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 13D/A | |
|
Under the Securities Exchange Act of 1934 (Amendment No. 4)* | |
|
ABB Ltd | |
| (Name of Issuer) | |
|
Registered Shares, par value CHF 0.12 | |
| (Title of Class of Securities) | |
|
ISIN No. CH0012221716** | |
| (CUSIP Number) | |
|
Cevian Capital II GP Limited 11-15 Seaton Place St. Helier, Jersey JE4 0QH Channel Islands Attention: Denzil Boschat +44 1534 828 513
with a copy to:
Schulte Roth & Zabel LLP 919 Third Avenue New York, NY 10022 Attention: Eleazer N. Klein, Esq. Adriana Schwartz, Esq. (212) 756-2000 | |
| (Name, Address and Telephone Number of Person | |
| Authorized to Receive Notices and Communications) | |
|
August 3, 2020 | |
| (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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]
(Page 1 of 5 Pages)
______________________________
* 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 disclosures provided in a prior cover page.
** The Registered Shares have no CUSIP number. The ISIN number for the Registered Shares is CH0012221716.
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).
| ISIN No. CH0012221716 | SCHEDULE 13D/A | Page 2 of 5 Pages |
| 1 |
NAME OF REPORTING PERSON Cevian Capital II GP Limited | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ý | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Jersey | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 |
SOLE VOTING POWER 105,988,662 | ||
| 8 |
SHARED VOTING POWER -0- | |||
| 9 |
SOLE DISPOSITIVE POWER< /p> 105,988,662 | |||
| 10 |
SHARED DISPOSITIVE POWER -0- | |||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 105,988,662 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.98% | |||
| 14 |
TYPE OF REPORTING PERSON IA, OO | |||
| ISIN No. CH0012221716 | SCHEDULE 13D/A | Page 3 of 5 Pages |
| This Amendment No. 4 ("Amendment No. 4") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on June 26, 2015 (the "Original Schedule 13D") as amended by Amendment No. 1 filed with the SEC on September 13, 2016 ("Amendment No. 1"), Amendment No. 2 filed with the SEC on February 23, 2017 ("Amendment No. 2") and Amendment No. 3 filed with the SEC on April 13, 2017 ("Amendment No. 3", and the Original Schedule 13D as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3 and this Amendment No. 4, the "Schedule 13D"), with respect to the Registered Shares, par value CHF 0.12 (the "Registered Shares") of ABB Ltd, a limited liability company incorporated under the laws of Switzerland (the "Issuer"). This Amendment No. 4 amends Items 3 and 5(a)-(c) and (e) as set forth below. Capitalized terms used herein and not otherwise defined in this Amendment No. 4 have the meanings set forth in the Schedule 13D. |
| Item 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
|
Item 3 is hereby amended and restated in its entirety as follows:
As of the date hereof, the Reporting Person has purchased for the accounts of the Cevian Funds an aggregate of 105,988,662 Registered Shares for an aggregate consideration (including brokerage commission) of approximately USD 2,313,843,706. The Cevian Funds funded these purchases out of their general working capital. The Registered Shares were purchased using Swiss Francs. For the purposes of this Schedule 13D, a conversion rate of USD 1.00 for each CHF 0.9213 was used. |
| Item 5. | INTEREST IN SECURITIES OF THE ISSUER |
| Paragraphs (a) - (c) and (e) of Item 5 are hereby amended and restated as follows: | |
| (a) | See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of Registered Shares and percentages of the Registered Shares beneficially owned by the Reporting Person. The percentages used in this Schedule 13D are calculated based upon approximately 2,128,369,802 Registered Shares reported to be outstanding as of July 29, 2020, which is the difference obtained by subtracting the 6,204,859 shares bought back between the period July 23, 2020 to July 29, 2020 as reported in the Issuer's share buyback disclosure, dated July 30, 2020, from the 2,134,574,661 Registered Shares reported to be outstanding as of July 22, 2020 in the Issuer's Report of Foreign Private Issuer on Form 6-K filed with the SEC on July 22, 2020. |
| (b) | See rows (7) through (10) of the cover pages to this Schedule 13D for the number of Registered Shares as to which the Reporting Person has the sole power to vote or direct the vote and sole power to dispose or to direct the disposition. |
| (c) | The transactions in the Registered Shares by the Reporting Person for the benefit of the Cevian Funds within the past sixty days, which were all in the open market, are set forth in Schedule B, and are incorporated herein by reference. |
| (e) | August 3, 2020. |
| ISIN No. CH0012221716 | SCHEDULE 13D/A | Page 4 of 5 Pages |
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: August 4, 2020
| CEVIAN CAPITAL II GP LIMITED | ||
| By: | /s/ Denzil Boschat | |
| Name: Denzil Boschat | ||
| Title: Authorized Signatory | ||
| ISIN No. CH0012221716 | SCHEDULE 13D/A | Page 5 of 5 Pages |
Schedule B
This Schedule sets forth information with respect to each purchase and sale of Registered Shares which were effectuated by the Reporting Person for the benefit of the Cevian Funds within the past sixty days. All transactions were effectuated in the open market through a broker.
CEVIAN CAPITAL II MASTER FUND LP
| Trade Date | Registered Shares Purchased (Sold) | Price ($)* |
| June 4, 2020 | (887,116) | 22.34 |
| June 5, 2020 | (995,506) | 22.71 |
| June 8, 2020 | (74,486) | 22.58 |
| July 27, 2020 | (704,417) | 25.99 |
| July 28, 2020 | (719,809) | 25.80 |
| July 29, 2020 | (589,514) | 25.70 |
| July 30, 2020 | (1,001,071) | 25.22 |
| July 31, 2020 | (332,078) | 25.15 |
| August 3, 2020 | (933,087) | 25.47 |
CEVIAN CAPITAL II CO-INVESTMENT FUND LP
| Trade Date | Registered Shares Purchased (Sold) | Price ($)* |
| June 4, 2020 | (63,616) | 22.34 |
| June 5, 2020 | (71,389) | 22.71 |
| June 8, 2020 | (5,341) | 22.58 |
| July 27, 2020 | (50,515) | 25.99 |
| July 28, 2020 | (51,618) | 25.80 |
| July 29, 2020 | (42,275) | 25.70 |
| July 30, 2020 | (71,788) | 25.22 |
| July 31, 2020 | (23,814) | 25.15 |
| August 3, 2020 | (66,913) | 25.47 |
* Excluding commissions, SEC fees, etc. (rounded to nearest cents). The Registered Shares were purchased using Swiss Francs. For the purposes of this Schedule 13D, a conversion rate of USD 1.00 for each CHF 0.9213 was used.