0001144204-16-082580.txt : 20160216 0001144204-16-082580.hdr.sgml : 20160215 20160216161004 ACCESSION NUMBER: 0001144204-16-082580 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20160216 DATE AS OF CHANGE: 20160216 GROUP MEMBERS: GEORGE S. LOENING SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SIGNET JEWELERS LTD CENTRAL INDEX KEY: 0000832988 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-JEWELRY STORES [5944] IRS NUMBER: 000000000 FISCAL YEAR END: 0129 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-54355 FILM NUMBER: 161428186 BUSINESS ADDRESS: STREET 1: CLARENDON HOUSE STREET 2: 2 CHURCH STREET CITY: HAMILTON STATE: D0 ZIP: HM11 BUSINESS PHONE: 44-207-317-9700 MAIL ADDRESS: STREET 1: C/O 15 GOLDEN SQUARE CITY: LONDON STATE: X0 ZIP: W1F9JG FORMER COMPANY: FORMER CONFORMED NAME: SIGNET GROUP PLC DATE OF NAME CHANGE: 19931213 FORMER COMPANY: FORMER CONFORMED NAME: RATNERS GROUP PLC DATE OF NAME CHANGE: 19931213 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Select Equity Group, L.P. CENTRAL INDEX KEY: 0001592643 IRS NUMBER: 463465710 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 380 LAFAYETTE STREET STREET 2: 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10003 BUSINESS PHONE: 212 475-8335 MAIL ADDRESS: STREET 1: 380 LAFAYETTE STREET STREET 2: 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10003 SC 13G 1 v431366_sc13g.htm SC 13G

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

(Amendment No. )*

 

 

 

Signet Jewelers Ltd.

(Name of Issuer)
 

Common Stock

(Title of Class of Securities)
 
G81276100
(CUSIP Number)
 
December 31, 2015
(Date of Event Which Requires Filing of This Statement)

 

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

 

xRule 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 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. G81276100 SCHEDULE 13G Page 2 of 6 Pages

 

1

NAMES OF REPORTING PERSONS

 

Select Equity Group, L.P.

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

 

5,983,096

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

5,983,096

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

5,983,096

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

7.5%

12

TYPE OF REPORTING PERSON

 

IA

  

 2 

 

 

CUSIP No. G81276100 SCHEDULE 13G Page 3 of 6 Pages

 

1

NAMES OF REPORTING PERSONS

 

George S. Loening

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

USA

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON

WITH

5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

5,983,096

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

5,983,096

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

5,983,096

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

7.5%

12

TYPE OF REPORTING PERSON

 

IN/HC

 

 3 

 

 

Item 1(a) Name of Issuer:
   
 

Signet Jewelers Ltd.

   
Item 1(b) Address of Issuer’s Principal Executive Offices:
   
 

Clarendon House

 

2 Church Street

 

Hamilton HM11

 

Bermuda

   
   
Items 2(a) Name of Person Filing:
   
 

This Schedule 13G is being filed jointly by Select Equity Group, L.P., a Delaware limited partnership (“Select LP”), and George S. Loening (“Loening”), who is the majority owner of Select LP and managing member of its general partner. Select LP and Loening are sometimes jointly referred to herein as the “Select Reporting Persons.”

   
Item 2(b) Address of Principal Business Office:
   
  The business address of each of the Select Reporting Persons is:
   
  380 Lafayette Street, 6th Floor
  New York, New York 10003
   
Item 2(c) Citizenship:
   
  George S. Loening is a United States citizen.
   
Item 2(d) Title of Class of Securities:
   
  Common Stock
   
Item 2(e) CUSIP Number:
   
  G81276100
   
   
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) ¨ Broker or dealer registered under Section 15 of the Act;
  (b) ¨ Bank as defined in Section 3(a)(6) of the Act;
  (c) ¨ Insurance company as defined in Section 3(a)(19) of the Act;
  (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940;
  (e) x 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) x A parent holding company or control person in accordance with Rule 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;

  (j) ¨

A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);

  (k) ¨ Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
       

  

 4 

 

  

Item 4 Ownership:
   
  The information required by Items 4(a)-(c), as of the date hereof, is set forth in Rows 5-11 of the cover page hereto for each Select Reporting Person and is incorporated herein by reference for each such Select Reporting Person.
   
   
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 a reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ¨.
   
   
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 and are held in the ordinary course of business and 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.

 

 5 

 

 

SIGNATURES

 

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

 

  SELECT EQUITY GROUP, L.P.  
     
  By: Select Equity GP, LLC, its General Partner  
         
  By: /s/ George S. Loening  
    Name: George S. Loening  
    Title: Managing Member  
         
  /s/ George S. Loening  
  George S. Loening, an individual  

 

Dated: February 10, 2016

 

 6 

EX-99.1 2 v431366_ex99-1.htm EXHIBIT 99.1

 

EXHIBIT 99.1

AGREEMENT OF REPORTING PERSONS

 

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 this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. 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 it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that such person or entity knows or has reason to believe that such information is inaccurate. This agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.

 

Dated: February 10, 2016

 

  SELECT EQUITY GROUP, L.P.  
     
  By: Select Equity GP, LLC, its General Partner  
         
  By: /s/ George S. Loening  
    Name: George S. Loening  
    Title: Managing Member  
         
  /s/ George S. Loening  
  George S. Loening, an individual