<SEC-DOCUMENT>0000807985-15-000038.txt : 20151111
<SEC-HEADER>0000807985-15-000038.hdr.sgml : 20151111
<ACCEPTANCE-DATETIME>20151110160819
ACCESSION NUMBER:		0000807985-15-000038
CONFORMED SUBMISSION TYPE:	SC 13G
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20151110
DATE AS OF CHANGE:		20151110

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ACTUANT CORP
		CENTRAL INDEX KEY:			0000006955
		STANDARD INDUSTRIAL CLASSIFICATION:	MISC INDUSTRIAL & COMMERCIAL MACHINERY & EQUIPMENT [3590]
		IRS NUMBER:				390168610
		STATE OF INCORPORATION:			WI
		FISCAL YEAR END:			0831

	FILING VALUES:
		FORM TYPE:		SC 13G
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-13021
		FILM NUMBER:		151219012

	BUSINESS ADDRESS:	
		STREET 1:		ATTN:  MATT PAULI
		STREET 2:		N86 W12500 WESTBROOK CROSSING
		CITY:			MENOMONEE FALLS
		STATE:			WI
		ZIP:			53051
		BUSINESS PHONE:		262-293-1524

	MAIL ADDRESS:	
		STREET 1:		ATTN:  MATT PAULI
		STREET 2:		N86 W12500 WESTBROOK CROSSING
		CITY:			MENOMONEE FALLS
		STATE:			WI
		ZIP:			53051

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	APPLIED POWER INC
		DATE OF NAME CHANGE:	19920703

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	APPLIED POWER INDUSTRIES INC
		DATE OF NAME CHANGE:	19730123

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SOUTHEASTERN ASSET MANAGEMENT INC/TN/
		CENTRAL INDEX KEY:			0000807985
		STANDARD INDUSTRIAL CLASSIFICATION:	UNKNOWN SIC - 0000 [0000]
		IRS NUMBER:				620951781
		STATE OF INCORPORATION:			TN
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13G

	BUSINESS ADDRESS:	
		STREET 1:		6410 POPLAR AVENUE STE 900
		CITY:			MEMPHIS
		STATE:			TN
		ZIP:			38119
		BUSINESS PHONE:		9017612474

	MAIL ADDRESS:	
		STREET 1:		6410 POPLAR AVENUE
		STREET 2:		SUITE 900
		CITY:			MEMPHIS
		STATE:			TN
		ZIP:			38119

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PROFESSIONAL PORTFOLIO MANAGEMENT INC
		DATE OF NAME CHANGE:	19890314

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	SOUTHEASTERN ASSET MANAGEMENT INC
		DATE OF NAME CHANGE:	19880622
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13G
<SEQUENCE>1
<FILENAME>atu13g.txt
<DESCRIPTION>ACTUANT CORPORATION - INITIAL 13G
<TEXT>
                    SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549

                               SCHEDULE 13G
                 Under the Securities Exchange Act of 1934

                            (Initial Filing)*

                          Actuant Corporation
         ________________________________________________________
                            (Name of Issuer)


                          Class A Common Stock
         _______________________________________________________
                     (Title of Class and Securities)

                               00508X203
         _______________________________________________________

                  (CUSIP Number of Class of Securities)


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

/X/	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 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).





                  (Continued on following page(s))



CUSIP No. 00508X203                                             13G
_____________________________________________________________________________
(1)  NAMES OF REPORTING PERSONS
     Southeastern Asset Management, Inc.      I.D. No. 62-0951781
_____________________________________________________________________________
(2)  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
                                              (a)
                                              (b) X
_____________________________________________________________________________
(3)  SEC USE ONLY
_____________________________________________________________________________
(4)  CITIZENSHIP OR PLACE OF ORGANIZATION
     Tennessee
_____________________________________________________________________________
                                   : (5) SOLE VOTING POWER
                                   :   (Discretionary Accounts)
NUMBER OF SHARES BENEFICIALLY      :             0 shares
OWNED BY EACH REPORTING PERSON     __________________________________________
WITH                               : (6) SHARED OR NO VOTING POWER

                                         6,140,284 shares (shared)
                                            66,600 shares (No Vote)
                                   __________________________________________
                                   : (7) SOLE DISPOSITIVE POWER
                                        (Discretionary Accounts)
                                   :        66,600 shares
                                   __________________________________________
                                   : (8)  SHARED OR NO DISPOSITIVE POWER

                                   :     6,140,284 shares (Shared)
                                   :		 0 shares (None)
_____________________________________________________________________________
(9)  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      (Discretionary & Non-discretionary Accounts)
        6,206,884 shares
_____________________________________________________________________________
(10)  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
      CERTAIN SHARES
_____________________________________________________________________________
(11)  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
        10.4 %
_____________________________________________________________________________
(12)  TYPE OF REPORTING PERSON
      IA
_____________________________________________________________________________












CUSIP No. 00508X203						13G
_____________________________________________________________________________
(1)  NAMES OF REPORTING PERSONS
 	Longleaf Partners Small-Cap Fund		I.D. No. 62-1376170
_____________________________________________________________________________
(2)  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
                                              (a)
                                              (b) X
_____________________________________________________________________________
(3)  SEC USE ONLY
_____________________________________________________________________________
(4)  CITIZENSHIP OR PLACE OF ORGANIZATION
     Massachusetts Business Trust
_____________________________________________________________________________
                                   : (5) SOLE VOTING POWER
                                   :
NUMBER OF SHARES BENEFICIALLY      :    None
OWNED BY EACH REPORTING PERSON     __________________________________________
WITH                               : (6) SHARED VOTING POWER

                                        6,140,284
                                   __________________________________________
                                   : (7) SOLE DISPOSITIVE POWER

                                   :    None
                                   __________________________________________
                                   : (8) SHARED OR NO DISPOSITIVE POWER

                                   :    6,140,284
                                   :    None
_____________________________________________________________________________
(9)  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

       6,140,284 shares
_____________________________________________________________________________
(10)  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
      CERTAIN SHARES
_____________________________________________________________________________
(11)  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
       10.3 %
_____________________________________________________________________________
(12)  TYPE OF REPORTING PERSON
      IV
_____________________________________________________________________________



CUSIP No.  00508X203                                     13G
_____________________________________________________________________________
(1)  NAMES OF REPORTING PERSONS
     O. Mason Hawkins                         I.D. No. XXX-XX-XXXX
_____________________________________________________________________________
(2)  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
                                              (a)
                                              (b) X
_____________________________________________________________________________
(3)  SEC USE ONLY
_____________________________________________________________________________
(4)  CITIZENSHIP OR PLACE OF ORGANIZATION
     Citizen of United States
_____________________________________________________________________________
                                   : (5) SOLE VOTING POWER
                                   :   (Discretionary Accounts)
NUMBER OF SHARES BENEFICIALLY      :    None
OWNED BY EACH REPORTING PERSON     __________________________________________
WITH                               : (6) SHARED VOTING POWER

                                   :    None
                                   __________________________________________
                                   : (7) SOLE DISPOSITIVE POWER

                                   :    None
                                   __________________________________________
                                   : (8) SHARED DISPOSITIVE POWER

                                   :    None
_____________________________________________________________________________
(9)  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

       None (See Item 3)
_____________________________________________________________________________
(10)  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
      CERTAIN SHARES
_____________________________________________________________________________
(11)  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
      0.0 %
_____________________________________________________________________________
(12)  TYPE OF REPORTING PERSON
      IN
_____________________________________________________________________________




Item 1.

     (a). Name of Issuer: Actuant Corporation

     (b). Address of Issuer's Principal Executive Offices:

          N86 W12500 Westbrook Crossing
          Menomonee Falls, WI  53051

Item 2.

    (a). and (b). Names and Principal Business Addresses of Persons
         Filing:

    (1)   Southeastern Asset Management, Inc.
          6410 Poplar Ave., Suite 900
          Memphis, TN 38119

    (2)   Longleaf Partners Small-Cap Fund
          6410 Poplar Avenue, Suite 900
          Memphis, TN, 38119

    (3)   Mr. O. Mason Hawkins
          Chairman of the Board and C.E.O.
          Southeastern Asset Management, Inc.
          6410 Poplar Ave., Suite 900
          Memphis, TN 38119

    (c). Citizenship:

         Southeastern Asset Management, Inc. - A Tennessee corporation

          Longleaf Partners Small-Cap Fund, a series of Longleaf Partners
          Funds Trust, a Massachusetts business trust

          Mr. O. Mason Hawkins - U.S. Citizen

    (d). Title of Class of Securities:  Class A Common Stock (the
         "Securities").

    (e). Cusip Number:  00508X203


Item 3.  If this statement is filed pursuant to Rules 13d-1 (b) or
         13d-2 (b), check whether the person filing is a:

    (d). Investment Company registered under Sec. 8 of the Investment
         Company Act - Longleaf Partners Small-Cap Fund, a series of
         Longleaf Partners Funds Trust.

    (e). Investment Adviser registered under Section 203 of the
         Investment Advisers Act of 1940.  This statement is being filed
         by Southeastern Asset Management, Inc. as a registered investment
         adviser. All of the securities covered by this report are owned
         legally by Southeastern's investment advisory clients and none
         are owned directly or indirectly by Southeastern.  As permitted
         by Rule 13d-4, the filing of this statement shall not be construed
         as an admission that Southeastern Asset Management, Inc. is the
         beneficial owner of any of the securities covered by this statement.

   (g).  Parent Holding Company.  This statement is also being filed by
         Mr. O. Mason Hawkins, Chairman of the Board and C.E.O. of
         Southeastern Asset Management, Inc. in the event he could be
         deemed to be a controlling person of that firm as the result of
         his official positions with or ownership of its voting securities.
         The existence of such control is expressly disclaimed.  Mr. Hawkins
         does not own directly or indirectly any securities covered by
         this statement for his own account.  As permitted by Rule 13d-4,
         the filing of this statement shall not be construed as an admission
         that Mr. Hawkins is the beneficial owner of any of the securities
         covered by this statement.


Item 4. Ownership:

     (a). Amount Beneficially Owned: (At 10/31/15)
           6,206,884 shares

     (b). Percent of Class:
           10.4 %

          Above percentage is based on 59,691,611 shares of Class A
          Common Stock outstanding.

     (c). Number of shares as to which such person has:


          (i).   sole power to vote or to direct the vote:

                 0 shares


          (ii).  shared or no power to vote or to direct the vote:

                 Shared - 6,140,284 shares.
                 Securities owned by the following series of Longleaf
                 Partners Funds Trust, an open-end management
                 investment company registered under the Investment
                 Company Act of 1940, as follows:

                 Longleaf Partners Small-Cap Fund - 6,140,284

                 No Power to Vote - 66,600 shares.


          (iii). sole power to dispose or to direct the disposition
                 of:

                 66,600 shares


          (iv).  shared or no power to dispose or to direct the
                 disposition of:

                 Shared - 6,140,284 shares
                 Securities owned by the following series of Longleaf
                 Partners Funds Trust, an open-end management
                 investment company registered under the Investment
                 Company Act of 1940, as follows:

                 Longleaf Partners Small-Cap Fund - 6,140,284

                 No Power - 0 shares


Item 5. Ownership of Five Percent or Less of a Class:  N/A


Item 6. Ownership of More than Five Percent on Behalf of Another
        Person:  N/A


Item 7. Identification and Classification of the Subsidiary Which
        Acquired the Security Being Reported on By the Parent
        Holding Company:  N/A


Item 8. Identification and Classification of Members of the Group:
        N/A


Item 9. Notice of Dissolution of Group:  N/A


Item 10. Certification:


By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
and do not have the effect of changing or influencing the control
of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having such
purposes or effect.



                            Signatures

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

Dated: November 10, 2015

                              Southeastern Asset Management, Inc.

                              By /s/ Andrew R. McCarroll
                              _______________________________________________
                              Andrew R. McCarroll
                              Vice President and General Counsel

                              Longleaf Partners Small-Cap Fund
                              By: Southeastern Asset Management, Inc.

                              By /s/ Andrew R. McCarroll
                              _______________________________________________
                              Andrew R. McCarroll
                              Vice President and General Counsel

                              O. Mason Hawkins, Individually

                                /s/ O. Mason Hawkins
                              _______________________________________________



                       Joint Filing Agreement

In accordance with Rule 13d-1(k) under the Securities Exchange Act
of 1934, the persons or entities named below agree to the joint
filing on behalf of each of them of this Schedule 13G with respect
to the Securities of the Issuer and further agree that this joint
filing agreement be included as an exhibit to this Schedule 13G. In
evidence thereof, the undersigned hereby execute this Agreement as
of November 10, 2015.


                              Southeastern Asset Management, Inc.

                              By /s/ Andrew R. McCarroll
                              _______________________________________________
                              Andrew R. McCarroll
                              Vice President and General Counsel

                              Longleaf Partners Small-Cap Fund
                              By: Southeastern Asset Management, Inc.

                              By /s/ Andrew R. McCarroll
                              _______________________________________________
                              Andrew R. McCarroll
                              Vice President and General Counsel

                              O. Mason Hawkins, Individually

                                /s/ O. Mason Hawkins
                              _______________________________________________


1
ATU13G.doc
SCHEDULE 13G - Actuant Corporation ("Issuer")
Initial Filing
8
ATU13G.doc
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>