Amended Statement of Beneficial Ownership (sc 13d/a)
May 06 2020 - 5:06PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D/A
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Under the Securities Exchange Act of 1934
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(Amendment No. 2)*
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Adient plc
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(Name of Issuer)
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Ordinary
Shares, par value $0.001
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(Title of Class of Securities)
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G0084W101
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(CUSIP Number)
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Peter Carlin
Blue Harbour Group, LP
646 Steamboat Road
Greenwich, Connecticut 06830
(203) 422-6540
with a copy to:
Eleazer Klein, Esq.
Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York 10022
(212) 756-2000
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(Name, Address and Telephone Number of Person
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Authorized to Receive Notices and Communications)
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May 6, 2020
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(Date of Event Which Requires Filing of This Statement)
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If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule
13d-1(f) or Rule 13d-1(g), check the following box. [ ]
(Page 1 of 6 Pages)
______________________________
* 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 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. G0084W101
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SCHEDULE 13D/A
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Page 2 of 6 Pages
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1
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NAME OF REPORTING PERSON
Blue Harbour Group, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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
0
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8
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SHARED VOTING POWER
4,166,140 Ordinary Shares
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
4,166,140 Ordinary Shares
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
4,166,140 Ordinary Shares
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.44%
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14
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TYPE OF REPORTING PERSON
PN; IA
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CUSIP No. G0084W101
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SCHEDULE 13D/A
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Page 3 of 6 Pages
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1
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NAME OF REPORTING PERSON
Blue Harbour Holdings, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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
0
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8
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SHARED VOTING POWER
4,166,140 Ordinary Shares
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
4,166,140 Ordinary Shares
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
4,166,140 Ordinary Shares
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.44%
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14
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TYPE OF REPORTING PERSON
OO
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CUSIP No. G0084W101
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SCHEDULE 13D/A
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Page 4 of 6 Pages
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1
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NAME OF REPORTING PERSON
Clifton S. Robbins
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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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
0
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8
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SHARED VOTING POWER
4,166,140 Ordinary Shares
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
4,166,140 Ordinary Shares
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
4,166,140 Ordinary Shares
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.44%
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14
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TYPE OF REPORTING PERSON
IN
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CUSIP No. G0084W101
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SCHEDULE 13D/A
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Page 5 of 6 Pages
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This Amendment No. 2 ("Amendment No. 2") amends
and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on
September 15, 2017 (the "Original Schedule 13D" and together with this Amendment No. 1 to the Original Schedule
13D filed with the SEC on May 18, 2018 and this Amendment No. 2, the "Schedule 13D") with respect to the ordinary
shares, par value $0.001 (the "Ordinary Shares"), of Adient plc, a public limited company organized under the
laws of Ireland (the "Issuer"). Capitalized terms used herein and not otherwise defined in this Amendment No.
2 have the meanings set forth in the Schedule 13D. This Amendment No. 2 amends Items 5(a)-(c) and (e) as set forth below.
Item 5.
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INTEREST IN SECURITIES OF THE ISSUER
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Paragraphs (a) – (c) and (e) of Item 5 of the Schedule 13D are hereby amended and restated in their entirety as follows:
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(a) – (b)
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The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of this Schedule 13D are incorporated herein by reference. As of the date hereof, the Reporting Persons beneficially own an aggregate of 4,166,140 Ordinary Shares, which Ordinary Shares may be deemed to be beneficially owned by each of the Manager, Manager GP and Mr. Robbins, and which represent approximately 4.44% of the outstanding Ordinary Shares. All percentages set forth herein are based upon a total of 93,793,433 Ordinary Shares outstanding, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2019, filed with the Securities and Exchange Commission on February 7, 2020.
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For purposes of disclosing the number of Ordinary Shares beneficially owned by each of the Reporting Persons, Manager, Manager GP and Mr. Robbins may be deemed to own beneficially (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) all Ordinary Shares that are owned beneficially and directly by the Reporting Persons. Each of Manager, Manager GP and Mr. Robbins disclaims beneficial ownership of such Ordinary Shares for all other purposes.
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(c) On May 6, 2020, the Manager
distributed an aggregate of 2,384,350 Ordinary Shares to the investors in certain funds managed by the Manager. Other
than as set forth herein, the Reporting Persons have not effected any transactions in the Ordinary Shares during the past sixty
days.
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(e) May 6, 2020
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CUSIP No. G0084W101
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SCHEDULE 13D/A
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Page 6 of 6 Pages
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SIGNATURES
After reasonable inquiry and to the best
of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: May 6, 2020
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BLUE HARBOUR GROUP, LP
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By: Blue Harbour Holdings, LLC, its general partner
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By:
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/s/ Clifton S. Robbins
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Name: Clifton S. Robbins
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Title: Managing Member
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blue harbour holdings,
llc
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By:
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/s/ Clifton S. Robbins
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Name: Clifton S. Robbins
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Title: Managing Member
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By:
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/s/ Clifton S. Robbins
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Clifton S. Robbins
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