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ITEM 1(a).
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NAME OF ISSUER:
SPX Flow, Inc.
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ITEM 1(b).
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ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
13320 Ballantyne Corporate Place
Charlotte, North Carolina 28277
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ITEM 2(a).
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NAME OF PERSON FILING:
This statement is filed by:
ACR Alpine Capital Research, LLC (ACR), a Delaware limited liability company;
Alpine Investment Management, LLC (AIM), a Missouri limited liability company;
Alpine Private Capital, LLC (APC), a Delaware limited liability company;
Alpine Partners Management, LLC (APM), a Missouri limited liability company;
MQR, L.P. (MQRLP), a Delaware limited partnership;
ACR Multi-Strategy Quality Return Fund (MQRFUND), a non-diversified series of Investment Managers Series Trust II, a Delaware statutory trust;
ACR International Quality Return Fund (IQRFUND), a non-diversified series of Investment Managers Series Trust II, a Delaware statutory trust; and
Nicholas V. Tompras.
Each of the foregoing is referred to as a Reporting Person and collectively as the Reporting Persons.
ACR serves as the Investment Manager of MQRLP, MQRFUND, IQRFUND and accounts it separately manages (the
Separately Managed Accounts). APC has delegated investment discretion for accounts it separately manages to ACR (APC
Accounts). AIM is the majority owner of ACR and APC. APM is the General Partner of MQRLP. Nicholas V. Tompras is the Chief Executive Officer and Chief Investment Officer of ACR, the Managing Member of AIM and the Managing Member of APM. By virtue of these relationships, each of ACR, AIM, APM and Mr. Tompras may be deemed to beneficially own the Issuers Common Stock, $0.01 par value (the Shares), owned directly by MQRLP, and each of ACR, AIM and Mr. Tompras may be deemed to beneficially own the Shares owned directly by MQRFUND, IQRFUND, the APC Accounts and the Separately Managed Accounts.
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ITEM 2(b).
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ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The principal business address of each of the Reporting Persons is 8000 Maryland Avenue, Suite 700, Saint Louis, Missouri 63105.
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ITEM 2(c).
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CITIZENSHIP:
Each of AIM and APM is organized under the laws of the State of Missouri. Each of ACR, APC and MQRLP is
organized under the laws of the State of Delaware. MQRFUND and IQRFUND are organized as a non-diversified series of Investment Managers Series Trust II, a statutory trust organized under the laws of the State of Delaware. Nicholas V. Tompras is a citizen of the United States of America.
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ITEM 2(d).
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TITLE OF CLASS OF SECURITIES:
Common Stock, $0.01 Par Value
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ITEM 2(e).
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CUSIP NUMBER:
78469x107
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ITEM 3.
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IF THIS STATEMENT IS FILED PURSUANT TO SECTION 240.13d-1(b), or 13d-2(b) or (c) CHECK WHETHER THE PERSON FILING IS A:
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(a)
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Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78c);
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(b)
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Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);
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(e)
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An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G);
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(h)
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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A non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J);
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(k)
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Group, in accordance with 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with 240.13d1(b)(1)(ii)(J), please specify the type of institution:
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Not applicable.
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ITEM 4.
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OWNERSHIP
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(a) Amount beneficially owned:
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MQRLP owns directly 30,200 Shares. MQRFUND owns directly 63,773 Shares. IQRFUND owns directly 14,400 SHares. The APC Accounts own directly 367,905 Shares. The Separately Managed Accounts own directly 1,843,620 Shares.
As the Investment Manager of MQRLP, MQRFUND, IQRFUND, the APC Accounts and the Separately Managed Accounts, ACR may be deemed to beneficially own the 2,319,898 Shares owned directly by MQRLP, MQRFUND, IQRFUND, the APC Accounts and the Separately Managed Accounts. As the primary owner of ACR, AIM may be deemed to beneficially own the 2,319,898 Shares owned directly by MQRLP, MQRFUND, IQRFUND, the APC Accounts and the Separately Managed Accounts. As the General Partner of MQRLP, APM may be deemed to beneficially own the 30,200 Shares owned directly by MQRLP. As the Chief Executive Officer and Chief Investment Officer of ACR, the Managing Member of AIM and the Managing Member of APM, Mr. Tompras may be deemed to beneficially own 2,319,898 Shares owned directly by MQRLP, MQRFUND,IQRFUND, the APC Accounts and the Separately Managed Accounts.
The filing of this Schedule 13G shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein.
Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that are not owned directly by such Reporting Person.
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(b) Percent of class:
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The aggregate percentage of Shares reported owned by each person named herein is based upon 42,395,152
Shares outstanding, as of October 27, 2017, which is the total number of Shares outstanding as reported in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 1, 2017.
The 30,200 Shares owned directly by MQRLP represent less than 1% of the outstanding Shares. The 63,773
Shares owned directly by MQRFUND represent less than 1% of the outstanding Shares. The 14,400
Shares owned directly by IQRFUND represent less than 1% of the outstanding Shares. The 367,905 Shares owned directly by the APC Accounts represent less than 1% of the outstanding Shares. The 1,843,620 Shares owned directly by the Separately Managed Accounts represent approximately 4.35% of the outstanding Shares.
By virtue of its relationships with MQRLP, MQRFUND, IQRFUND the APC Accounts and the Separately Managed Accounts, ACR may be deemed to beneficially own the 2,319,898 Shares owned directly by MQRLP, MQRFUND, IQRFUND, the APC Accounts and the Separately Managed Accounts representing approximately 5.47% of the outstanding Shares.
By virtue of its relationship with ACR, AIM may be deemed to beneficially own the 2,319,898 Shares owned directly by MQRLP, MQRFUND,IQRFUND the APC Accounts and the Separately Managed Accounts representing approximately 5.47% of the outstanding Shares.
By virtue of its relationship with MQRLP, APM may be deemed to beneficially own the 30,200 Shares owned directly by MQRLP, representing less than 1% of the outstanding Shares.
By virtue of his relationships with ACR, AIM and APM, Mr. Tompras may be deemed to beneficially own the
2,319,898 Shares owned directly by MQRLP, MQRFUND, IQRFUND the APC Accounts and the Separately Managed Accounts representing approximately 5.47% of the outstanding Shares.
This Schedule 13G reports an aggregate of 2,319,898 Shares, representing approximately 5.47% of the
outstanding Shares.
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(c) Number of shares as to which the person has:
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(i) sole power to vote or to direct the vote:
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0
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(ii) shared power to vote or to direct the vote:
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MQRLP, ACR, AIM, APM and Mr. Tompras share the power to vote or direct the vote of the 30,200 Shares owned directly by MQRLP.
MQRFUND, ACR, AIM and Mr. Tompras share the power to vote or direct the vote of the 63,773 Shares owned directly by MQRFUND.
IQRFUND, ACR, AIM and Mr. Tompras share the power to vote or direct the vote of the 14,400 Shares owned directly by IQRFUND.
ACR, AIM and Mr. Tompras share the power to vote or direct the vote of the 367,905 Shares in the APC Accounts and the 1,843,620 owned directly by the Separately Managed Accounts.
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(iii) sole power to dispose or direct the disposition of:
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0
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(iv) shared power to dispose or to direct the disposition of:
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MQRLP, ACR, AIM, APM and Mr. Tompras share the power to vote or direct the vote of the 30,200 Shares owned directly by MQRLP.
MQRFUND, ACR, AIM and Mr. Tompras share the power to vote or direct the vote of the 63,773 Shares owned directly by MQRFUND.
IQRFUND, ACR, AIM and Mr. Tompras share the power to vote or direct the vote of the 14,400 Shares owned directly by IQRFUND.
ACR, AIM and Mr. Tompras share the power to vote or direct the vote of the 367,905 Shares in the APC Accounts and the 1,843,620 owned directly by the Separately Managed Accounts.
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ITEM 5.
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OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following
[ ].
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ITEM 6.
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OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
Not applicable.
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ITEM 7.
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IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
Not applicable.
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ITEM 8.
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IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
See Exhibit 1.
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ITEM 9.
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NOTICE OF DISSOLUTION OF GROUP:
Not applicable.
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ITEM 10.
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CERTIFICATION:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.
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