Statement of Ownership (sc 13g)
February 14 2019 - 12:26PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Under the Securities
Exchange Act of 1934
(Amendment No. )*
Actuant Corp.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
00508X203
(CUSIP Number)
December 31, 2018
(Date of Event Which Requires Filing
of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
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[X]
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Rule 13d-1(b)
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[ ]
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Rule 13d-1(c)
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[ ]
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Rule 13d-1(d)
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*
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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.
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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 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all
other provisions of the Act.
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CUSIP No. 00508X203
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13G
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Page
2 of 9 Pages
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1.
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NAME
OF REPORTING PERSON
Clarkston Capital Partners, LLC
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
83-0473650
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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)
[ ]
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Michigan limited liability company
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE
VOTING POWER
0
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6.
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SHARED
VOTING POWER
2,935,057
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7.
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SOLE
DISPOSITIVE POWER
0
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8.
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SHARED
DISPOSITIVE POWER
3,061,467
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,061,467
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10.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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[ ]
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.01%
1
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12.
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TYPE
OF REPORTING PERSON
IA
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1
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Based
upon 61,124,834 shares of Class A common stock, par value $0.20 per share (“Common Stock”), of Actuant Corp. (the
“Issuer”), outstanding as of December 31, 2018, as reported in the Issuer’s quarterly report on Form 10-Q filed
with the Securities and Exchange Commission on January 4, 2019.
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CUSIP No. 00508X203
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13G
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Page
3 of 9 Pages
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1.
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NAME
OF REPORTING PERSON
Jeffrey A. Hakala
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
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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)
[ ]
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3.
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SEC
USE ONLY
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4.
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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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5.
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SOLE
VOTING POWER
0
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6.
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SHARED
VOTING POWER
2,935,057
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7.
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SOLE
DISPOSITIVE POWER
0
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8.
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SHARED
DISPOSITIVE POWER
3,061,467
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,061,467
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10.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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[ ]
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.01%
2
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12.
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TYPE
OF REPORTING PERSON
HC, IN
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2
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Based
upon 61,124,834 shares of Common Stock of the Issuer, outstanding as of December 31, 2018, as reported in the Issuer’s quarterly
report on Form 10-Q filed with the Securities and Exchange Commission on January 4, 2019.
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CUSIP No. 00508X203
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13G
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Page
4 of 9 Pages
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1.
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NAME
OF REPORTING PERSON
Gerald W. Hakala
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
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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)
[ ]
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3.
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SEC
USE ONLY
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4.
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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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5.
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SOLE
VOTING POWER
0
|
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6.
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SHARED
VOTING POWER
2,935,057
|
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7.
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SOLE
DISPOSITIVE POWER
0
|
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8.
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SHARED
DISPOSITIVE POWER
3,061,467
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,061,467
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10.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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[ ]
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.01%
3
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12.
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TYPE
OF REPORTING PERSON
HC, IN
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3
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Based
upon 61,124,834 shares of Common Stock of the Issuer, outstanding as of December 31, 2018, as reported in the Issuer’s quarterly
report on Form 10-Q filed with the Securities and Exchange Commission on January 4, 2019.
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CUSIP No. 00508X203
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13G
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Page
5 of 9 Pages
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1.
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NAME
OF REPORTING PERSON
Jeremy J. Modell
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
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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)
[ ]
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Michigan limited liability company
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE
VOTING POWER
0
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6.
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SHARED
VOTING POWER
2,935,057
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7.
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SOLE
DISPOSITIVE POWER
0
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8.
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SHARED
DISPOSITIVE POWER
3,061,467
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,061,467
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10.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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[ ]
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.01%
4
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12.
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TYPE
OF REPORTING PERSON
HC, IN
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4
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Based
upon 61,124,834 shares of Common Stock of the Issuer, outstanding as of December 31, 2018, as reported in the Issuer’s quarterly
report on Form 10-Q filed with the Securities and Exchange Commission on January 4, 2019.
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CUSIP No. 00508X203
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13G
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Page
6 of 9 Pages
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Item 1(a).
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Name of Issuer:
Actuant Corp. (the “Issuer”)
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
N86 W12500 Westbrook Crossing, Menomonee Falls, WI 53051
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Item 2(a).
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Name of Persons Filing:
This Schedule 13G is filed jointly
pursuant to that certain Joint Filing Agreement filed herewith as Exhibit 99.1 by:
(1) Clarkston Capital Partners, LLC
(“CCP”)
(2) Jeffrey A. Hakala
(3) Gerald W. Hakala
(4) Jeremy J. Modell
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Item 2(b).
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Address of Principal Business Office or, if None, Residence:
91 West Long Lake Road, Bloomfield Hills, MI 48304
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Item 2(c).
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Citizenship:
CCP is a Michigan limited liability
company. Jeffrey A. Hakala, Gerald W. Hakala, and Jeremy J. Modell (the “Individual Reporting Persons”) are citizens
of the United States of America.
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Item 2(d).
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Title of Class of Securities:
Class A Common Stock, $0.20 par value
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Item 2(e).
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CUSIP Number:
00508X203
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Item 3.
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If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing
is a:
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(a)
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[ ]
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Broker or dealer registered under section
15 of the Act (15 U.S.C. 78o).
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(b)
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[ ]
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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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[ ]
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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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[X]
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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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[ ]
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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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[X]
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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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[ ]
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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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[ ]
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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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[ ]
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Group, in accordance with §240.13d-1(b)(1)(ii)(K).
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CUSIP No. 00508X203
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13G
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Page
7 of 9 Pages
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Item 4.
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Ownership.
Collectively, the securities reported in this Schedule 13G are held in the accounts of CCP’s discretionary clients.
Jeffrey A. Hakala, Gerald W. Hakala, and Jeremy J. Modell as trustee of the Jeremy J. Modell Revocable Living Trust dated November 6, 2006, were the sole members of CCP during the 2018 calendar year. The Individual Reporting Persons therefore may be deemed to be control persons of CCP.
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(a)
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Amount beneficially owned:
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CCP is the beneficial owner of 3,061,467 shares of Common Stock;
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Jeffrey A. Hakala is the beneficial owner of 3,061,467 shares of Common Stock;
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Gerald W. Hakala is the beneficial owner of 3,061,467 shares of Common Stock; and
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Jeremy J. Modell is the beneficial owner of 3,061,467 shares of Common Stock.
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(b)
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Percent of class:
1
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CCP is the beneficial owner of 5.01% of the outstanding shares of Common Stock;
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Jeffrey A. Hakala is the beneficial owner of 5.01% of the outstanding shares of Common Stock;
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Gerald W. Hakala is the beneficial owner of 5.01% of the outstanding shares of Common Stock; and
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Jeremy J. Modell is the beneficial owner of 5.01% of the outstanding shares of Common Stock.
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(c)
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Number of shares as to which the person has:
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(i)
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Sole
power to vote or to direct the vote:
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Each of CCP and the Individual
Reporting Persons has the sole power to vote or direct the vote over 0 shares of Common Stock.
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(ii)
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Shared
power to vote or to direct the vote:
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CCP has the shared power to
vote or to direct the vote over 2,935,057 shares of Common Stock;
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Jeffrey A. Hakala has the shared
power to vote or to direct the vote over 2,935,057 shares of Common Stock;
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Gerald W. Hakala has the shared
power to vote or to direct the vote over 2,935,057 shares of Common Stock; and
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Jeremy J. Modell has the shared
power to vote or to direct the vote over 2,935,057 shares of Common Stock.
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(iii)
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Sole
power to dispose or to direct the disposition of:
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Each of CCP and the Individual
Reporting Persons has the sole power to dispose or direct the disposition of 0 shares of Common Stock.
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(iv)
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Shared
power to dispose or to direct the disposition of:
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CCP has the shared power to
dispose or to direct the disposition of 3,061,467 shares of Common Stock;
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Jeffrey A. Hakala has the shared
power to dispose or to direct the disposition of 3,061,467 shares of Common Stock;
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Gerald W. Hakala has the shared
power to dispose or to direct the disposition of 3,061,467 shares of Common Stock; and
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Jeremy J. Modell has the
shared power to dispose or to direct the disposition of 3,061,467 shares of Common Stock.
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5
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Based upon 61,124,834 shares of Common Stock of the Issuer,
outstanding as of December 31, 2018, as reported in the Issuer’s quarterly report on Form 10-Q filed with the Securities
and Exchange Commission on January 4, 2019.
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CUSIP No. 00508X203
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13G
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Page
8 of 9 Pages
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Item 5.
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Ownership of Five Percent or Less of a Class.
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Not applicable.
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Item 6.
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Ownership of More Than Five Percent on Behalf of Another Person.
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The shares reported in this statement have been purchased by CCP on behalf of CCP’s discretionary clients. CCP’s clients have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of such securities, subject to CCP’s general authority to invest and reinvest the assets in each account under its management.
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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 or Control Person.
With respect to the Individual Reporting Persons, see Item
4.
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Item 8.
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Identification and Classification of Members of the Group.
Not applicable.
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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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Certifications.
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, other than activities solely in connection
with a nomination under §§ 240.14a-11.
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CUSIP No. 00508X203
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13G
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Page
9 of 9 Pages
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SIGNATURE
After reasonable
inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.
CLARKSTON CAPITAL PARTNERS, LLC
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By:
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/s/Jeffrey A. Hakala
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February 13, 2019
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Name:
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Jeffrey A. Hakala
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Title:
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Chief Executive Officer
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JEFFREY A. HAKALA
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/s/Jeffrey A. Hakala
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February 13, 2019
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Jeffrey A. Hakala
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GERALD W. HAKALA
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/s/Gerald W. Hakala
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February 13, 2019
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Gerald W. Hakala
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JEREMY J. MODELL
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/s/Jeremy J. Modell
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February 13, 2019
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Jeremy J. Modell
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