Sec Form 13D Filing - Apollo Management Holdings GP LLC filing for OneMain Holdings, Inc. (OMF) - 2021-10-18

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

OneMain Holdings, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

68268W103

(CUSIP Number)

Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

October 14, 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. ¨

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.

* 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 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).

Schedule 13D/A

Amendment No. 6

The information in this Amendment No. 6 to Schedule 13D (this “Sixth Amendment” or this “13D/A”) amends and supplements the Schedule 13D (the “Original Schedule 13D”) filed with the U.S. Securities and Exchange Commission (the “SEC”) by OMH Holdings, L.P. and the other Reporting Persons therein described on July 3, 2018, relating to the common stock, par value $0.01 per share (the “Common Stock”), of OneMain Holdings, Inc. (the “Issuer”), as amended by Amendment No. 1 thereto filed on December 18, 2019, Amendment No. 2 thereto filed on February 18, 2021, Amendment No. 3 thereto filed on May 6, 2021, Amendment No. 4 thereto filed on August 5, 2021, and Amendment No. 5 thereto filed on September 1, 2021 (as amended, the “Schedule 13D”).

This Sixth Amendment is filed, in part, to reflect that on October 14, 2021, V-OMH (ML) II, L.P. transferred 4,944,066 shares of Common Stock to the Värde Stockholder, as described below.

Except as set forth herein, the Schedule 13D remains unmodified.

Item 5. Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and restated as follows:

Each of the Reporting Persons disclaims beneficial ownership of all of the shares of Common Stock included in this report, and the filing of this report shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose.

(a) See Items 11 and 13 on the cover page. The percentage ownership reported in Item 13 is based upon the 132,046,200 shares of Common Stock reported as outstanding in the prospectus supplement dated August 11, 2021, filed by the Issuer on August 13, 2021.

(b) See Items 7 through 10 on the cover page.

(c) On October 14, 2021, V-OMH (ML) II, L.P. transferred 4,944,066 shares of Commons Stock to the Värde Stockholder pursuant to the amended and restated Distribution Transaction Agreement dated August 16, 2021. On August 16, 2021, OMH (ML), L.P. sold 8,050,000 shares of Common Stock in an underwritten offering at a price of $56.72 per share, after underwriting discounts and commissions. Except as described above in this 13D/A, there have been no reportable transactions with respect to the Common Stock of the Issuer within the last 60 days by the Reporting Persons.

(d) Not applicable.

(e) Not applicable.

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: October 18, 2021