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"
- Peter Lynch
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- Peter Lynch
What is insider trading>>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
SCHEDULE 13G Under the Securities Exchange Act of 1934
Amendment No.: 2*
Name of Issuer: XPERI CORPORATION
Title of Class of Securities: Common Stock
CUSIP Number: 98421B100
Date of Event Which Requires Filing of this Statement: 12/31/2019
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 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).
CUSIP No.: 98421B100
1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON Janus Henderson Group plc EIN #00-0000000
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP a. ___ b. ___
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION Jersey, Channel Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER 0**
6. SHARED VOTING POWER 1,050,000**
7. SOLE DISPOSITIVE POWER 0**
8. SHARED DISPOSITIVE POWER 1,050,000**
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,050,000**
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not applicable
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.1%**
12. TYPE OF REPORTING PERSON IA, HC
** See Item 4 of this filing
CUSIP No.: 98421B100
1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON Janus Henderson Triton Fund 01-0825912
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP a. ___ b. ___
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER 0**
6. SHARED VOTING POWER 984,330**
7. SOLE DISPOSITIVE POWER 0**
8. SHARED DISPOSITIVE POWER 984,330**
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
984,330**
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not applicable
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.0%**
12. TYPE OF REPORTING PERSON IV
** See Item 4 of this filing
Item 1. (a). Name of Issuer: XPERI CORPORATION ("Xperi")
(b). Address of Issuer's Principal Executive Offices:
3025 Orchard Parkway San Jose, CA 95134
Item 2. (a).-(c). Name, Principal Business Address, and Citizenship of
Persons Filing:
(1) Janus Henderson Group plc 201 Bishopsgate EC2M 3AE, United Kingdom
Citizenship: Jersey, Channel Islands
(2) Janus Henderson Triton Fund 151 Detroit Street Denver, Colorado
80206 Citizenship: Massachusetts
(d). Title of Class of Securities: Common Stock
(e). CUSIP Number: 98421B100
Item 3.
This statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) and the
person filing, Janus Henderson Group plc ("Janus Henderson"), is a
parent holding company/control person in accordance with Section
240.13d-1(b)(ii)(G). See Item 4 for additional information.
Janus Henderson Triton Fund is an Investment Company registered under
Section 8 of the Investment Company Act of 1940.
Item 4. Ownership
The information in items 1 and 5 through 11 on the cover page(s) on
Schedule 13G is hereby incorporated by reference.
Janus Henderson has an indirect 97% ownership stake in Intech Investment
Management LLC ("Intech") and a 100% ownership stake in Janus Capital
Management LLC ("JCM"), Perkins Investment Management LLC ("Perkins"),
Geneva Capital Management LLC ("Geneva"), Henderson Global Investors
Limited ("HGIL") and Janus Henderson Investors Australia Institutional
Funds Management Limited ("JHIAIFML"), (each an "Asset Manager" and
collectively as the "Asset Managers"). Due to the above ownership
structure, holdings for the Asset Managers are aggregated for purposes
of this filing. Each Asset Manager is an investment adviser registered
or authorized in its relevant jurisdiction and each furnishing
investment advice to various fund, individual and/or institutional
clients (collectively referred to herein as "Managed Portfolios").
As a result of its role as investment adviser or sub-adviser to the
Managed Portfolios, JCM may be deemed to be the beneficial owner of
1,050,000 shares or 2.1% of the shares outstanding of Xperi Common Stock
held by such Managed Portfolios. However, JCM does not have the right to
receive any dividends from, or the proceeds from the sale of, the
securities held in the Managed Portfolios and disclaims any ownership
associated with such rights.
Janus Henderson Triton Fund is an investment company registered under
the Investment Company Act of 1940 and is one of the Managed Portfolios
to which JCM provides investment advice.
Item 5. Ownership of Five Percent or Less of a Class
This statement is being filed to report the fact that the reporting
persons have ceased to be the beneficial owners of more than five
percent of the class of securities.
This statement is being filed to report the fact that Janus Henderson
Triton Fund has ceased to be the beneficial owners of more than five
percent of the class of securities.
These shares were acquired in the ordinary course of business, and not
with the purpose of changing or influencing control of the Issuer.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding Company
Intech, JCM, Perkins, Geneva, HGIL and JHIAIFML are indirect
subsidiaries of Janus Henderson and are registered investment advisers
furnishing investment advice to Managed Portfolios.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
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 of 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 my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
JANUS HENDERSON GROUP PLC
By /s/ Kristin Mariani
Kristin Mariani, Global Head of Investment Compliance
Date 2/14/2020
JANUS HENDERSON TRITON FUND
By /s/ Susan K. Wold
Susan K. Wold, Chief Compliance Officer
Date 2/14/2020
EXHIBIT A JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of
1934, the persons named below agree to the joint filing on behalf of
each of them of a Statement on Schedule 13G (including amendments
thereto) with respect to the Common Stock of XPERI CORPORATION and
further agree that this Joint Filing Agreement be included as an Exhibit
to such joint filings. In evidence thereof, the undersigned hereby
execute this Agreement as of the 14th day of February, 2020.
JANUS HENDERSON GROUP PLC
By /s/ Kristin Mariani
Kristin Mariani, Global Head of Investment Compliance
JANUS HENDERSON TRITON FUND
By /s/ Susan K. Wold
Susan K. Wold, Chief Compliance Officer