sc13g

0000950134-07-025557.txt : 20071217 0000950134-07-025557.hdr.sgml : 20071217 20071217172822 ACCESSION NUMBER: 0000950134-07-025557 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20071217 DATE AS OF CHANGE: 20071217 GROUP MEMBERS: NORTH RUN ADVISORS,LLC GROUP MEMBERS: NORTH RUN GP,LP GROUP MEMBERS: THOMAS B. ELIIS GROUP MEMBERS: TODD B. HAMMER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRIPLE-S MANAGEMENT CORP CENTRAL INDEX KEY: 0001171662 STANDARD INDUSTRIAL CLASSIFICATION: ACCIDENT & HEALTH INSURANCE [6321] IRS NUMBER: 660555678 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-83449 FILM NUMBER: 071310913 BUSINESS ADDRESS: STREET 1: 1441 F.D. ROOSEVELT AVE. CITY: SAN JUAN STATE: A1 ZIP: 00920 BUSINESS PHONE: 7877494949 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NORTH RUN CAPITAL, L P CENTRAL INDEX KEY: 0001212897 IRS NUMBER: 364504416 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: ONE INTERNATIONAL PLACE STREET 2: SUITE 2401 CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6173106130 MAIL ADDRESS: STREET 1: ONE INTERNATIONAL PLACE STREET 2: SUITE 2401 CITY: BOSTON STATE: MA ZIP: 02110 FORMER COMPANY: FORMER CONFORMED NAME: NORTH RUN CAPITAL L P DATE OF NAME CHANGE: 20030106 SC 13G 1 d52419sc13g.htm SCHEDULE 13G sc13g

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 UNDER THE SECURITIES EXCHANGE ACT OF 1934

Triple-S Management Corporation

(Name of Issuer)

Class B Common Stock, par value $1.00 per share

(Title of Class of Securities)

896749108

(CUSIP Number)

December 6, 2007

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

þ Rule 13d-1(c)

o Rule 13d-1(d)


CUSIP No.		896749108	13G	Page		2		of		11


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) North Run Capital, LP 36-4504416

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5	SOLE VOTING POWER

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			1,600,000**

		6	SHARED VOTING POWER

			0

		7	SOLE DISPOSITIVE POWER

			1,600,000**

		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,600,000**

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	9.94%**

12	TYPE OF REPORTING PERSON*

	PN

*SEE INSTRUCTIONS BEFORE FILLING OUT

**SEE ITEM 4.

2 of 11


CUSIP No.		896749108	13G	Page		3		of		11


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) North Run GP, LP 37-1438821


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5	SOLE VOTING POWER

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			1,600,000**

		6	SHARED VOTING POWER

			0

		7	SOLE DISPOSITIVE POWER

			1,600,000**

		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,600,000**

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	9.94%**

12	TYPE OF REPORTING PERSON*

	PN

*SEE INSTRUCTIONS BEFORE FILLING OUT

**SEE ITEM 4.

3 of 11


CUSIP No.		896749108	13G	Page		4		of		11


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) North Run Advisors, LLC 35-2177955

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5	SOLE VOTING POWER

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			1,600,000**

		6	SHARED VOTING POWER

			0

		7	SOLE DISPOSITIVE POWER

			1,600,000**

		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,600,000**

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	9.94%**

12	TYPE OF REPORTING PERSON*

	OO

*SEE INSTRUCTIONS BEFORE FILLING OUT

**SEE ITEM 4.

4 of 11


CUSIP No.		896749108	13G	Page		5		of		11


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Todd B. Hammer

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

		5	SOLE VOTING POWER

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			1,600,000**

		6	SHARED VOTING POWER

			0

		7	SOLE DISPOSITIVE POWER

			1,600,000**

		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,600,000**

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	9.94%**

12	TYPE OF REPORTING PERSON*

	IN

*SEE INSTRUCTIONS BEFORE FILLING OUT

**SEE ITEM 4.

5 of 11


CUSIP No.		896749108	13G	Page		6		of		11


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Thomas B. Ellis

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

		5	SOLE VOTING POWER

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			1,600,000**

		6	SHARED VOTING POWER

			0

		7	SOLE DISPOSITIVE POWER

			1,600,000**

		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,600,000**

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	9.94%**

12	TYPE OF REPORTING PERSON*

	IN

*SEE INSTRUCTIONS BEFORE FILLING OUT

**SEE ITEM 4.

6 of 11

SCHEDULE 13G

This Schedule 13G (the “Schedule 13G”) is being filed on behalf of North Run Advisors, LLC, a Delaware limited liability company (“North Run”), North Run GP, LP, a Delaware limited partnership (the “GP”), North Run Capital, LP, a Delaware limited partnership (the “Investment Manager”), Todd B. Hammer and Thomas B. Ellis. Todd B. Hammer and Thomas B. Ellis are the principals and sole members and limited partners, as applicable, of North Run, the GP and the Investment Manager. North Run is the general partner for both the GP and the Investment Manager. The GP is the general partner of North Run Capital Partners, LP, a Delaware limited partnership (the “Fund”), North Run Qualified Partners, LP, a Delaware limited partnership (the “QP Fund”), and North Run Master Fund, LP, a Cayman Island exempted limited partnership (the “Master Fund”). The Fund, the QP Fund and North Run Offshore Partners, Ltd., a Cayman Island exempted company (the “Offshore Fund”), are also general partners of the Master Fund. This Schedule 13G relates to shares of Class B Common Stock of Triple-S Management Corporation, a Puerto Rico corporation (the “Issuer”) purchased by the Master Fund.



Item 1(a)		Name of Issuer.

		Triple-S Management Corporation

Item 1(b)		Address of Issuer’s Principal Executive Offices.

		1441 F.D. Roosevelt Avenue
		San Juan, Puerto Rico, 00920



Item 2(a)	Name of Person Filing.

		(1	)	North Run Capital, LP
		(2	)	North Run GP, LP
		(3	)	North Run Advisors, LLC
		(4	)	Todd B. Hammer
		(5	)	Thomas B. Ellis


Item 2(b)		Address of Principal Business Office, or, if none, Residence.

		For all Filers:
		One International Place, Suite 2401
		Boston, MA 02110
		(617) 310-6130

7 of 11


Item 2(c)	Citizenship or Place of Organization.

		(1	)	North Run Capital, LP is a Delaware limited partnership.
		(2	)	North Run GP, LP is a Delaware limited partnership.
		(3	)	North Run Advisors, LLC is a Delaware limited liability company.
		(4	)	Todd B. Hammer is a U.S. citizen.
		(5	)	Thomas B. Ellis is a U.S. citizen.


Item 2(d)		Title of Class of Securities.

		Class B Common Stock, par value $1.00 per share (the “Class B Shares”).

Item 2(e)		CUSIP Number.

		896749108

Item 3		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:

		Not Applicable.

Item 4		Ownership.


		(a)		North Run, the GP, the Investment Manager, Todd B. Hammer, and Thomas B. Ellis may be deemed the beneficial owners of 1,600,000 Class B Shares.

		(b)		North Run, the GP, the Investment Manager, Todd B. Hammer and Thomas B. Ellis may be deemed the beneficial owners of 9.94% of the outstanding Class B Shares. This percentage was determined by dividing 1,600,000 by 16,100,000, which is the number of Class B Shares outstanding as of December 6, 2007, after giving effect to the full exercise of the underwriters’ over-allotment option described in the Issuer’s registration statement on Form S-1/A filed on November 16, 2007 with the Securities and Exchange Commission (the “Registration Statement”), according to the Registration Statement and as subsequently confirmed by the Issuer. The outstanding Class B Shares represent approximately 50.0% of the Issuer’s share capital. Outstanding shares of the Issuer’s Class A common stock represent another approximately 50.0% of its share capital. Shares of Class A common stock are not registered under the Securities Exchange Act of 1934, nor are they listed on any national exchange. Except for a conversion provision applicable to shares of Class A common stock and the anti-dilution rights of the holders of Class B Shares, each as described in the Registration Statement, the rights of Class A common stock are identical to the rights of the Class B Shares.

		(c)		North Run, the GP, the Investment Manager, Todd B. Hammer and Thomas B. Ellis have the sole power to vote and dispose of the 1,600,000 Class B Shares beneficially owned.

8 of 11


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.

		Investors in the Funds identified in the introduction hereto have an indirect interest in dividends and/or sale proceeds of the Class B Shares. The Reporting Persons do not know of any single investor with an interest, directly or indirectly, in more than 5% of the Class B Shares.

Item 7		Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.

		Not Applicable.

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 each Reporting Person certifies that, to the best of such Reporting Person’s 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.

Exhibits		Exhibit 1

		Joint Filing Agreement, dated December 17, 2007, between North Run, GP, the Investment Manager, Todd B. Hammer and Thomas B. Ellis.

9 of 11

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each undersigned Reporting Person certifies that the information set forth in this statement is true, complete and correct.

Date: December 17, 2007


NORTH RUN CAPITAL, LP

By:	North Run Advisors, LLC
	its general partner

	By:	/s/ Thomas B. Ellis

	Name:	Thomas B. Ellis
	Title:	Member

	and

	By:	/s/ Todd B. Hammer

	Name:	Todd B. Hammer
	Title:	Member

NORTH RUN GP, LP

By:	North Run Advisors, LLC
	its general partner

	By:	/s/ Thomas B. Ellis

	Name:	Thomas B. Ellis
	Title:	Member

	and

	By:	/s/ Todd B. Hammer

	Name:	Todd B. Hammer
	Title:	Member

NORTH RUN ADVISORS, LLC

By:	/s/ Thomas B. Ellis

Name:	Thomas B. Ellis
Title:	Member

10 of 11

and

By:

/s/ Todd B. Hammer

Name:

Todd B. Hammer

Title:

Member

/s/ Thomas B. Ellis

Thomas B. Ellis

/s/ Todd B. Hammer

Todd B. Hammer

11 of 11

EX-99.(1) 2 d52419exv99wx1y.htm JOINT FILING AGREEMENT exv99wx1y

EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Class B Shares, par value $1.00 per share, of Triple-S Management Corporation, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of December 17, 2007.


NORTH RUN ADVISORS, LLC

By:	/s/ Thomas B. Ellis

Name:	Thomas B. Ellis
Title:	Member

and

By:	/s/ Todd B. Hammer

Name:	Todd B. Hammer
Title:	Member

NORTH RUN GP, LP

By:	North Run Advisors, LLC its general partner

	By:	/s/ Thomas B. Ellis

	Name:	Thomas B. Ellis
	Title:	Member

	and

	By:	/s/ Todd B. Hammer

	Name:	Todd B. Hammer
	Title:	Member

NORTH RUN CAPITAL, LP

By:	North Run Advisors, LLC its general partner

	By:	/s/ Thomas B. Ellis

	Name:	Thomas B. Ellis
	Title:	Member

	and

	By:	/s/ Todd B. Hammer

	Name:	Todd B. Hammer
	Title:	Member

	/s/ Thomas B. Ellis

	Thomas B. Ellis

	/s/ Todd B. Hammer

	Todd B. Hammer