Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.1) *
Dril-Quip Corp.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
262037104
(CUSIP Number)
May 31, 2024
(Date of Event Which Requires Filing of this Statement)
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
persons 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).
SEC 1745 (3-98)
CUSIP No.262037104
1.
Names of Reporting Persons.
Brandes Investment Partners, L.P.
I.R.S. Identification Nos. of above persons (entities only).
33-0704072
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
Delaware
Number of Shares Beneficially owned by Each
Reporting Person With:
5.
Sole Voting Power
6.
Shared Voting Power
2,103,767
7.
Sole Dispositive Power
8.
Shared Dispositive Power
3,452,995
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
3,452,995
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11.
Percent of Class Represented by Amount in Row (9)
10.03 %
12.
Type of Reporting Person (See Instructions)
IA, PN
CUSIP No.262037104
1.
Names of Reporting Persons.
CO-GP, LLC
I.R.S. Identification Nos. of above persons (entities only).
73-1677697
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
Delaware
Number of Shares Beneficially owned by Each
Reporting Person With:
5.
Sole Voting Power
6.
Shared Voting Power
2,103,767
7.
Sole Dispositive Power
8.
Shared Dispositive Power
3,452,995
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
3,452,995 shares are deemed to be beneficially owned by CO-GP,
LLC as a control person of the investment adviser.
CO-GP, LLC disclaims any direct ownership of the shares reported
in this Schedule 13G, except for an amount that is substantially
less than one per cent of the number of shares reported herein.
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11.
Percent of Class Represented by Amount in Row (9)
10.03 %
12.
Type of Reporting Person (See Instructions)
CO, OO (Control Person)
CUSIP No.262037104
1.
Names of Reporting Persons.
Brandes Worldwide Holdings, L.P.
I.R.S. Identification Nos. of above persons
(entities only).
33-0836630
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
Delaware
Number of Shares Beneficially owned by Each
Reporting Person With:
5.
Sole Voting Power
6.
Shared Voting Power
2,103,767
7.
Sole Dispositive Power
8.
Shared Dispositive Power
3,452,995
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
3,452,995 shares are deemed to be beneficially owned by Brandes
Worldwide Holdings, L.P., as a control person of the investment
adviser. Brandes Worldwide Holdings, L.P. disclaims any direct
ownership of the shares reported in this Schedule 13G.
10.
Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions)
11.
Percent of Class Represented by Amount in Row (9)
10.03 %
12.
Type of Reporting Person (See Instructions)
PN, OO (Control Person)
CUSIP No.262037104
1.
Names of Reporting Persons.
Glenn Carlson
I.R.S. Identification Nos. of above persons
(entities only).
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
USA
Number of Shares Benficially owned by Each
Reporting Person With:
5.
Sole Voting Power
6.
Shared Voting Power
2,103,767
7.
Sole Dispositive Power
8.
Shared Dispositive Power
3,452,995
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
3,452,995 shares are deemed to be beneficially owned by
Glenn Carlson, a control person of the investment adviser.
Mr. Carlson disclaims any direct ownership of the shares
reported in Schedule 13G, except for the amount that is
substantially less than one per cent of the number of
shares reported herein.
10.
Check if the Aggregate Amount in Row (9)
Excludes Certain Shares (See Instructions)
11.
Percent of Class Represented by Amount in Row (9)
10.03 %
12.
Type of Reporting Person (See Instructions)
IN, OO (Control Person)
Item 1(a) Name of Issuer:
Dril-Quip Inc.
Item 1(b) Address of Issuers Principal Executive Offices:
6401 North Eldridge Parkway, Houston, TX 77041
Item 2(a) Name of Person Filing:
(i) Brandes Investment Partners, L.P.
(ii) CO-GP, LLC.
(iii) Brandes Worldwide Holdings, L.P.
(iv) Glenn Carlson
Item 2(b) Address of Principal Business office or, if None, Residence:
(i) 4275 Executive Square, 5th Floor, La Jolla, CA 92037
(ii) 4275 Executive Square, 5th Floor, La Jolla, CA 92037
(iii) 4275 Executive Square, 5th Floor, La Jolla, CA 92037
(iv) 4275 Executive Square, 5th Floor, La Jolla, CA 92037
Item 2(c) Citizenship
(i) Delaware
(ii) Delaware
(iii) Delaware
(iv) USA
Item 2(d) Title of Class Securities:
Common Shares
Item 2(e) CUSIP Number:
232037104
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 (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)(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) [x] Group, in accordance with 240.13d-1(b)(1)(ii)(J).
This statement is filed by Brandes Investment Partners, L.P.,
an investment adviser registered under the Investment Advisers
Act of 1940, its control persons and its holding company.
(See, also, Exhibit A.)
Item 4. Ownership:
(a) Amount Beneficially Owned: 3,452,995
(b) Percent of Class: 10.03 %
(c) Number of shares as to which the joint filers have:
(i) sole power to vote or to direct the vote: 0
(ii) shared power to vote or to direct the vote: 2,103,767
(iii) sole power to dispose or to direct the disposition of: 0
(iv) shared power to dispose or to direct the disposition of: 3,452,995
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 securities,
check the following ?. 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.
See Exhibit A
Item 9. Notice of Dissolution of Group.
N/A
Item 10. Certification:
(a) The following certification shall be included if
the statement is filed pursuant to 240.13d-1(b):
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and
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.
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.
Date: June 4, 2024
BRANDES INVESTMENT PARTNERS, L.P.
By: /s/ Glenn Carlson
Glenn Carlson, General Partner
CO-GP, LLC its General Partner
CO-GP, LLC
By: /s/ Glenn Carlson
Glenn Carlson, General Partner
BRANDES WORLDWIDE HOLDINGS, L.P.
By: /s/ Glenn Carlson
Glenn Carlson of CO-GP, LLC its General Partner
By: /s/ Glenn Carlson
Glenn Carlson, Control Person
EXHIBIT A
Identification and Classification of Members of the Group
Pursuant to Rule 13d-1(b)(ii)(J) and Rule 13d-1(k)(1) under the
Securities and Exchange Act of 1934, the members of the group making
this joint filing are identified and classified as follows:
Name
Classification
Brandes Investment Partners, L.P. (the Investment Adviser)
Investment adviser registered under Investment Advisers Act of 1940
Co-GP, LLC
A control person of the Investment Adviser
Brandes Worldwide Holdings, L.P.
A control person of the Investment Adviser
Glenn Carlson
A control person of the Investment Adviser
EXHIBIT B
Joint Filing Agreement Pursuant to Rule 13d-1
This agreement is made pursuant to Rule 13d-1(b)(ii)(J)
and Rule 13d-1(k)(1) under the Securities and Exchange Act
of 1934 (the Act) by and among the parties listed below,
each referred to herein as a Joint Filer.
The Joint Filers agree that a statement of beneficial ownership as
required by Sections 13(g) or 13(d) of the Act and the Rules
thereunder may be filed on each of their behalf on Schedule 13G
or Schedule 13D, as appropriate, and that said joint filing may
thereafter be amended by further joint filings.
The Joint Filers state that they each satisfy the requirements
for making a joint filing under Rule 13d-1.
Dated: June 4, 2024
BRANDES INVESTMENT PARTNERS, L.P.
By: /s/ Glenn Carlson
Glenn Carlson, General Partner of
Co-GP, LLC.
Co-GP, LLC.
By: /s/ Glenn Carlson
Glenn Carlson, General Partner
EXHIBIT C
Disclaimer of Beneficial Ownership
Co-GP, LLC, Brandes Worldwide Holdings,
L.P. and Glenn Carlson disclaim beneficial interest
as to the shares referenced above, except for an amount
equal to substantially less than one percent of the shares
reported on this Schedule 13D. None of these entities or
individuals holds the above-referenced shares for its/his
own account except on a de minimis basis.
/s/Glenn Carlson
Glenn Carlson