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.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)
ECHO GLOBAL LOGISTICS, INC.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
27875T 10 1
(CUSIP Number)
December 31, 2020
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ 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. 27875T 10 1
| 1. |
Names of Reporting Persons
Alexander Mitchell | |||||
| 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
United States of America | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
150,799 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
150,799 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
150,799 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
0.6% | |||||
| 12. | < td valign="bottom" style=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000"> Type of Reporting Person (See Instructions)
IN | |||||
2
CUSIP No. 27875T 10 1
| 1. |
Names of Reporting Persons
Scopus Capital, Inc. | |||||
| 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
0 | ||||
| 6. | Shared Voting Power
150,799 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
150,799 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
150,799 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
0.6% | |||||
| 12. | Type of Reporting Person (See Instructions)
CO | |||||
3
CUSIP No. 27875T 10 1
| 1. |
Names of Reporting Persons
Scopus Asset Management, L.P. | |||||
| 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
0 | ||||
| 6. | Shared Voting Power
150,799 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
150,799 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
150,799 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
0.6% | |||||
| 12. | Type of Reporting Person (See Instructions)
IA | |||||
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| Item 1. | |
| (a) | Name of Issuer: |
Echo Global Logistics, Inc. (the “Issuer”)
| (b) | Address of Issuer’s Principal Executive Offices: |
600 West Chicago Avenue, Suite 725
Chicago, Illinois 60654
Item 2.
| (a) | Name of Person Filing: |
The names of the persons filing this report (collectively, the “Reporting Persons”) are:
Alexander Mitchell
Scopus Capital, Inc. (“SCI”)
Scopus Asset Management, L.P. (“SAMLP”)
| (b) | Address of Principal Business Office or, if none, Residence: |
For each Reporting Person:
717 Fifth Ave., 21st Floor
New York, New York 10022
| (c) | Citizenship: |
For each Reporting Person other than Mr. Mitchell, Delaware.
For Mr. Mitchell, United States of America
| (d) | Title of Class of Securities: |
Common Stock, par value $0.0001 per share (“Common Stock”)
| (e) | CUSIP Number: |
27875T 10 1
| Item 3. | If this statement is filed pursuant to §§240.13d-l(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
| Item 4. | Ownership |
The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover page to this Statement. The percent of class represented by the amount beneficially owned by each Reporting Person is based on 26,607,989 shares of Common Stock outstanding as of October 28, 2020, as indicated by the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on October 29, 2020.
Investment funds advised by SAMLP (collectively, the “Investment Funds”) directly hold 150,799 shares of Common Stock. SCI is the general partner of SAMLP and is deemed to have beneficial ownership of the Common Stock beneficially owned by SAMLP and Mr. Mitchell controls SCI, and each may be deemed to beneficially own such shares.
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| 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 of securities, check the following ☒.
| 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 or Control Person |
Not applicable.
| 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 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, other than activities solely in connection with a nomination under § 240.14a-11.
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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.
Dated February 16, 2021
| ALEXANDER MITCHELL | ||
| /s/ Daniel Fried, attorney-in-fact | ||
| SCOPUS ASSET MANAGEMENT, L.P. | ||
| By: Scopus Capital, Inc., its General Partner | ||
| By: | /s/ Daniel Fried | |
| Name: Daniel Fried | ||
| Title: Attorney-in-Fact | ||
| SCOPUS CAPITAL, INC. | ||
| By: | /s/ Daniel Fried | |
| Name: Daniel Fried | ||
| Title: Attorney-in-Fact | ||
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