SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)
Iron Mountain Incorporated
___________________________________________
(Name of Issuer)
Common Stock
___________________________________________
(Title of Class of Securities)
462846106
___________________________________________
(CUSIP Number of Class of Securities)
Thomas Tays
Chief Legal Officer
DAVIS SELECTED ADVISERS, L.P.
2949 East Elvira Road, Suite 101
Tucson, Arizona 85756
(520) 434-3771
___________________________________________________________
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 12, 2012
___________________________________________
(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 which is the subject of this Schedule 13D, and is filing this
Schedule because of Sections 240.13d-1(e), 240.13d-1(f), or 240.13d-1(g), check
the following box: [X]
Rider 1A
CUSIP No. 462846106 13D
___________________________________________________________________
(1) NAMES OF REPORTING PERSONS
Davis Selected Advisers, L.P.
___________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) X
___________________________________________________________________
(3) SEC USE ONLY
___________________________________________________________________
(4) SOURCE OF FUNDS
AF
___________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
___________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
___________________________________________________________________
:(7) SOLE VOTING POWER
: (Discretionary Accounts)
NUMBER OF SHARES BENEFICIALLY : 19,028,304 shares
OWNED BY EACH REPORTING PERSON ________________________________
WITH :(8) SHARED OR NO VOTING POWER
: 0 shares (Shared)
1,510,382 shares (None)
________________________________
:(9) SOLE DISPOSITIVE POWER
: (Discretionary Accounts)
: 20,538,686 shares
________________________________
:(10) SHARED DISPOSITIVE POWER
: 0 shares
___________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,538,686 shares
___________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES [ ]
___________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
12.0%
___________________________________________________________________
(14) TYPE OF REPORTING PERSON
IA
___________________________________________________________________
CUSIP No. 462846106 13D
___________________________________________________________________
(1) NAMES OF REPORTING PERSONS
Davis New York Venture Fund
___________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b)X
___________________________________________________________________
(3) SEC USE ONLY
___________________________________________________________________
(4) SOURCE OF FUNDS
OO
___________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
___________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
___________________________________________________________________
:(7) SOLE VOTING POWER
:
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING PERSON ________________________________
WITH :(8) SHARED VOTING POWER
: 8,800,789 shares
________________________________
:(9) SOLE DISPOSITIVE POWER
:
: None
________________________________
:(10) SHARED DISPOSITIVE POWER
:
: 8,800,789 shares
___________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,800,789 shares
___________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES [ ]
___________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5.1%
___________________________________________________________________
(14) TYPE OF REPORTING PERSON
IV
___________________________________________________________________
Item 1. Security and Issuer
The class of equity security to which this statement on Schedule 13D
relates is the Common Stock (the "Securities") of Iron Mountain, Incorporated.,
a Delaware corporation (the "Issuer"). The Issuer has its principal executive
offices located at 745 Atlantic Avenue, Boston, Massachusetts 02111.
Item 2. Identity and Background
(a) - (c) This statement is being filed by Davis Selected Advisers, L.P.
("Davis Advisors"), an investment advisor registered with the Securities
and Exchange Commission under the Investment Advisers Act of 1940, as
amended. The address of its principal office is 2949 East Elvira Road,
Suite 101, Tucson, Arizona 85756. Davis Advisors provides discretionary
portfolio management services, serving as investment adviser or sub-adviser
for registered investment companies (including the Davis Funds, Selected Funds,
and Clipper Fund), unregistered investment companies, offshore funds, and
private accounts. Davis Advisors also works with sponsors to serve as investment
adviser for managed money/wrap account programs. In certain managed money/wrap
account programs, Davis Advisors will provide non-discretionary investment
management services (generally in the form of model portfolios). Davis New York
Venture Fund, Inc. is a registered investment company organized as a Maryland
Corporation and has four series or portfolios, including Davis New York
Venture Fund. Davis New York Venture Fund, joint filer of this Schedule 13D,
may be reached c/o Davis Selected Advisers, L.P. 2949 East Elvira Road,
Suite 101, Tucson, Arizona 85756.
The names, business addresses, and principal occupations of the general partner
and executive officer of Davis Advisors, and each director and each executive
officer of Davis New York Venture Fund (collectively, the "Principals")are set
forth in Schedule I.
The Securities of the Issuer reported in Item 5 herein were acquired on behalf
of the investment advisory clients of Davis Advisors, Inc., including Davis New
York Venture Fund, under sole or shared discretionary authority granted to
Davis Advisors. None of the Securities are owned by or on behalf of Davis
Advisors and less than 0.5% of the Issuer's outstanding securities are owned
by Davis Advisors partners and officers and officers of Davis New York Venture
Fund, in aggregate.
(d) During the last five years, none of Davis Advisors, Davis New York
Venture Fund or any of the Principals has been convicted in any criminal
proceeding.
(e) During the last five years, none of Davis Advisors, Davis New York
Venture Fund or any of the Principals has been a party to any civil or
administrative proceeding that resulted in such person or entity being
subject to a judgment, decree, or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
(f) Davis Advisors is a Colorado limited partnership; Davis New York Venture
Fund is a Maryland corporation. The citizenship of each Principal is set
forth in Schedule I.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 shall be amended and restated as follows:
The respective investment advisory clients of Davis Advisors used approximately
$436,656,290 in the aggregate to purchase the Securities reported in this
filing. All funds used to purchase Securities were assets of these respective
clients and none were assets of Davis Advisors. In addition, none of the
funds used to purchase the Securities were provided through borrowings of
any nature.
Item 4. Purpose of Transaction
The Securities reported in this filing have been purchased and held for
investment purposes on behalf of client accounts over which Davis Advisors
has either sole or shared discretionary dispositive or voting power. The
Beneficial ownership on the part of Davis Advisors is expressly disclaimed,
as permitted by Rule 13d-4. All purchases of Securities were made for
investment purposes only and in the ordinary course of business of Davis
Advisors as a registered investment advisor. Davis Advisors may, from time
to time and at any time, purchase additional securities on behalf of
clients in the future. Davis Advisors reserves the right to sell all or
a part of the current holdings of the Securities from time to time and at
any time.
Davis Advisors is engaged in the business of investment management of its
clients' assets and pursues an investment philosophy of identifying undervalued
situations and acquiring positions in undervalued companies on behalf of its
clients. In pursuing this investment philosophy, Davis Advisors analyzes the
operations, capital structure and markets of companies in which its clients
invest and continuously monitors the business operations of such companies
through analysis of financial statements and other public documents, through
discussions with knowledgeable industry observers, and with management of such
companies.
Davis Advisors qualifies as an institution which may elect to file securities
ownership reports required by the Securities Exchange Act of 1934 on Schedule
13G and, as a routine matter, Davis Advisors utilizes Schedule 13G for its
reporting of the ownership positions held by its investment advisory clients.
As the result of investment analysis or the occurrence of events, Davis
Advisors may desire to participate in discussions with the particular
portfolio company's management or with third parties about significant matters
or possible courses of action to assist in building corporate intrinsic value
per share or to cause the portfolio company's true economic value to be
recognized. In such situations, Davis Advisors may elect to convert a filing
on Schedule 13G to a filing on Schedule 13D in order to be more active in
corporate governance and management matters, and to have the ability to
enter into discussions with third parties concerning proposed corporate
transactions of a significant nature.
On March 23, 2011 via an article published in a major newspaper, Davis
Advisors announced that it will likely support the four canidates nominated
to the Issuer's board of directors by existing shareholders. Davis
Advisors may have additional conversations with the Issuer and/or third
parties regarding opportunities to maximize the Issuer's value including
any of the actions or transactions enumerated in clauses (a) through
(j) of Item 4.
Item 5. Interest In Securities Of The Issuer
Item 5 shall be amended and restated as follows:
(a) The aggregate number and percentage of Securities to which this Schedule
13D relates is 20,538,686 shares of the common stock of the Issuer,
constituting approximately 12.0% of the Issuer's outstanding shares.
Rider 6A
___________________________________________________________________
Common % of outstanding
Shares Common Shares
Held
___________________________________________________________________
Davis Advisors' Voting Authority
Sole: 19,028,304 11.1%
Shared: none 0.0%
None: 1,510,382 0.9%
Total 20,538,686 12.0%
Davis Advisors' Dispositive Authority
Sole: 20,538,686 12.0%
Shared: none 0.0%
Total 20,538,686 12.0%
___________________________________________________________________
Davis New York Venture Fund's Voting Authority
Sole: none 0.0%
Shared: 8,800,789 5.1%
None: none 0.0%
Total 8,800,789 5.1%
Davis New York Venture Fund's Dispositive Authority
Sole: none 0.0%
Shared: 8,800,789 5.1%
Total 8,800,789 5.1%
(b) Davis Advisors generally has the sole power to dispose of or to direct
the disposition of the Securities held for discretionary accounts of its
investment clients, and may be granted the sole power to vote or direct the
vote of such Securities; such powers may be retained by or shared with the
respective clients for shared or non-discretionary accounts. Shares held by
Davis New York Venture Fund are reported in the "shared" category.
(c) Please see Schedule II for purchase and sale transactions in the Securities
during the past sixty days.
(d) The investment advisory clients of Davis Advisors have the sole right to
receive and, subject to notice, to withdraw the proceeds from the sale of the
Securities, and the sole power to direct the receipt of dividends from any of
the Securities held for their respective accounts. Such clients may also
terminate the investment advisory agreements without penalty upon appropriate
notice. Davis Advisors does not have an economic interest in any of the
Securities reported herein.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
The powers of disposition with respect to Securities owned by discretionary
private accounts of Davis Advisors are established in written investment
advisory agreements between clients and Davis Advisors, which are entered into
in the normal and usual course of the business of Davis Advisors as a
registered investment advisor and which are generally applicable to all
securities purchased for the benefit of each such discretionary private
account. There are no special or different agreements relating to the
Securities of the Issuer.
The written investment advisory agreements with clients generally do not
contain provisions relating to borrowing of funds to finance the acquisition
of the Securities, acquisition of control, transfer of securities, joint
ventures, or any of the other transactions listed in the instructions to
Item 6 of Schedule 13D other than voting of proxies. In connection with
voting, Davis Advisors may be allowed or directed to vote the proxies
received by client accounts.
Item 7. Material to be Filed as an Exhibit
Exhibit 1 Joint Filing Agreement by and between Davis Advisors and
Davis New York Venture Fund, dated July 12, 2012.
SIGNATURES
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: July 12, 2012
DAVIS SELECTED ADVISERS, L.P.
By /s/ Thomas Tays
_______________________________
Thomas Tays
Vice President & Chief Legal Officer
DAVIS NEW YORK VENTURE FUND
By /s/ Thomas Tays
_______________________________
Thomas Tays
Vice President & Secretary
Exhibit 1
Joint Filing Agreement
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, the
persons or entities named below agree to the joint filing on behalf of each of
them of this Schedule 13D with respect to the Securities of the Issuer and
further agree that this joint filing agreement be included as an exhibit to
this Schedule 13D.
In evidence thereof, the undersigned hereby execute this Agreement as of
July 12, 2012.
Davis Selected Advisers, L.P.
By /s/ Thomas Tays
_________________________________
Thomas Tays
Vice President and Chief Legal Officer
Davis New York Venture Fund
By /s/ Thomas Tays
_______________________________
Thomas Tays
Vice President & Secretary
SCHEDULE I
Information with Respect to Executive
Officers and Directors
The following information is disclosed for the general partner and each of the
executive officers of Davis Advisors: name; business address; and present
principal occupation or employment. Each individual identified below is a
citizen of the United States.
DAVIS SELECTED ADVISERS, L.P.
General Partner: Davis Investments, LLC (a Delaware limited liability company)
serves as Davis Selected Advisers, L.P.'s sole general partner. Davis
Investments, LLC is wholly owned by Christopher Davis.
Executive Officers
Sole Member & Chairman Christopher C. Davis(1)
President Andrew A. Davis(2)
Chief Operating Officer Kenneth C. Eich(3)
Chief Marketing Officer Russell O. Wiese(1)
Vice President, Chief Financial Officer, Treasurer &
Assistant Secretary Gary P. Tyc(3)
Vice President, Chief Legal Officer, General Counsel,
& Secretary Thomas D. Tays(3)
Vice President & Chief Compliance Officer Sharra L. Haynes(3)
Co-Chief Compliance Officer Anthony Frazia(1)
Vice President & Information Technology Manager Sandra E. Duran(2)
Vice President & Director of Fund Accounting Douglas A. Haines(3)
Assistant Vice President Catherine A. Merlino(3)
(1)Principal office 620 Fifth Avenue, 3rd Floor, New York, New York 10020
(2)Principal office 124 East Marcy Street, Santa Fe New Mexico 87501
(3)Principal office 2949 East Elvira Road, Suite 101, Tucson, Arizona 85756
Davis New York Venture Fund
The following information is disclosed for each of the directors and
executive officers of Davis New York Venture Fund: name; business address;
and present principal occupation or employment. Each individual identified
below is a citizen of the United States. The address of each individual
for purposes of correspondence is c/o Davis Selected Advisers, L.P. 2949
East Elvira Road, Suite 101, Tucson, Arizona 85756
Directors
Thomas Gayner: Chairman of the Board. President and Chief Investment Officer,
Markel Corporation (an insurance company).
Marc Blum: Director. Chief Executive Officer, World Total Return Fund, LLLP; of
Counsel to Gordon, Feinblatt, Rothman, Hoffberger and Hollander, LLC (law firm).
Andrew Davis: Director President or Vice President of each Davis Fund and
Selected Fund; President, Davis Selected Advisers, L.P., and also serves
as an executive officer in certain companies affiliated with the Adviser.
Christopher Davis: Director. President or Vice President of each Davis Fund,
Selected Fund, and Clipper Fund; Chairman of Davis Selected Advisers, L.P.,
and also serves as an executive officer in certain companies affiliated with
the Adviser.
John Gates, Jr.: Director. Chairman and Chief Executive Officer of
PortaeCo LLC, a private investment company.
Samuel Iapalucci: Director. Retired. Former Executive Vice President and Chief
Financial Officer, CH2M HILL Companies Ltd., (engineering).
Robert Morgenthau: Director. Principal, Spears/Abacus (an investment
management firm).
Marsha Williams: Director. Retired: Formerly Senior Vice President and Chief
Financial Officer of Orbitz Worldwide, Inc. (travel service provider)
Officers
Christopher Davis: See description in the section on Directors.
Andrew Davis: See description in the section on Directors.
Kenneth Eich: Executive Vice President and Principal Executive Officer of
each of the Davis Funds, Selected Funds, and Clipper Fund, Inc.; Chief
Operating Officer, Davis Selected Advisers, L.P.; and also serves as an
executive officer in certain companies affiliated with the Adviser.
Douglas Haines: Vice President, Treasurer, Chief Financial Officer, Principal
Financial Officer, and Principal Accounting Officer of each of the Davis Funds,
Selected Funds, and Clipper Fund, Inc.; Vice President and Director of Fund
Accounting, Davis Selected Advisers, L.P.
Sharra Haynes: Vice President, Chief Compliance Officer of each of the Davis
Funds, Selected Funds, and Clipper Fund, Inc.; Vice President and Chief
Compliance Officer, Davis Selected Advisers, L.P.; and also serves as an
executive officer in certain companies affiliated with the Adviser.
Thomas Tays: Vice President and Secretary of each of the Davis Funds, Selected
Funds, and Clipper Fund, Inc.; Vice President, Chief Legal Officer and
Secretary, Davis Selected Advisers, L.P.; and also serves as an executive
officer in certain companies affiliated with the Adviser.
SCHEDULE II
Securities transactions in the last 60 days.
Purchases and sales by Davis Advisors were conducted in the open market in
the ordinary course of business.
Transaction Type Date # of Shares Price per Share
(Net of commissions)
Sold 05/14/2012 2,564 $30.74
Sold 05/15/2012 5,686 $30.55
Sold 05/16/2012 1,724 $30.23
Sold 05/17/2012 1,185 $29.38
Sold 05/18/2012 1,276 $28.72
Sold 05/21/2012 30,307 $28.57
Sold 05/22/2012 1,641 $28.77
Sold 05/23/2012 945 $28.44
Sold 05/24/2012 88 $29.09
Sold 05/25/2012 1,113 $29.30
Sold 05/29/2012 85,882 $29.35
Sold 05/30/2012 1,735 $28.99
Sold 05/31/2012 50,800 $28.71
Sold 06/01/2012 927 $27.44
Sold 06/04/2012 100,480 $27.33
Sold 06/05/2012 234 $28.17
Sold 06/06/2012 78,468 $31.27
Sold 06/07/2012 802 $32.05
Sold 06/08/2012 621 $32.53
Sold 06/11/2012 18,022 $33.02
Sold 06/12/2012 19,628 $32.52
Sold 06/13/2012 885 $32.89
Sold 06/14/2012 1,014 $32.75
Sold 06/15/2012 1,468 $32.88
Sold 06/18/2012 221 $33.08
Sold 06/19/2012 1,001,132 $33.29
Sold 06/20/2012 1,472 $32.81
Sold 06/21/2012 1,010 $32.61
Sold 06/22/2012 1,335 $32.59
Sold 06/25/2012 596 $32.44
Sold 06/26/2012 2,302 $32.55
Sold 06/27/2012 204,333 $32.71
Sold 06/28/2012 868 $32.07
Sold 06/29/2012 200,393 $32.87
Sold 07/02/2012 293 $32.63
Sold 07/03/2012 846 $32.47
Sold 07/05/2012 377 $32.69
Sold 07/06/2012 296 $32.20
Sold 07/09/2012 26,067 $32.17
Sold 07/10/2012 70,655 $32.21
Sold 07/11/2012 1,561 $31.31
Sold 07/12/2012 1,550,435 $31.13
DAVIS SELECTED ADVISERS, L.P.
Schedule 13D Riders
Rider 1A
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule including all exhibits. See Section 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 all other
provisions of the Act (however, see the Notes).
Rider 6A
Based upon 171,199,613 shares stated to be outstanding as of April 23,
2012 in the Issuer's Form 10_K filed with the Securities Exchange
Commission on February 28, 2012.