharesOutstandingDecember31, 2014NAV perShareDecember31, 2014SharesOutstandingDecember31, 2013NAV perShareDecember31, 2013Class/SeriesIssuance DateClass Private Shares Series Non-Restricted 1 December 31, 2012 - $ - 1,676,266.35 $ 1,095.67Class Private Shares Series Non-Restricted 1A July 1, 2013 - $ - 1,441.86 $ 1,031.95Class Private Shares Series Non-Restricted 2 February 1, 2013 - $ - 3,700.00 $ 1,056.31Class Private Shares Series Non-Restricted 3 March 1, 2013 - $ - 820.00 $ 1,058.15Class Private Shares Series Non-Restricted 4 April 1, 2013 - $ - 2,099.83 $ 1,031.77Class Private Shares Series Non-Restricted 5 May 1, 2013 - $ - 6,500.00 $ 1,023.44Class Private Shares Series Non-Restricted 6 June 1, 2013 - $ - 500.00 $ 1,019.61Class Private Shares Series Non-Restricted 7 July 1, 2013 - $ - 130,801.89 $ 1,031.60Class Private Shares Series Non-Restricted 10 October 1, 2013 - $ - 5,000.00 $ 1,094.39Class Private Shares Series Non-Restricted 11 November 1, 2013 - $ - 3,000.00 $ 1,011.38Class Private Shares Series Restricted 1 December 31, 2012 - $ - 223,118.97 $ 1,095.67Class Private Shares Series Restricted 1A June 1, 2013 - $ - 1,900.79 $ 1,095.67Class Private Shares Series Restricted 1B July 1, 2013 - $ - 21,134.68 $ 1,095.67Class Private Shares Series Restricted 1C September 1, 2013 - $ - 721.83 $ 1,097.70Class Private Shares Series Restricted 5 May 1, 2013 - $ - 830.00 $ 1,023.44Class Private Shares Series Restricted 6 June 1, 2013 - $ - 2,000.00 $ 1,019.61Class Private Shares Series Restricted 7 July 1, 2013 - $ - 40,843.75 $ 1,031.60Class Private Shares Series Restricted 10 October 1, 2013 - $ - 2,220.00 $ 1,094.39Class VoteCo Shares December 31, 2012 - $ - 100.00 $ 1,130.31Class Management Shares December 31, 2012 8,500,796.00 $ 26.73 52,738.76 $ 1,130.31Public Shares October 1, 2014 240,128,546.00 $ 26.37 - $ -Class B Shares October 1, 2014 5,000,000,000.00 $ 0.00 - $ -The Public Shares, Management Shares and Class B Shares transactions for the year ended December31, 2014 and Private Shares, Management Shares and VoteCo Shares transactions for the year endedDecember 31, 2013, were as follows:Private Series Non-RestrictedPrivate SeriesRestrictedManagementShares VoteCo SharesShares as of December 31, 2012 1,881,780.36 255,712.01 52,738.76 100.00Transfers (1) (22,393.16) 22,503.62 - -Subscriptions 162,320.58 48,393.76 - -Redemptions (191,577.85) (33,839.37) - -Shares as of December 31, 2013 1,830,129.93 292,770.02 52,738.76 100.00Private Series Non-RestrictedPrivate SeriesRestrictedManagementShares VoteCo Shares Public Shares Class B SharesShares as of December 31, 2013 1,830,129.93 292,770.02 52,738.76 100.00 - -Period from January 1, 2014 - September 30, 2014Transfers (1) 14,280.74 (19,395.07) - - - -Subscriptions 144,376.82 26,497.50 - - - -Redemptions (124,516.27) (25,829.50) - - - -Period from October 1, 2014 - December 31, 2014Conversion Out (1,864,271.22) (274,042.95) (52,738.76) (100.00) - -Conversion In - - 3,357,851.00 - 121,753,991.00 5,000,000,000.00Issuance of Shares - - 5,142,945.00 - 109,875,195.00 -Rollover from Pershing Square International, Ltd - - - - 8,499,360.00 -Shares as of December 31, 2014 - - 8,500,796.00 - 240,128,546.00 5,000,000,000.00(1) This adjustment accounts for transfers between series when such series have different NAV per share (i.e., a series roll-up)60 PERSHING SQUARE HOLDINGS, LTD.