UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G*

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2

(Amendment No.     )*

Under the Securities Exchange Act of 1934

 

 

Wesco International Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

95082P105

(CUSIP Number)

August 24, 2015

(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)

¨  Rule 13d-1(c)

¨  Rule 13d-1(d)

 

* 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 the disclosures provided in a prior cover page.

The information required in 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. 95082P105     Page 2 of 18

 

  1   

NAME OF REPORTING PERSONS

 

EdgePoint Investment Group Inc. (the successor corporation to EdgePoint Investment Management Inc.)

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Ontario

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

4,343,309

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

4,343,309

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,343,309

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

10.0%1

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

FI

 

1  The calculation of percentage of beneficial ownership in this filing was derived from the Issuer’s Form 10-Q for the quarter ended June 30, 2015 filed with the Securities and Exchange Commission, in which the Issuer stated that the number of shares of its common stock outstanding at July 30, 2015 was 43,547,989 shares.

CUSIP No. 95082P105     Page 3 of 18

 

  1   

NAME OF REPORTING PERSONS

 

Cymbria Corporation

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Ontario

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

339,566

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

339,566

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

339,566

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.8%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

FI

CUSIP No. 95082P105     Page 4 of 18

 

  1   

NAME OF REPORTING PERSONS

 

EdgePoint Global Growth & Income Portfolio

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Ontario

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

731,484

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

731,484

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

731,484

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

1.7%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

FI

 

CUSIP No. 95082P105     Page 5 of 18

 

  1   

NAME OF REPORTING PERSONS

 

EdgePoint Global Portfolio

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Ontario

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

2,179,633

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

2,179,633

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,179,633

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

5.0%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

FI

 

CUSIP No. 95082P105     Page 6 of 18

 

  1   

NAME OF REPORTING PERSONS

 

EdgePoint Canadian Growth & Income Portfolio

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Ontario

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

116,412

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

116,412

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

116,412

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.3%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

FI

 

CUSIP No. 95082P105     Page 7 of 18

 

  1   

NAME OF REPORTING PERSONS

 

EdgePoint Canadian Portfolio

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Ontario

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

124,780

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

124,780

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

124,780

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.3%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

FI

CUSIP No. 95082P105     Page 8 of 18

 

  1   

NAME OF REPORTING PERSONS

 

St. James’s Place Global Equity Unit Trust

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United Kingdom

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

847,414

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

847,414

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

847,414

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

1.9%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

FI

CUSIP No. 95082P105     Page 9 of 18

 

  1   

NAME OF REPORTING PERSONS

 

EdgePoint Wealth Management Inc.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Ontario

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

4,020

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

4,020

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,020

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.01%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

FI

CUSIP No. 95082P105       Page 10 of 18

 

Item 1.    (a)    Name of Issuer: Wesco International Inc.
   (b)    Address of Issuer’s Principal Executive Offices: 225 West Station Square Drive, Suite 700, Pittsburgh, PA 15219
Item 2.    (a)    Name of Person Filing: The persons filing this Schedule 13G are: (i) EdgePoint Investment Group Inc. (“EIG”), an advisor/portfolio manager (investment fund manager) registered with the Ontario Securities Commission; (ii) Cymbria Corporation (“Cymbria”), a closed end fund corporation; (iii) EdgePoint Canadian Growth & Income Portfolio (“EPC G&I”), a mutual fund trust; (iv) EdgePoint Canadian Portfolio (“EPC”), a mutual fund trust; (v) EdgePoint Global Growth & Income Portfolio (“EPG G&I”), a mutual fund trust; (vi) EdgePoint Global Portfolio (“EPG”), a mutual fund trust; (vii) St James’s Place Global Equity Unit Trust (“SJPGEUT” and together with Cymbria, EPG G&I, EPG, EPC G&I, EPC, the “Funds”), a unit trust collective investment scheme, and (viii) EdgePoint Wealth Management Inc. (“EPWM”), an Ontario corporation. EIG is the advisor/portfolio manager to each of the Funds and EPWM is the investment fund manager in respect of each of the Funds. EIG and each of the Funds are party to an investment management agreement pursuant to which all voting and dispositive power over securities held by each Fund is delegated to EIG. The investment management agreement can be terminated by any party on 60 days’ prior notice with the exception of SJPGEUT where 90 days’ prior notice is required by EIG and no notice by SJPGEUT. Attached as Exhibit 1 hereto, which is incorporated by reference herein, is an agreement between EIG, EPWM and the Funds that this Schedule 13G is filed on behalf of each of them.
   (b)    Address of Principal Business Office or, if none, Residence: 150 Bloor Street West, Suite 500, Toronto, Ontario M5S 2X9, Canada
   (c)   

Citizenship:

 

EIG is a corporation organized under the laws of Ontario

 

Cymbria is a corporation organized under the laws of Ontario

 

EPG G&I is a mutual fund trust established under the laws of Ontario

 

EPG is a mutual fund trust established under the laws of Ontario

 

EPC G&I is a mutual fund trust established under the laws of Ontario

 

EPC is a mutual fund trust established under the laws of Ontario

 

SJPGEUT is a unit trust collective investment scheme established under the laws of the United Kingdom

 

EPWM is a corporation organized under the laws of Ontario

   (d)    Title of Class of Securities: Common Stock
   (e)    CUSIP Number: 95082P105

 

Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

        (a)    ¨    Broker or dealer registered under Section 15 of the Exchange Act;
        (b)    ¨    Bank as defined in Section 3(a)(6) of the Exchange Act;
        (c)    ¨    Insurance company as defined in Section 3(a)(19) of the Exchange Act;
        (d)    ¨    Investment company registered under Section 8 of the Investment Company Act;

CUSIP No. 95082P105       Page 11 of 18

 

        (e)    ¨    An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
        (f)    ¨    An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
        (g)    ¨    A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
        (h)    ¨    A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
        (i)    ¨    A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
        (j)    x    A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
        (k)    ¨    Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution:

EIG is comparable to an IA and each of the Funds is, and in the current context, EPWM is, comparable to an IV.

CUSIP No. 95082P105       Page 12 of 18

 

Item 4. Ownership.

EIG

 

  (a) Amount beneficially owned: 4,343,309

 

  (b) Percent of class: 10.0%

 

  (c) Number of shares as to which the person has:

 

  (i) Sole power to vote or to direct the vote 0

 

  (ii) Shared power to vote or to direct the vote: 4,343,309

 

  (iii) Sole power to dispose or to direct the disposition of: 0

 

  (iv) Shared power to dispose or to direct the disposition of: 4,343,309

Cymbria

 

  (a) Amount beneficially owned: 339,566

 

  (b) Percent of class: 0.8%

 

  (c) Number of shares as to which the person has:

 

  (i) Sole power to vote or to direct the vote 0

 

  (ii) Shared power to vote or to direct the vote: 339,566

 

  (iii) Sole power to dispose or to direct the disposition of: 0

 

  (iv) Shared power to dispose or to direct the disposition of: 339,566

EPG G&I

 

  (a) Amount beneficially owned: 731,484

 

  (b) Percent of class: 1.7%

 

  (c) Number of shares as to which the person has:

 

  (i) Sole power to vote or to direct the vote 0

 

  (ii) Shared power to vote or to direct the vote: 731,484

 

  (iii) Sole power to dispose or to direct the disposition of: 0

 

  (iv) Shared power to dispose or to direct the disposition of: 731,484

EPG

 

  (a) Amount beneficially owned: 2,179,633

 

  (b) Percent of class: 5.0%

CUSIP No. 95082P105       Page 13 of 18

 

  (c) Number of shares as to which the person has:

 

  (i) Sole power to vote or to direct the vote 0

 

  (ii) Shared power to vote or to direct the vote: 2,179,633

 

  (iii) Sole power to dispose or to direct the disposition of: 0

 

  (iv) Shared power to dispose or to direct the disposition of: 2,179,633

SJPGEUT

 

  (a) Amount beneficially owned: 847,414

 

  (b) Percent of class: 1.9%

 

  (c) Number of shares as to which the person has:

 

  (i) Sole power to vote or to direct the vote 0

 

  (ii) Shared power to vote or to direct the vote: 847,414

 

  (iii) Sole power to dispose or to direct the disposition of: 0

 

  (iv) Shared power to dispose or to direct the disposition of: 847,414

EPC G&I

 

  (a) Amount beneficially owned: 116,412

 

  (b) Percent of class: 0.3%

 

  (c) Number of shares as to which the person has:

 

  (i) Sole power to vote or to direct the vote 0

 

  (ii) Shared power to vote or to direct the vote: 116,412

 

  (iii) Sole power to dispose or to direct the disposition of: 0

 

  (iv) Shared power to dispose or to direct the disposition of 116,412

EPC

 

  (a) Amount beneficially owned: 124,780

 

  (b) Percent of class: 0.3%

 

  (c) Number of shares as to which the person has:

 

  (i) Sole power to vote or to direct the vote 0

 

  (ii) Shared power to vote or to direct the vote: 124,780

 

  (iii) Sole power to dispose or to direct the disposition of: 0

 

  (iv) Shared power to dispose or to direct the disposition of 124,780

CUSIP No. 95082P105       Page 14 of 18

 

EPWM

 

  (a) Amount beneficially owned: 4,020

 

  (b) Percent of class: 0.01%

 

  (c) Number of shares as to which the person has:

 

  (i) Sole power to vote or to direct the vote 0

 

  (ii) Shared power to vote or to direct the vote: 4,020

 

  (iii) Sole power to dispose or to direct the disposition of: 0

 

  (iv) Shared power to dispose or to direct the disposition of 4,020

 

Item 5. Ownership of Five Percent or Less of a Class

Not Applicable

 

Item 6 Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not Applicable

CUSIP No. 95082P105       Page 15 of 18

 

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.

By signing below I also certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to investment advisers and investment companies is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.

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.

 

September 10, 2015

Date

/s/ Patrick Farmer

Patrick Farmer/Chief Compliance Officer

CUSIP No. 95082P105       Page 16 of 18

 

Exhibit 1

AGREEMENT

AGREEMENT, dated as of September 10, 2015, by and among EdgePoint Investment Group Inc. (“EIG”), an Ontario corporation; Cymbria Corporation (“Cymbria”), an Ontario corporation; EdgePoint Canadian Growth & Income Portfolio (“EPC G&I”), an Ontario mutual fund trust; EdgePoint Canadian Portfolio (“EPC”), an Ontario mutual fund trust; EdgePoint Global Growth & Income Portfolio (“EPG G&I”), an Ontario mutual fund trust; EdgePoint Global Portfolio (“EPG”), an Ontario mutual fund trust; St. James’s Place Global Equity Unit Trust (“SJPGEUT” and together with Cymbria, EPG G&I, EPG, EPC G&I and EPC, the “Funds”), a unit collective investment scheme; and EdgePoint Wealth Management Inc. (“EPWM” and together with EIG and the Funds, the “Parties” and each, a “Party”) an Ontario corporation.

WHEREAS, in accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934 (the “Act”), only one such statement need be filed whenever two or more persons are required to file a statement pursuant to Section 13(d) of the Act with respect to the same securities, provided that said persons agree in writing that such statement is filed on behalf of each of them.

NOW, THEREFORE, in consideration of the premises and mutual agreements herein contained, the parties hereto agree as follows:

Each of the Parties hereby agrees, in accordance with Rule 13d-1(k) under the Act, to file one statement on Schedule 13G relating to its ownership of the Common Stock of Wesco International Inc. and hereby further agrees that said statement shall be filed on behalf of each Party. Nothing herein shall be deemed to be an admission that the Parties, or any of them, are members of a “group” (within the meaning of Section 13(d) of the Act and the rules promulgated thereunder) with respect to any securities of Wesco International Inc.

CUSIP No. 95082P105       Page 17 of 18

 

IN WITNESS WHEREOF, the parties have executed this agreement as of the date first written above.

 

EDGEPOINT INVESTMENT GROUP INC.
By:  

/s/ Patrick Farmer

CYMBRIA CORPORATION
By: EdgePoint Investment Group Inc., as manager
By:  

/s/ Patrick Farmer

EDGEPOINT CANADIAN GROWTH & INCOME PORTFOLIO
By: EdgePoint Investment Group Inc., as manager
By:  

/s/ Patrick Farmer

EDGEPOINT CANADIAN PORTFOLIO
By: EdgePoint Investment Group Inc., as manager
By:  

/s/ Patrick Farmer

EDGEPOINT GLOBAL GROWTH & INCOME PORTFOLIO
By: EdgePoint Investment Group Inc., as manager
By:  

/s/ Patrick Farmer

EDGEPOINT GLOBAL PORTFOLIO
By: EdgePoint Investment Group Inc., as manager
By:  

/s/ Patrick Farmer

CUSIP No. 95082P105       Page 18 of 18

 

ST. JAMES’S PLACE GLOBAL EQUITY UNIT TRUST
By: EdgePoint Investment Group Inc., as manager
By:  

/s/ Patrick Farmer

EDGEPOINT WEALTH MANAGEMENT INC.
By:  

/s/ Patrick Farmer

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