Sec Form 4 Filing - HNA Eagle Holdco LLC @ BrightSphere Investment Group plc - 2018-11-19

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
HNA Eagle Holdco LLC
2. Issuer Name and Ticker or Trading Symbol
BrightSphere Investment Group plc [ BSIG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
850 THIRD AVENUE, 16TH FLOOR,
3. Date of Earliest Transaction (MM/DD/YY)
11/19/2018
(Street)
NEW YORK, NY10022
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Ordinary Shares, par value $0.001 per share 11/19/2018 S 4,598,566 ( 1 ) D $ 12.8 22,776,663 D ( 2 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HNA Eagle Holdco LLC
850 THIRD AVENUE, 16TH FLOOR
NEW YORK, NY10022
X
HNA Capital (U.S.) Holding LLC
850 THIRD AVENUE, 16TH FLOOR
NEW YORK, NY10022
X
HNA Capital Group Co., Ltd.
HNA BUILDING, NO. 7 GUOXING ROAD
HAIKOU, F4570203
X
HNA Capital (Hong Kong) Holding Co., Ltd.
23/F., ARION COMMERCIAL CENTRE
2-12 QUEEN?S ROAD WEST
HONG KONG, K300000
X
Aleron Investments, Ltd.
23/F HNA PLAZA, JIA NO. 26
XIAOYUN ROAD, CHAOYANG DISTRICT
BEIJING, F4100125
X
HNA Group Co., Ltd.
HNA BUILDING
NO. 7 GUOXING ROAD
HAIKOU, HAINAN, F4570203
X
Signatures
HNA GROUP CO., LTD. By: /s/ Xiaofeng Chen, Board Director and Vice Chief Executive Officer, HNA Group Co., Ltd. 11/21/2018
Signature of Reporting Person Date
HNA CAPITAL GROUP CO., LTD. By: /s/ Chuan Jin, President, HNA Capital Group Co., Ltd.; Executive Chairman of the Board of Directors, HNA Capital Group Co., Ltd. 11/21/2018
Signature of Reporting Person Date
HNA CAPITAL (HONG KONG) HOLDING CO., LTD. By: /s/ Zhisheng Tong, Board Director, HNA Capital (Hong Kong) Holding Co., Ltd. 11/21/2018
Signature of Reporting Person Date
ALERON INVESTMENTS, LTD. By: /s/ Kai Ren, Board Director, Aleron Investments Ltd.; Chief Financial Officer, HNA Capital Group Co., Ltd. 11/21/2018
Signature of Reporting Person Date
HNA CAPITAL (U.S.) HOLDING LLC By: /s/ Enrico Marini Fichera, Chief Executive Officer, HNA Capital (U.S.) Holding LLC 11/21/2018
Signature of Reporting Person Date
HNA EAGLE HOLDCO LLC By: /s/ Enrico Marini Fichera, Chief Executive Officer, HNA Eagle Holdco LLC 11/21/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The ordinary shares of BrightSphere Investment Group plc (the "Issuer"), par value $0.001 per share (the "Ordinary Shares"), were sold to Paulson & Co., Inc. ("Paulson") pursuant to a share purchase agreement, dated as of November 16, 2018.
( 2 )The Ordinary Shares reported herein are directly owned by HNA Eagle Holdco LLC ("HNA Eagle") and indirectly owned by HNA Group Co., Ltd. ("HNA Group"), HNA Capital Group Co., Ltd. ("HNA Parent"), HNA Capital (Hong Kong) Holding Co., Ltd. ("HNA HK"), Aleron Investments, Ltd. ("Aleron") and HNA Capital (U.S.) Holding LLC ("HNA Capital", together with HNA Eagle, HNA Group, HNA HK, and Aleron, the "Reporting Persons"). HNA Eagle is a direct wholly-owned subsidiary of HNA Capital. HNA Capital is a direct wholly-owned subsidiary of Aleron. Aleron is a wholly-owned subsidiary of HNA HK. HNA HK is a wholly-owned subsidiary of HNA Parent. HNA Parent is 88.5% owned by HNA Group. The Reporting Persons disclaim beneficial ownership over the Ordinary Shares reported herein except to the extent of their respective pecuniary interest therein.

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