0001341004-17-000469.txt : 20170725 0001341004-17-000469.hdr.sgml : 20170725 20170725134046 ACCESSION NUMBER: 0001341004-17-000469 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20170725 DATE AS OF CHANGE: 20170725 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OM Asset Management plc CENTRAL INDEX KEY: 0001611702 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 981179929 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88593 FILM NUMBER: 17980109 BUSINESS ADDRESS: STREET 1: 5TH FLOOR, MILLENNIUM BRIDGE HOUSE STREET 2: 2 LAMBETH HILL CITY: LONDON STATE: X0 ZIP: EC4V 4GG BUSINESS PHONE: 617-369-7321 MAIL ADDRESS: STREET 1: OLD MUTUAL (US) HOLDINGS INC. STREET 2: 200 CLARENDON STREET, 53RD FLOOR CITY: BOSTON STATE: MA ZIP: 02116 FORMER COMPANY: FORMER CONFORMED NAME: OM Asset Management Ltd DATE OF NAME CHANGE: 20140624 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OLD MUTUAL PLC CENTRAL INDEX KEY: 0001116767 IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 5TH FLOOR, MILLENNIUM BRIDGE HOUSE STREET 2: 2 LAMBETH HILL CITY: LONDON STATE: X0 ZIP: EC4V 4GG BUSINESS PHONE: 44-020-7002-7000 MAIL ADDRESS: STREET 1: 5TH FLOOR, MILLENNIUM BRIDGE HOUSE STREET 2: 2 LAMBETH HILL CITY: LONDON STATE: X0 ZIP: EC4V 4GG SC 13G/A 1 sc13ga2.htm SCHEDULE 13G, AMENDMENT NO. 2
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
 (Amendment No. 2)*

OM Asset Management plc
(Name of Issuer)
 
Ordinary Shares, nominal value $0.001 per share
(Title of Class of Securities)
 
G67506 10 8
(CUSIP Number)
 
December 31, 2016
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐
Rule 13d-1(b)
☐
Rule 13d-1(c)
☒
Rule 13d-1(d)

*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.
 
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 ("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. G67506 10 8
 
 
1.
Names of Reporting Persons
 OM Group (UK) Ltd.
 
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
 
(a)
☐
 
 
(b)
☐
 
 
3.
SEC Use Only
 
 
4.
Citizenship or Place of Organization
 United Kingdom
 
 
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
 Person With
5.
Sole Voting Power
 58,310,859
 
6.
Shared Voting Power
 0
 
7.
Sole Dispositive Power
 58,310,859
 
8.
Shared Dispositive Power
 0
 
 
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 58,310,859
 
 
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ☐ N/A
 
 
11.
Percent of Class Represented by Amount in Row (9)
 51.08%
 
 
12.
Type of Reporting Person (See Instructions)
 OO


CUSIP No. G67506 10 8
 
 
1.
Names of Reporting Persons
 Old Mutual plc
 
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
 
(a)
☐
 
 
(b)
☐
 
 
3.
SEC Use Only
 
 
4.
Citizenship or Place of Organization
 United Kingdom
 
 
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
 Person With
5.
Sole Voting Power
 58,310,859
 
6.
Shared Voting Power
 0
 
7.
Sole Dispositive Power
 58,310,859
 
8.
Shared Dispositive Power
 0
 
 
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 58,310,859
 
 
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ☐ N/A
 
 
11.
Percent of Class Represented by Amount in Row (9)
 51.08%
 
 
12.
Type of Reporting Person (See Instructions)
 CO


Item 1.
 
(a)
Name of Issuer
 OM Asset Management plc
 
(b)  
Address of Issuer’s Principal Executive Offices
 Ground Floor Millennium Bridge House
2 Lambeth Hill
London EC4V 4GG
 
Item 2.
 
(a)
Name of Persons Filing
i.     OM Group (UK) Ltd., a wholly-owned subsidiary of Old Mutual plc
ii.    Old Mutual plc, which holds ordinary shares of the Issuer through OM Group (UK) Ltd.
 
(b)
Address of Principal Business Office or, if none, Residence
 5th Floor Millennium Bridge House
2 Lambeth Hill
London EC4V 4GG
 
(c)
Citizenship
 United Kingdom
 
(d)
Title of Class of Securities
 Ordinary Shares, nominal value $0.001 per share
 
(e)  
CUSIP Number
 G67506 10 8
 
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:
 
(a)
☐
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
 
(b)
☐
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
 
(c)
☐
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
 
(d)
☐
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
 
(e)
☐
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
 
(f)
☐
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
 
(g)
☐
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
 
(h)  
☐
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
(i)
☐
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);
 
(j)
☐
A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J);
 
(k)
☐
Group, in accordance with § 240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with
§ 240.13d–1(b)(1)(ii)(J), please specify the type of institution:____________________________
 

 
Item 4.  
Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
(a)
Amount beneficially owned:   
See Row 9 of each of the cover pages.
 
(b)  
Percent of class:   
See Row 11 of each of the cover pages.  The percentages set forth therein are based on 114,157,765 Ordinary Shares outstanding as of December 31, 2016, as reported by the Issuer in its annual report on Form 10-K for the period ended December 31, 2016.
 
(c)
Number of shares as to which the person has:
 
 
 
(i)
Sole power to vote or to direct the vote   
See Row 5 of each of the cover pages.
 
 
(ii)
Shared power to vote or to direct the vote    
See Row 6 of each of the cover pages.
 
 
(iii)
Sole power to dispose or to direct the disposition of   
See Row 7 of each of the cover pages.
 
 
(iv)  
Shared power to dispose or to direct the disposition of   
See Row 8 of each of the cover pages.
 
 
Item 5.  
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   ☐.
 
Not applicable.
 
Item 6.  
Ownership of More than Five Percent on Behalf of Another Person
Not applicable.
 
Item 7.  
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
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
Not applicable.
 
Signature
 
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.

 
OM Group (UK) Ltd.
   
 
24 July 2017
 
Date
   
 
By: /s/ Paul Forsythe
 
Signature
   
 
Paul Forsythe, Secretary, OM Group (UK) Ltd.
 
Name/Title

 
Old Mutual plc
   
 
24 July 2017
 
Date
   
 
By: /s/ Colin Campbell
 
Signature
   
 
Colin Campbell, Group Company Secretary, Old Mutual plc
 
Name/Title


Exhibit Index

Exhibit No.
 
Exhibit
1
  
Joint Filing Agreement, dated as of July 24, 2017, by and between OM Group (UK) Ltd. and Old Mutual plc.

EX-99 2 ex1.htm EXHIBIT 1 - JOINT FILING AGREEMENT
 
Exhibit 1

JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)

This JOINT FILING AGREEMENT, dated as of July 24, 2017, is entered into by and between OM Group (UK) Ltd. and Old Mutual plc.  Each of the above are collectively referred to herein as the “Parties” and each individually as a “Party.”  The Parties hereby acknowledge and agree that the foregoing Statement on Schedule 13G/A, constituting Amendment No. 2 to the Schedule 13G filed on February 9, 2015, is filed on behalf of each such Party in respect of the Ordinary Shares, nominal value $0.001 per share, of OM Asset Management plc, a public limited company incorporated in England and Wales and that all subsequent amendments to this Statement on Schedule 13G/A shall be filed on behalf of each of the Parties without the necessity of executing or filing additional joint filing agreements.  The Parties hereby acknowledge that each Party shall be responsible for timely filing of such amendments, and for the completeness and accuracy of the information concerning such Party contained therein, but shall not be responsible for the completeness and accuracy of the information concerning any other Party, except to the extent that such Party knows or has reason to believe that such information is inaccurate.




[Signature pages follow]


IN WITNESS WHEREOF, the Parties hereto have executed this Joint Filing Agreement as of the day and year first above written.




 
OM Group (UK) Ltd.
   
 
24 July 2017
 
Date
   
 
By: /s/ Paul Forsythe
 
Signature
   
 
Paul Forsythe, Secretary, OM Group (UK) Ltd.
 
Name/Title

 
Old Mutual plc
   
 
24 July 2017
 
Date
   
 
By: /s/ Colin Campbell
 
Signature
   
 
Colin Campbell, Group Company Secretary, Old Mutual plc
 
Name/Title