Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13D - 101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. 1)*
BrightSphere Investment Group Inc.
(Name of Issuer)
Ordinary stock, par value $0.001
(Title of Class of Securities)
G67506108
(CUSIP Number)
Christopher P. Davis, Esq.
Kleinberg, Kaplan, Wolff & Cohen, P.C.
551 Fifth Avenue, New York, New York 10176
Tel. (212) 986-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 12, 2019
(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 Rule 13d-1(e), 13d-1(f) or 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
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 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).
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
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Paulson & Co. Inc.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [ ]
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(b) [ ]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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7.
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SOLE VOTING POWER
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20,000,552 (1)
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8.
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SHARED VOTING POWER
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0
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9.
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SOLE DISPOSITIVE POWER
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20,000,552 (1)
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10.
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SHARED DISPOSITIVE POWER
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0
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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20,000,552 (1)
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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23.2%
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14.
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TYPE OF REPORTING PERSON
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IA,
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(1) See Note 1 to Item 5 below.
The following constitutes Amendment No. 1 to the Schedule 13D previously filed by the undersigned (“Amendment No. 1”) with respect to
BrightSphere Investment Group plc. This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.
| Item 1. |
Security and Issuer.
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Item 1 of the Schedule 13D is hereby amended and restated in its entirety as follows:
This statement relates to the common stock, par value $0.001 (the “Common Stock”), of BrightSphere Investment Group
Inc. (the “Issuer”). The Issuer’s principal executive office is located at 200 Clarendon Street, 53rd Floor, Boston, Massachusetts 02116.
The Issuer is the successor entity to BrightSphere Investment Group plc (the “Original Issuer”), under the terms of
the Original Issuer’s scheme of arrangement (the “Scheme of Arrangement”) and redomestication consummated in July of 2019. Under the terms of the Scheme of Arrangement, each of the Original Issuer’s shareholders had their ordinary shares of the
Original Issuer exchanged on a one-for-one basis for the newly issued Common Stock of the Issuer. After the consummation of the Scheme of Arrangement, the Original Issuer became a subsidiary of the Issuer.
| Item 5. |
Interest in Securities of the Issuer.
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Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a) The aggregate percentage of Common Stock reported owned by the Reporting Person is based upon 86,107,800 shares of Common Stock outstanding as of November 10, 2019, as disclosed in the Issuer’s
Quarterly Report on Form 10-Q, filed with the Securities Exchange Commission on November 12, 2019. As of the date hereof, the Reporting Person may be deemed to have beneficially owned approximately 23.2%1 of the outstanding Common
Stock.
(b) Number of shares of Common Stock as to which Paulson has:
(i) Sole power to vote or direct the vote: 20,000,552 (see Note 1).
(ii) Shared power to vote or direct the vote: 0
(iii) Sole power to dispose or direct the disposition: 20,000,552 (see Note
1).
(iv) Shared power to dispose or direct the disposition: 0
(d) See Note 1.
(e) Not applicable.
Note 1: Paulson, an investment advisor that is registered under the Investment Advisers Act of 1940, furnishes
investment advice to and manages the Funds. In its role as investment advisor, or manager, as the case may be, Paulson possesses voting and investment power over the securities of the Issuer described in this Schedule 13D that are owned by the Funds.
The pecuniary interest of all securities reported in this Schedule is owned by the Funds. Except for the purpose of determining beneficial ownership under Section 13(d) of the Securities Exchange Act of 1934, as amended, Paulson disclaims beneficial
ownership of all securities reported in this Schedule 13D.
For reporting purposes, the aggregate amount of Common Stock deemed to be beneficially
owned by the Reporting Person is calculated based on an aggregate of 20,000,552 shares of Common Stock held by the Reporting Person as of the date hereof.
This Amendment No. 1 is being filed to reflect a change in the percentage of outstanding Common Stock the Reporting Person may be deemed to beneficially own. This change is due solely to a reduction in the aggregate amount of outstanding shares of Common Stock, as disclosed by the Issuer in its Quarterly Report on Form 10-Q filed on November 12, 2019. The Reporting Person has not entered into any transactions in the Common Stock since its original Schedule 13D filing.
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with
respect to it set forth in this statement is true, complete, and correct.
Dated: December 5, 2019
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PAULSON & CO. INC
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By:
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/s/ Stuart L. Merzer | |
| Name: Stuart L. Merzer |
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Title: General Counsel &
Chief Compliance Officer
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