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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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES AND EXCHANGE ACT OF 1934
(Amendment No. 1)*
Enfusion, Inc.
(Name of Issuer)
Class A common stock
(Title of Class of Securities)
292812104
(CUSIP Number)
December 31, 2023
(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) |
| x | 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 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 13G |
| CUSIP No. 292812104 |
| 1 |
NAME OF REPORTING PERSONS
Werner Capital LLC |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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
4,682,016 (1) |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
4,682,016 (1) | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,682,016 (1) |
| 10 |
CHECK BOX IF THE AGGREGATE AMOU NT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
|
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.04% (2) |
| 12 |
TYPE OF REPORTING PERSON
OO |
| (1) | Consists of 4,682,016 shares of Class A Common Stock that Werner Capital LLC has the right to acquire upon the exchange of common units of Enfusion Ltd. LLC. |
| (2) | This percentage is based on 92,961,626 shares of Class A Common Stock outstanding, which is the sum of (i) 88,279,610 shares of Class A Common Stock outstanding as of November 5, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 7, 2023, and (ii) 4,682,016 shares of Class A Common Stock that Werner Capital LLC has the right to acquire upon the exchange of common units of Enfusion Ltd. LLC, which shares have been added to the total shares of Class A Common Stock outstanding pursuant to Rule 13d-3(d)(1)(i)(D) under the Act. |
| 1 |
NAME OF REPORTING PERSONS
Scott Werner |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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
4,685,903 (1) |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
4,685,903 (1) | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,685,903 (1) |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
|
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.04% (2) |
| 12 |
TYPE OF REPORTING PERSON
IN |
| (1) | Consists of (i) 4,682,016 shares of Class A Common Stock that Werner Capital LLC has the right to acquire upon the exchange of common units of Enfusion Ltd. LLC and (ii) 3,887 shares of Class A Common Stock issuable to Scott Werner upon vesting of restricted stock units within 60 days of December 31, 2023. |
| (2) | This percentage is based on 92,965,513 shares of Class A Common Stock outstanding, which is the sum of (i) 88,279,610 shares of Class A Common Stock outstanding as of November 5, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 7, 2023, (ii) 4,682,016 shares of Class A Common Stock that Werner Capital LLC has the right to acquire upon the exchange of common units of Enfusion Ltd. LLC, and (iii) 3,887 shares of Class A Common Stock issuable to Scott Werner upon vesting of restricted stock units within 60 days of December 31, 2023. The shares represented by (ii) and (iii) have been added to the total shares of Class A Common Stock outstanding pursuant to Rule 13d-3(d)(1)(i)(D) under the Act. |
Item 1
| (a) | Name of Issuer: |
Enfusion, Inc.
| (b) | Address of Issuer’s Principal Executive Offices: |
125 South Clark Street, Suite 750, Chicago, Illinois 60603
Item 2
| (a) | Name of Person Filing: |
This statement is filed by Werner Capital LLC and Scott Werner (together, the “Reporting Persons”). Mr. Werner is the sole manager of Werner Capital LLC and may be deemed the beneficial owner of the shares held by Werner Capital LLC.
| (b) | Address of Principal Business Office or, if None, Residence: |
c/o Enfusion, Inc.
125 South Clark Street, Suite 750, Chicago, Illinois 60603
| (c) | Citizenship: |
Werner Capital LLC is a Delaware limited liability company and Scott Werner is a citizen of the United States of America.
| (d) | Title of Class of Securities: |
Class A common stock, par value $0.001 per share
| (e) | CUSIP Number: |
| 292812104 |
| Item 3 | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | |
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | |
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | |
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | |
| (e) | ¨ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E). | |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). | |
| (g) | ¨ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). | |
| (h) | ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). | |
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). | |
| (j) | ¨ | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | ¨ | Group, in accordance with §240.13d-1(b)(1)(ii)(K). |
| Item 4 | Ownership. |
| I. | Werner Capital LLC |
(a) Amount beneficially owned: 4,682,016 (1)
(b) Percent of class: 5.04% (3)
(c) Number of shares as to which such person has:
| (i) | Sole power to vote or direct the vote: 4,682,016 (1) |
| (ii) | Shared power to vote or direct the vote: 0 |
| (iii) | Sole power to dispose or direct the disposition: 4,682,016 (1) |
| (iv) | Shared power to dispose or direct the disposition: 0 |
| II. | Scott Werner |
(a) Amount beneficially owned: 4,685,903 (1)(2)
(b) Percent of class: 5.04% (4)
(c) Number of shares as to which such person has:
| (i) | Sole power to vote or direct the vote: 4,685,903 (1)(2) |
| (ii) | Shared power to vote or direct the vote: 0 |
| (iii) | Sole power to dispose or direct the disposition: 4,685,903 (1)(2) |
| (iv) | Shared power to dispose or direct the disposition: 0 |
| (1) | Includes 4,682,016 shares of Class A Common Stock that Werner Capital LLC has the right to acquire upon the exchange of common units of Enfusion Ltd. LLC. | |
| (2) | Includes 3,887 shares of Class A Common Stock issuable to Scott Werner upon vesting of restricted stock units within 60 days of December 31, 2023. | |
| (3) | This percentage is based on 92,961,626 shares of Class A Common Stock outstanding, which is the sum of (i) 88,279,610 shares of Class A Common Stock outstanding as of November 5, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 7, 2023, and (ii) 4,682,016 shares of Class A Common Stock that Werner Capital LLC has the right to acquire upon the exchange of common units of Enfusion Ltd. LLC, which shares have been added to the total shares of Class A Common Stock outstanding pursuant to Rule 13d-3(d)(1)(i)(D) under the Act. | |
| (4) | This percentage is based on 92,965,513 shares of Class A Common Stock outstanding, which is the sum of (i) 88,279,610 shares of Class A Common Stock outstanding as of November 5, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 7, 2023, (ii) 4,682,016 shares of Class A Common Stock that Werner Capital LLC has the right to acquire upon the exchange of common units of Enfusion Ltd. LLC, and (iii) 3,887 shares of Class A Common Stock issuable to Scott Werner upon vesting of restricted stock units within 60 days of December 31, 2023. The shares represented by (ii) and (iii) have been added to the total shares of Class A Common Stock outstanding pursuant to Rule 13d-3(d)(1)(i)(D) under the Act. |
| Item 5 | Ownership of Five Percent or Less of a Class. |
Not applicable.
| 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. |
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. |
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.
Date: February 14, 2024
| Werner Capital LLC | ||
| By: | /s/ Scott Werner | |
| Name: Scott Werner Title: Sole Manager | ||
| By: | /s/ Scott Werner | |
| Scott Werner | ||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Joint Filing Agreement, dated as of February 16, 2022 (incorporated by reference to Exhibit 99.1 of the Schedule 13G filed by the Reporting Persons on February 16, 2022). |