0000895345-17-000211.txt : 20170522 0000895345-17-000211.hdr.sgml : 20170522 20170522172710 ACCESSION NUMBER: 0000895345-17-000211 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20170522 DATE AS OF CHANGE: 20170522 GROUP MEMBERS: GENERATION IM FUND PLC GROUP MEMBERS: GENERATION IM GLOBAL EQUITY FUND LLC GROUP MEMBERS: GENERATION INVESTMENT MANAGEMENT US LLP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ACUITY BRANDS INC CENTRAL INDEX KEY: 0001144215 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC LIGHTING & WIRING EQUIPMENT [3640] IRS NUMBER: 582632672 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-78028 FILM NUMBER: 17861940 BUSINESS ADDRESS: STREET 1: 1170 PEACHTREE STREET, NE STREET 2: SUITE 2300 CITY: ATLANTA STATE: GA ZIP: 30309-7676 BUSINESS PHONE: 404-853-1400 MAIL ADDRESS: STREET 1: 1170 PEACHTREE STREET, NE STREET 2: SUITE 2300 CITY: ATLANTA STATE: GA ZIP: 30309-7676 FORMER COMPANY: FORMER CONFORMED NAME: L&C SPINCO INC DATE OF NAME CHANGE: 20010629 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GENERATION INVESTMENT MANAGEMENT LLP CENTRAL INDEX KEY: 0001375534 IRS NUMBER: 980456791 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 20 AIR STREET CITY: LONDON STATE: X0 ZIP: W1B 5AN BUSINESS PHONE: 44 (0) 207 534 4700 MAIL ADDRESS: STREET 1: 20 AIR STREET CITY: LONDON STATE: X0 ZIP: W1B 5AN SC 13G 1 wd13g-acuity_generation.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934

Acuity Brands Inc.

(Name of Issuer)
Common Stock

(Title of Class of Securities)
00508Y102

(CUSIP Number)
May 10, 2017

(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)
[X] 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. 00508Y102
   
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Generation Investment Management LLP
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
   
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
England and Wales
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
18,599
 
 
 
 
6
SHARED VOTING POWER
 
 
2,589,899
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
18,599
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
2,589,899
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,608,498
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
5.92%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IA
 
 
 
 
 
 
 

 
CUSIP No. 00508Y102
   
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Generation Investment Management US LLP
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
   
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
1,252,266
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
1,252,266
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
1,252,266
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
2.84%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IA
 
 
 
 
 
 

 
CUSIP No. 00508Y102
   
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Generation IM Fund plc
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
   
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Ireland
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
743,203
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
743,203
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
743,203
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
1.69%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 
 
 

 
CUSIP No. 00508Y102
   
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Generation IM Global Equity Fund LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
   
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
549,904
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
549,904
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
549,904
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
1.25%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 
 
 

 
 
Item 1(a).
Name of Issuer:
   
Acuity Brands, Inc.
   
Item 1(b).
Address of Issuer’s Principal Executive Offices:
   
1170 Peachtree Street Northeast
Suite 2300
Atlanta, GA 30309-7676
   
Item 2(a).
Name of Persons Filing:
   
Generation Investment Management LLP;
Generation Investment Management US LLP;
Generation IM Fund plc; and
Generation IM Global Equity Fund LLC.
   
Item 2(b).
Address of Principal Business Office or, if none, Residence:
   
Generation Investment Management LLP: 20 Air Street, 7th floor, London, United Kingdom W1B 5AN.
   
Generation Investment Management US LLP: One Bryant Park, 48th Floor, New York, NY 10036.
   
Generation IM Fund plc: Georges Court, 54-62 Townsend Street, Dublin 2, Ireland
   
Generation IM Global Equity Fund LLC: c/o One Bryant Park, 48th Floor, New York, NY 10036.
   
Item 2(c).
Citizenship:
   
Generation Investment Management LLP – England and Wales
Generation Investment Management US LLP - Delaware
Generation IM Fund plc - Ireland
Generation IM Global Equity Fund LLC - Delaware
   
Item 2(d).
Title of Class of Securities:
   
Common Stock
   
Item 2(e).
CUSIP Number:
   
00508Y102
   
 
Item 3.
If this statement is filed pursuant to Rules 13d-1(b) or 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 Rule 13d-1(b)(1)(ii)(E);
 
(f)
[  ]
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
 
(g)
[  ]
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
 
(g)
[  ]
A savings association as defined in Section 3of 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 Rule 13d-1(b)(1)(ii)(J);
 
(k)
[  ]
A group, provided that all the members are persons specified with Rule 13d-1(b)(1)(ii)(A) through (J).
       
Item 4.
Ownership.
     
 
(a).
Amount beneficially owned:
     
   
See the response(s) to Item 9 on the attached cover pages.
     
 
(b).
Percent of Class:
     
   
See the response(s) to Item 11 on the attached cover pages.
     
 
(c).
Number of shares as to which such person has:
     
   
(i).
Sole power to vote or to direct the vote:  See the response(s) to Item 5 on the attached cover pages.
       
   
(ii).
Shared power to vote or to direct the vote:  See the response(s) to Item 6 on the attached cover pages.
       
   
(iii).
Sole power to dispose or to direct the disposition of:  See the response(s) to Item 7 on the attached cover pages.
       
   
(iv).
Shared power to dispose or to direct the disposition of:  See the response(s) to Item 8 on the attached 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 5 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.
   
 
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 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.

 
 

 
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.

Dated:  May 22, 2017
 

 
GENERATION INVESTMENT MANAGEMENT LLP
 
 
 
 
 
 
By:
/s/ Alexander Marshall
 
 
 
Name:  Alexander Marshall
 
 
 
Title:    General Counsel & Chief Compliance Officer
 
 
 
 
GENERATION INVESTMENT MANAGEMENT US LLP
 
 
 
By: Generation Investment Management Services LLC
Its: Partner
 
 
 
 
 
 
By:
/s/ Peter Harris
 
 
 
Name: Peter Harris
 

 
 
GENERATION IM FUND PLC
 
 
 
 
 
 
By:
/s/ Peter Harris
 
 
 
Name:  Peter Harris
 
 
 
Title:   Director
 
 

 
GENERATION IM GLOBAL EQUITY FUND LLC
 
 
 
 
 
 
By:
/s/ Peter Harris
 
 
 
Name:  Peter Harris
 
 
 
 
 
 
 

 
INDEX TO EXHIBITS
Exhibit No.
Exhibit
99.1
Joint Filing Agreement
   

 
EX-99.1 2 wd13g-acuity_generationexh99.htm
EXHIBIT 99.1


The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to such statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other entity or person, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Dated:  May 22, 2017
 

 
GENERATION INVESTMENT MANAGEMENT LLP
 
 
 
 
 
 
By:
/s/ Alexander Marshall
 
 
 
Name:  Alexander Marshall
 
 
 
Title:    General Counsel & Chief Compliance Officer
 
 
 
 
GENERATION INVESTMENT MANAGEMENT US LLP
 
 
 
By: Generation Investment Management Services LLC
Its: Partner
 
 
 
 
 
 
By:
/s/ Peter Harris
 
 
 
Name: Peter Harris
 

 
 
GENERATION IM FUND PLC
 
 
 
 
 
 
By:
/s/ Peter Harris
 
 
 
Name:  Peter Harris
 
 
 
Title:   Director
 
 

 
GENERATION IM GLOBAL EQUITY FUND LLC
 
 
 
 
 
 
By:
/s/ Peter Harris
 
 
 
Name:  Peter Harris