SC 13D/A 1 p24-2532sc13da.htm CONCENTRIX CORP
UNITED STATES  
SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
_______________  
SCHEDULE 13D
(Rule 13d-101)
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT
TO § 240.13d-2(a)
 
(Amendment No. 1)*
 

Concentrix Corporation

(Name of Issuer)
 

Common stock, par value $0.0001 per share

(Title of Class of Securities)
 

20602D101

(CUSIP Number)
 

Lauren Taylor Wolfe

Christian Asmar

Impactive Capital LP

450 West 14th Street, 12th Floor

New York, New York 10014

 
Eleazer Klein, Esq.
Adriana Schwartz, Esq.
Schulte Roth & Zabel LLP
919 Third Avenue
New York, NY 10022

(212) 756-2000

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

August 5, 2024

(Date of Event which Requires Filing of this Schedule)
 

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 Rule 13d-1(c), 13d-1(f) or 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 Rule 13d-7 for other parties to whom copies are to be sent.

 

(Page 1 of 8 Pages)

______________________________

 

* 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. 20602D101SCHEDULE 13D/APage 2 of 8 Pages

 

1

NAME OF REPORTING PERSON

Impactive Capital LP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(c) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7

SOLE VOTING POWER

- 0 -

8

SHARED VOTING POWER

4,375,125

9

SOLE DISPOSITIVE POWER

- 0 -

10

SHARED DISPOSITIVE POWER

4,375,125

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

4,375,125

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.7%

14

TYPE OF REPORTING PERSON

PN, IA

         

 

 

CUSIP No. 20602D101SCHEDULE 13D/APage 3 of 8 Pages

 

1

NAME OF REPORTING PERSON

Impactive Capital LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(c) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7

SOLE VOTING POWER

- 0 -

8

SHARED VOTING POWER

4,375,125

9

SOLE DISPOSITIVE POWER

- 0 -

10

SHARED DISPOSITIVE POWER

4,375,125

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

4,375,125

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.7%

14

TYPE OF REPORTING PERSON

OO

         

 

 

CUSIP No. 20602D101SCHEDULE 13D/APage 4 of 8 Pages

 

1

NAME OF REPORTING PERSON

Lauren Taylor Wolfe

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(c) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7

SOLE VOTING POWER

- 0 -

8

SHARED VOTING POWER

4,375,125

9

SOLE DISPOSITIVE POWER

- 0 -

10

SHARED DISPOSITIVE POWER

4,375,125

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

4,375,125

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.7%

14

TYPE OF REPORTING PERSON

IN

         

 

 

CUSIP No. 20602D101SCHEDULE 13D/APage 5 of 8 Pages

 

1

NAME OF REPORTING PERSON

Christian Asmar

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(c) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7

SOLE VOTING POWER

- 0 -

8

SHARED VOTING POWER

4,375,125

9

SOLE DISPOSITIVE POWER

- 0 -

10

SHARED DISPOSITIVE POWER

4,375,125

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

4,375,125

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.7%

14

TYPE OF REPORTING PERSON

IN

         

 

 

CUSIP No. 20602D101SCHEDULE 13D/APage 6 of 8 Pages

 

The following constitutes Amendment No. 1 (“Amendment No. 1”) to the Schedule 13D filed by the undersigned with the Securities and Exchange Commission on October 17, 2023 (the “Original Schedule 13D” and the Original Schedule 13D as amended by this Amendment No. 1, the “Schedule 13D). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein. Capitalized terms used herein and not otherwise defined in this Amendment No. 1 have the meanings set forth in the Schedule 13D.

 

Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
   
Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:
   

  The Shares reported herein  were purchased with working capital of the Impactive Funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases. An aggregate of approximately $421,324,342, including brokerage commissions, was used to acquire the Shares reported herein.

 

Item 5. INTEREST IN SECURITIES OF THE COMPANY.
   
Items 5(a)-(c) of the Schedule 13D are hereby amended and restated in their entireties as follows:
   
  (a) See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of Shares and percentages of the Shares beneficially owned by each Reporting Person.  The aggregate percentage of Shares reported to be beneficially owned by each Reporting Person is based upon 65,328,966 Shares outstanding as of June 30, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended May 31, 2024, filed with the Securities and Exchange Commission on July 5, 2024.
 
  (b) See rows (7) through (10) of the cover pages to this Schedule 13D for the number of Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
 
  (c) The transactions in the Shares effected by the Reporting Persons during the past sixty (60) days are set forth on Schedule A and are incorporated herein by reference.

 

 

CUSIP No. 20602D101SCHEDULE 13D/APage 8 of 8 Pages

 

SIGNATURES

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

Dated: August 7, 2024

 

  Impactive Capital LP
   
  By: Impactive Capital LLC
    its general partner
   
  By: /s/ Lauren Taylor Wolfe
    Name:  Lauren Taylor Wolfe
    Title:  Managing Member
   
   
  Impactive Capital LLC
   
  By: /s/ Lauren Taylor Wolfe
    Name:  Lauren Taylor Wolfe
    Title:  Managing Member
   
   
  /s/ Lauren Taylor Wolfe
  Lauren Taylor Wolfe
   
   
  /s/ Christian Asmar
  Christian Asmar

 

 

 

CUSIP No. 20602D101SCHEDULE 13D/APage 9 of 8 Pages

SCHEDULE A

 

Transactions in the Shares of the Issuer by the Reporting Persons During the Past Sixty (60) Days

 

The following table sets forth all transactions in the Shares effected during the past sixty (60) days by the Reporting Persons. Except as noted below, all such transactions were effected in the open market through brokers and the price per share excludes commissions. Where a price range is provided in the column Price Range ($), the price reported in that row’s Price Per Share ($) column is a weighted average price. These Shares were purchased or sold in multiple transactions at prices between the price ranges indicated in the Price Range ($) column. The Reporting Persons will undertake to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares purchased or sold at each separate price.

 

 

Trade Date Shares Purchased (Sold) Price Per Share ($) Price Range ($)
       
08/02/2024 137,534 65.95  
08/05/2024 232,572 64.70 64.27-65.35
08/06/2024 120,262 64.62  
08/07/2024 38,387 66.45