Sec Form 13D Filing - ROCKWELL AUTOMATION INC (ROK) filing for PTC INC. (PTC) - 2021-11-08

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(Amendment No. 2)*

Under the Securities Exchange Act of 1934

PTC Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

69370C100

(CUSIP Number)

Rebecca W. House

Senior Vice President, Chief People and Legal Officer and Secretary

Rockwell Automation, Inc.

1201 South Second Street

Milwaukee, Wisconsin 53204

(414) 382-2000

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

November 8, 2021

(Date of Event which Requires Filing of this Statement)

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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

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 (the “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).

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.

AMENDMENT NO. 2 TO SCHEDULE 13D

The Schedule 13D originally filed by Rockwell Automation, Inc. (the “Reporting Person”) with the Securities and Exchange Commission (“SEC”) on July 19, 2018, as amended by Amendment No. 1 filed with the SEC on May 13, 2021 (as so amended, the “Schedule 13D”), relating to the common stock, $0.01 par value per share (the “Common Stock”), of PTC Inc. (the “Company”), is hereby amended by this Amendment No. 2 to the Schedule 13D as set forth below.

There are no changes to the Item 1 information in the Schedule 13D previously filed by the Reporting Person with the SEC.

Item 2 of the Schedule 13D is hereby amended and restated by and replaced with the following:

This Amendment No. 2 to the Schedule 13D is being filed on behalf of Rockwell Automation, Inc., a corporation organized under the laws of the State of Delaware (“Rockwell”).

The principal address of Rockwell is 1201 South Second Street, Milwaukee, WI 53204. The telephone number of Rockwell is (414) 382-2000. Rockwell is a leader in industrial automation and information.

The directors and executive officers of Rockwell and their respective business addresses and citizenship are set forth on Schedule A. During the last five years, neither Rockwell nor, to the knowledge of Rockwell, any of the persons listed on Schedule A has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject, to federal or state securities laws or finding any violation with respect to such laws.

There are no changes to the Item 3 information in the Schedule 13D previously filed by the Reporting Person with the SEC.

Item 4 of the Schedule 13D is hereby amended and restated by and replaced with the following:

The information set forth in Items 3 and 6 of this Amendment No. 2 to the Schedule 13D is incorporated herein by reference.

On July 19, 2018, Rockwell completed the Investment. In connection with the consummation of the Investment (the “Closing”), pursuant to the Purchase Agreement, the size of the Company’s Board of Directors (the “Company Board”) was increased to create one vacancy, and Rockwell was entitled to appoint one individual to the Company Board to fill such vacancy (a “Designee”). Rockwell designated Blake D. Moret, Chairman and Chief Executive Officer of Rockwell, as its initial Designee. Mr. Moret was re-elected to the Company Board with a term currently set to expire at the 2022 Annual Meeting of Stockholders. In addition, Mr. Moret was appointed to serve on the Corporate Governance Committee of the Company Board where he is still a member as of the date of this filing. Under the SPA Amendment, Rockwell will retain the right to nominate a Designee for election by the shareholders of the Company at subsequent annual meetings for the period commencing on the Closing Date and ending on the earlier of (i) the date on which Rockwell beneficially owns shares of Common Stock representing less than 5.0% of the total outstanding shares of Common Stock and (ii) the effective date set forth in a written notice from Rockwell to the Company in which both (x) Rockwell fully and irrevocably abdicates its rights pursuant to the board designee provisions and (y) Rockwell’s Designee has tendered to the Company Board his or her resignation from the Company Board (the “Director Period”).

Rockwell acquired the Shares for investment purposes and intends to review and evaluate its investment in the Company on a continuous basis. Depending upon various factors, including but not limited to the business, prospects and financial condition of Rockwell and the Company and other developments concerning Rockwell and the Company, market conditions and other factors that Rockwell may deem relevant to its investment decision, and subject to compliance with applicable laws, rules and regulations, Rockwell may in the future take actions with respect to its investment in the Company as it deems appropriate with respect to any or all matters required to be disclosed in this Amendment No. 2 to the Schedule 13D, including without limitation changing its intentions or increasing or decreasing its investment in the Company or engaging in any hedging or other derivative transactions with respect to Common Stock, in each case in accordance with the limitations set forth in the Purchase Agreement and the SPA Amendment. As of the date of this Amendment No. 2 to the Schedule 13D, Rockwell currently intends to sell some shares of Common Stock under certain market conditions. In connection therewith, Rockwell will enter into trading plans (each, a “Trading Plan”) pursuant to Rule 10b5-1 under the Act, pursuant to which a broker dealer will make periodic sales of Common Stock on behalf of Rockwell, subject to the terms of the applicable Trading Plan. Any such sale of Common Stock is subject to and will be consistent with the transfer restrictions in the Purchase Agreement and the SPA Amendment, which are described in Item 6 of the Schedule 13D.

As a director of the Company, Mr. Moret may have influence over the corporate activities of the Company, including activities that may relate to transactions described in clauses (a) through (j) of Item 4 of Schedule 13D, and therefore, Rockwell may indirectly have such influence in light of Mr. Moret’s position with Rockwell.

Other than as described in this Item 4, Rockwell does not have any current plans or proposals that relate to or that would result in any of the transactions or other matters specified in clauses (a) through (j) of Item 4 of Schedule 13D, provided that Rockwell, at any time and from time to time, may review or reconsider and change its positions and/or intentions.

There are no changes to the Item 5 information in the Schedule 13D previously filed by the Reporting Person with the SEC.

Item 6 of the Schedule 13D is hereby amended and restated by and replaced with the following:

The information set forth in Items 3 and 4 of this Amendment No. 2 to the Schedule 13D is incorporated herein by reference.

Purchase Agreement and the SPA Amendment

Pursuant to the SPA Amendment, dated May 11, 2021:

Standstill Obligations. Rockwell is subject to a standstill provision, except at the express invitation of the Company in its sole discretion, ending on the latest of (a) July 19, 2021 (the third anniversary of the original closing), (b) the one month anniversary of any expiration or termination of the Strategic Alliance Agreement and (c) the date upon which the Director Period expires (such period, the “Standstill Period”). During the Standstill Period, Rockwell will not, among other things and subject to specified exceptions: (a) acquire any securities of the Company if, immediately after such acquisition, Rockwell, together with its affiliates, would beneficially own more than 9.0% of the outstanding Common Stock; (b) propose any merger, consolidation, business combination, tender offer or similar transaction involving the Company; (c) solicit proxies or consents to vote any securities of the Company; or (d) form, join or participate in a third party group (as such term is used in the rules of the SEC).

Transfer Restrictions. For a period ending on the earlier of (a) September 30, 2023 and (b) the one month anniversary of any expiration or termination of the Strategic Alliance Agreement, Rockwell is restricted from transferring the Shares subject to certain exceptions. Rockwell is allowed to transfer Shares (a) in an open market transaction in the aggregate in any 90-day period, a number of shares equal to 1.0% of the total outstanding shares of Common Stock; and (b) in a “Marketed Underwritten Share Offering”, in the aggregate in any one-year period, a number of shares that does not exceed 5% of the total outstanding shares of Common Stock as of the closing date of the first such offering or sale, provided that no more than one such offering may be conducted in any one-year period.

Voting Obligations. During the Standstill Period, Rockwell will be required to (a) cause all of the shares of Common Stock that it beneficially owns to be present for quorum purposes at any meeting of the shareholders of the Company and (b) vote all of such shares in accordance with the Company Board’s recommendations with respect to the election of directors, all business involving compensation matters (including new or amended equity plans and “say on pay” proposals), and the ratification of the appointment of the Company’s independent public accounting firm set forth in the Company’s proxy statement for the meeting.

Registration Rights Agreement

On July 19, 2018, in connection with, and as a condition to the consummation of, the Investment, Rockwell and the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”). Under the terms of the Registration Rights Agreement, Rockwell received customary registration rights subject to market standstill provisions, and under the Registration Rights Agreement, PTC is obligated to file a resale shelf registration statement with respect to the Shares not later than July 19, 2019.

The foregoing descriptions of the Purchase Agreement, the SPA Amendment, the Registration Rights Agreement and the Trading Plans do not purport to be complete and are subject to, and are qualified in their entirety by, the full text of the Purchase Agreement, the SPA Amendment, Registration Rights Agreement and the form of Trading Plan, which are filed herewith as Exhibits 1, 2, 3, and 4, respectively, to this Amendment No. 2 to the Schedule 13D and incorporated herein by reference.

Other than the Purchase Agreement, the SPA Amendment, the Registration Rights Agreement and the Trading Plan, to the knowledge of Rockwell, there are no contracts arrangements, understandings or relationships (legal or otherwise) between Rockwell, or any Rockwell subsidiary or any person listed on Schedule A, and any person with respect to the securities of the Company, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, including any securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities other than standard default and similar provisions contained in loan agreements.

Item 7 of the Schedule 13D is hereby amended and restated by and replaced with the following:

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.

Schedule A

DIRECTORS AND EXECUTIVE OFFICERS OF ROCKWELL AUTOMATION, INC.

The name and current principal occupation or employment of each director and executive officer of Rockwell as of November 8, 2021 are as set forth below. The business address and phone number of each such director and executive officer is 1201 South Second Street, Milwaukee, WI 53204, (414) 382-2000. All directors and executive officers set forth below are United States citizens, except for Cyril Perducat, who is a French citizen, and Veena Lakkundi, who is a Canadian citizen.

Dated: November 8, 2021