SC 13D/A

0001193125-15-396848.txt : 20151208 0001193125-15-396848.hdr.sgml : 20151208 20151207214200 ACCESSION NUMBER: 0001193125-15-396848 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20151208 DATE AS OF CHANGE: 20151207 GROUP MEMBERS: ARTHUR HEBERT GROUP MEMBERS: BELITA ONG GROUP MEMBERS: GIFFORD COMBS GROUP MEMBERS: JAMES B. ROSENWALD III GROUP MEMBERS: MICHELLE LYND GROUP MEMBERS: ROSENWALD CAPITAL MANAGEMENT, INC. GROUP MEMBERS: STEVEN D. PERSKY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Eros International PLC CENTRAL INDEX KEY: 0001532981 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE DISTRIBUTION [7822] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87719 FILM NUMBER: 151273980 BUSINESS ADDRESS: STREET 1: 901-902, 9th floor, supreme Chambers STREET 2: Veera Desai Road, Andheri (West) CITY: Mumbai STATE: K7 ZIP: 00000 BUSINESS PHONE: 91 (22) 6602 1500 MAIL ADDRESS: STREET 1: 901-902, 9th floor, supreme Chambers STREET 2: Veera Desai Road, Andheri (West) CITY: Mumbai STATE: K7 ZIP: 00000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Dalton Investments LLC CENTRAL INDEX KEY: 0001388838 IRS NUMBER: 954736598 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1601 CLOVERFIELD BLVD. STREET 2: SUITE 5050 N CITY: SANTA MONICA STATE: CA ZIP: 90404 BUSINESS PHONE: (424) 231-9100 MAIL ADDRESS: STREET 1: 1601 CLOVERFIELD BLVD. STREET 2: SUITE 5050 N CITY: SANTA MONICA STATE: CA ZIP: 90404 SC 13D/A 1 d103541dsc13da.htm SC 13D/A SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

EROS INTERNATIONAL PLC

(Name of Issuer)

A Ordinary Shares, Par Value GBP 0.30 per Share

(Title of Class of Securities)

B86NL05

(CUSIP Number)

Michelle Lynd

Dalton Investments LLC

1601 Cloverfield Boulevard, Suite 5050 North

Santa Monica, CA 90404

(424) 231-9000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 4, 2015

(Date of Event which Requires Filing of this Statement)

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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*	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. B86NL05


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Dalton Investments LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.	SEC Use Only
4.	Source of Funds (See Instructions) AF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization California
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 2,937,178
		8.	Shared Voting Power
		9.	Sole Dispositive Power 2,937,178
		10.	Shared Dispositive Power
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,937,178
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 9.2%*
14.	Type of Reporting Person (See Instructions) IA, OO

*	Based upon 31,982,488 Shares (as defined in Item 1 herein), as reported in the Issuer’s (as defined in Item 1 herein) Form 20-F/A filed on August 20, 2015.

CUSIP No. B86NL05


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Rosenwald Capital Management, Inc.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.	SEC Use Only
4.	Source of Funds (See Instructions) AF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization New York
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 64,900
		8.	Shared Voting Power
		9.	Sole Dispositive Power 64,900
		10.	Shared Dispositive Power
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 64,900
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 0.2%*
14.	Type of Reporting Person (See Instructions) IA, CO

*	Based upon 31,982,488 Shares (as defined in Item 1 herein), as reported in the Issuer’s Form 20-F/A filed on August 20, 2015.

CUSIP No. B86NL05


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) James B. Rosenwald III
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.	SEC Use Only
4.	Source of Funds (See Instructions) AF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 64,900
		8.	Shared Voting Power 2,937,178
		9.	Sole Dispositive Power 64,900
		10.	Shared Dispositive Power 2,937,178
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,002,078
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 9.4%*
14.	Type of Reporting Person (See Instructions) IN, HC

*	Based upon 31,982,488 Shares (as defined in Item 1 herein), as reported in the Issuer’s Form 20-F/A filed on August 20, 2015.

CUSIP No. B86NL05


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Steven D. Persky
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.	SEC Use Only
4.	Source of Funds (See Instructions) AF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power
		8.	Shared Voting Power 2,937,178
		9.	Sole Dispositive Power
		10.	Shared Dispositive Power 2,937,178
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,937,178
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 9.2%*
14.	Type of Reporting Person (See Instructions) IN, HC

*	Based upon 31,982,488 Shares (as defined in Item 1 herein), as reported in the Issuer’s Form 20-F/A filed on August 20, 2015.

CUSIP No. B86NL05


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Gifford Combs
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.	SEC Use Only
4.	Source of Funds (See Instructions) AF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power
		8.	Shared Voting Power 2,937,178
		9.	Sole Dispositive Power
		10.	Shared Dispositive Power 2,937,178
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,937,178
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 9.2%*
14.	Type of Reporting Person (See Instructions) IN, HC

*	Based upon 31,982,488 Shares (as defined in Item 1 herein), as reported in the Issuer’s Form 20-F/A filed on August 20, 2015.

CUSIP No. B86NL05


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Belita Ong
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.	SEC Use Only
4.	Source of Funds (See Instructions) AF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power
		8.	Shared Voting Power 2,937,178
		9.	Sole Dispositive Power
		10.	Shared Dispositive Power 2,937,178
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,937,178
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 9.2%*
14.	Type of Reporting Person (See Instructions) IN, HC

*	Based upon 31,982,488 Shares (as defined in Item 1 herein), as reported in the Issuer’s Form 20-F/A filed on August 20, 2015.

CUSIP No. B86NL05


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Arthur Hebert
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.	SEC Use Only
4.	Source of Funds (See Instructions) AF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power
		8.	Shared Voting Power 2,937,178
		9.	Sole Dispositive Power
		10.	Shared Dispositive Power 2,937,178
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,937,178
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 9.2%*
14.	Type of Reporting Person (See Instructions) IN, HC

*	Based upon 31,982,488 Shares (as defined in Item 1 herein), as reported in the Issuer’s Form 20-F/A filed on August 20, 2015.

CUSIP No. B86NL05


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Michelle Lynd
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.	SEC Use Only
4.	Source of Funds (See Instructions) AF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power
		8.	Shared Voting Power 2,937,178
		9.	Sole Dispositive Power
		10.	Shared Dispositive Power 2,937,178
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,937,178
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 9.2%*
14.	Type of Reporting Person (See Instructions) IN, HC

*	Based upon 31,982,488 Shares (as defined in Item 1 herein), as reported in the Issuer’s Form 20-F/A filed on August 20, 2015.

This Amendment No. 3 to the Schedule 13D (this “Amendment No. 3”) relates to the A ordinary shares, par value GBP 0.30 per Share (the “Shares”), of Eros International Plc, an Isle of Man public limited company (the “Issuer”), and amends the Schedule 13D filed on November 2, 2015 as amended by Amendment No. 2 thereto filed with the SEC on December 3, 2015 and Amendment No. 1 thereto filed with the SEC on November 27, 2015 (the “Original Schedule 13D” and, together with this Amendment No. 3, the “Schedule 13D”). Capitalized terms used and not defined in this Amendment No. 3 have the meanings set forth in the Original Schedule 13D.

This Amendment No. 3 is being filed to amend Item 3, Item 5 and Item 7.

Item 3.

Source and Amount of Funds or Other Consideration

Item 3 of the Original Schedule 13D is supplementally amended as follows:

The responses to Item 5 of this Amendment No. 3 are incorporated herein by reference.

The Reporting Persons used working capital of the Advisory Clients to purchase the 3,002,078 Shares reported herein (the “Owned Shares”). The total purchase price for the Owned Shares was $46,241,525, including brokerage commissions.

Item 5.

Interest in Securities of the Issuer

Paragraphs (a)-(b) and (c) of Item 5 of the Original Schedule 13D are supplementally amended as follows:

The percentages used in this Item 5 and in the rest of the Schedule 13D are calculated based upon an aggregate of 31,982,488 Shares outstanding on March 31, 2015 as reported in the Issuer’s Form 20-F/A filed on August 20, 2015.

(a)-(b)

As of 12:00 p.m., Los Angeles time, on December 7, 2015, Dalton may be deemed to be the beneficial owner of 2,937,178 Shares, constituting approximately 9.2% of the Issuer’s outstanding Shares. By virtue of their positions as control persons of Dalton, the Dalton Individual Reporting Persons may be deemed to share beneficial ownership of such Shares. RCM may be deemed to be the beneficial owner of 64,900 Shares, constituting approximately 0.2% of the Issuer’s outstanding Shares. By virtue of his position as a control person of RCM, the RCM Individual Reporting Person may be deemed to be the beneficial owner of such Shares.

(c)

Except as set forth on Exhibit B attached hereto, there have been no transactions with respect to the Shares during the sixty days prior to the date hereof by any Reporting Persons.

Item 7.

Material to Be Filed as Exhibits

Item 7 of the Original Schedule 13D is supplementally amended as follows:

The joint filing agreement pursuant to Rule 13d-1(k), attached as Exhibit A.

The list of transactions by the Reporting Persons in the last 60 days, attached as Exhibit B.

Signatures

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.

Date: December 7, 2015


Dalton Investments LLC
By:		/s/ James B. Rosenwald III
Name: James B. Rosenwald III Title: Managing Member
Rosenwald Capital Management, Inc.
By:		/s/ James B. Rosenwald III
Name: James B. Rosenwald III Title: Chairman and Chief Executive Officer
/s/ James B. Rosenwald III
James B. Rosenwald III
/s/ Stephen D. Persky
Stephen D. Persky
/s/ Gifford Combs
Gifford Combs
/s/ Belita Ong
Belita Ong
/s/ Arthur Hebert
Arthur Hebert
/s/ Michelle Lynd
Michelle Lynd

EX-99.A 2 d103541dex99a.htm EX-99.A EX-99.A

Exhibit A

Joint Filing Agreement Pursuant to Rule 13d-1

This agreement is made pursuant to Rule 13d-l(k)(1) under the Securities and Exchange Act of 1934, as amended (the “Act”) by and among the parties listed below, each referenced to herein as a “Joint Filer.” The Joint Filers agree that a statement of beneficial ownership as required by Sections 13(g) or 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13G or Schedule 13D, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1.

Date: December 7, 2015


Dalton Investments LLC
By:		/s/ James B. Rosenwald III
Name: James B. Rosenwald III Title: Managing Member
Rosenwald Capital Management, Inc.
By:		/s/ James B. Rosenwald III
Name: James B. Rosenwald III Title: Chairman and Chief Executive Officer
/s/ James B. Rosenwald III
James B. Rosenwald III
/s/ Stephen D. Persky
Stephen D. Persky
/s/ Gifford Combs
Gifford Combs
/s/ Belita Ong
Belita Ong
/s/ Arthur Hebert
Arthur Hebert
/s/ Michelle Lynd
Michelle Lynd

EX-99.B 3 d103541dex99b.htm EX-99.B EX-99.B

Exhibit B

The following table sets forth all transactions with respect to the Shares effected in the last sixty days by the Reporting Persons, inclusive of any transactions effected through 12:00 p.m., Los Angeles time, on December 7, 2015. All such transactions were purchases of Shares effected in the open market. The per share prices noted in the table below include commissions paid.


Nature of Transaction	Reporting Person	Date of Transaction	Amount of Securities	Price Per Share ($)
Purchase of Common Stock	Dalton Investments LLC*	10/8/2015	68,400	30.10
Purchase of Common Stock	Dalton Investments LLC*	10/19/2015	100,400	24.95
Purchase of Common Stock	Dalton Investments LLC*	10/20/2015	15,000	25.04
Purchase of Common Stock	Dalton Investments LLC*	10/22/2015	107,737	17.04
Purchase of Common Stock	Dalton Investments LLC*	10/23/2015	684,963	18.13
Purchase of Common Stock	Rosenwald Capital Management, Inc. **	10/23/2015	20,000	15.96
Purchase of Common Stock	Rosenwald Capital Management, Inc. **	10/26/2015	30,000	16.03
Purchase of Common Stock	Dalton Investments LLC*	10/29/2015	137,100	13.08
Purchase of Common Stock	Dalton Investments LLC*	11/16/2015	86,498	7.36
Purchase of Common Stock	Dalton Investments LLC*	12/1/2015	97,516	9.52
Purchase of Common Stock	Dalton Investments LLC*	12/2/2015	259,093	9.38
Purchase of Common Stock	Rosenwald Capital Management, Inc. **	12/2/2015	6,600	9.38
Purchase of Common Stock	Dalton Investments LLC*	12/3/2015	255,671	9.40
Purchase of Common Stock	Rosenwald Capital Management, Inc. **	12/3/2015	4,100	9.40
Purchase of Common Stock	Dalton Investments LLC*	12/4/2015	149,746	9.44
Purchase of Common Stock	Rosenwald Capital Management, Inc. **	12/4/2015	2,300	9.44
Purchase of Common Stock	Dalton Investments LLC*	12/7/2015	116,000	9.50
Purchase of Common Stock	Rosenwald Capital Management, Inc. **	12/7/2015	1,900	9.50

*	Includes all of the Dalton Individual Reporting Persons.

**	Includes the RCM Individual Reporting Person.