Sec Form 13D Filing - Impactive Capital LP filing for MERIDIAN BIOSCIENCE INC (VIVO) - 2022-10-28

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 4)¹

Meridian Bioscience, Inc.

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

589584101

(CUSIP Number)

LAUREN TAYLOR WOLFE

CHRISTIAN ASMAR

IMPACTIVE CAPITAL LP

152 West 57^th Street, 17^th Floor

New York, New York 10019

 

ELIZABETH GONZALEZ-SUSSMAN, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

October 27, 2022

(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 § 240.13d-7 for other parties to whom copies are to be sent.

 

 

1              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).

	1		NAME OF REPORTING PERSON
				Impactive Capital LP
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				AF
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				Delaware
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							- 0 -
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							1,910,919
PERSON WITH				9		SOLE DISPOSITIVE POWER
							- 0 -
				10		SHARED DISPOSITIVE POWER
							1,910,919
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				1,910,919
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				4.4%
	14		TYPE OF REPORTING PERSON
				PN, IA

  

	1		NAME OF REPORTING PERSON
				Impactive Capital LLC
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				AF
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				Delaware
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							- 0 -
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							1,910,919
PERSON WITH				9		SOLE DISPOSITIVE POWER
			0;				- 0 -
				10		SHARED DISPOSITIVE POWER
							1,910,919
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				1,910,919
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				4.4%
	14		TYPE OF REPORTING PERSON
				OO

  

 

	1		NAME OF REPORTING PERSON
				Lauren Taylor Wolfe
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				AF
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				United States of America
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							- 0 -
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							1,910,919
PERSON WITH				9		SOLE DISPOSITIVE POWER
							- 0 -
				10		SHARED DISPOSITIVE POWER
							1,910,919
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				1,910,919
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				4.4%
	14		TYPE OF REPORTING PERSON
				IN

  

 

	1		NAME OF REPORTING PERSON
				Christian Asmar
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				AF
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				United States of America
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							- 0 -
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							1,910,919
PERSON WITH				9		SOLE DISPOSITIVE POWER
							- 0 -
				10		SHARED DISPOSITIVE POWER
							1,910,919
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				1,910,919
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				4.4%
	14		TYPE OF REPORTING PERSON
				IN

  

The following constitutes Amendment No. 4 to the Schedule 13D filed by the undersigned (“Amendment No. 4”). This Amendment No. 4 amends the Schedule 13D as specifically set forth herein.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated as follows:

The 1,910,919 Shares beneficially owned by the Impactive Funds were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases. The aggregate purchase price of the 1,910,919 Shares beneficially owned by the Impactive Funds is approximately $38,795,174, including brokerage commissions.

Item 5.

Interest in Securities of the Issuer.

Items 5(a) – (c) and (e) are hereby amended and restated as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 43,747,969 Shares outstanding as of September 2, 2022, which is the total number of Shares outstanding as reported in the Issuer’s Definitive Proxy Statement on Form DEFM 14A filed with the SEC on September 8, 2022.

A.

Impactive Capital

(a)

As of the close of business on October 28, 2022, Impactive Capital beneficially owned 1,910,919 Shares held by the Impactive Funds.

Percentage: Approximately 4.4%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 1,910,919 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 1,910,919

(c)

The transactions in the Shares by Impactive Capital through the Impactive Funds since the filing of Amendment No. 3 are set forth on Schedule A and are incorporated herein by reference.

B.

Impactive Capital GP

(a)

As the general partner of Impactive Capital, Impactive Capital GP may be deemed to beneficially own the 1,910,919 Shares held by the Impactive Funds.

Percentage: Approximately 4.4%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 1,910 ,919 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 1,910,919

(c)

Impactive Capital GP has not entered into any transactions in the Shares since the filing of Amendment No. 3. The transactions in the Shares by Impactive Capital through the Impactive Funds since the filing of Amendment No. 3 are set forth on Schedule A and are incorporated herein by reference.

C.

Ms. Taylor Wolfe and Mr. Asmar

(a)

Each of Ms. Taylor Wolfe and Mr. Asmar, as Managing Members of Impactive Capital GP, may be deemed to beneficially own the 1,910,919 Shares held by the Impactive Funds.

Percentage: Approximately 4.4%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 1,910,919 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 1,910,919

(c)

Each of Ms. Taylor Wolfe and Mr. Asmar have not entered into any transactions in the Shares since the filing of Amendment No. 3. The transactions in the Shares by Impactive Capital through the Impactive Funds since the filing of Amendment No. 3 are set forth on Schedule A and are incorporated herein by reference.

(e)

As of October 24, 2022, the Reporting Persons ceased to beneficially own more than 5% of the outstanding Shares of the Issuer.

 

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: October 28, 2022

	Impactive Capital LP
	By:	Impactive Capital LLC
		its General Partner
	By:	/s/ Lauren Taylor Wolfe
		Name:	Lauren Taylor Wolfe
		Title:	Managing Member

 

 

	Impactive Capital LLC
	By:	/s/ Lauren Taylor Wolfe
		Name:	Lauren Taylor Wolfe
		Title:	Managing Member

 

 

	/s/ Lauren Taylor Wolfe
	Lauren Taylor Wolfe

 

 

	/s/ Christian Asmar
	Christian Asmar

 

SCHEDULE A

Transactions in the Shares of the Issuer Since the Filing of Amendment No. 3

Nature of Transaction

Amount of Shares Sold

Price per Share ($)

Date of Sale

 

IMPACTIVE CAPITAL LP
(through the Impactive Funds)

Sale of Common Shares	(47,324)	32.01	10/19/2022
Sale of Common Shares	(103,329)	32.08	10/20/2022
Sale of Common Shares	(45,478)	32.01	10/21/2022
Sale of Common Shares	(67,501)	32.01	10/24/2022
Sale of Common Shares	(123,348)	32.34	10/26/2022
Sale of Common Shares	(108,659)	32.33	10/27/2022