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 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Hollysys Automation Technologies Ltd.
(Name of Issuer)
Ordinary Shares, par value $0.001 per share
(Title of Class of Securities)
G45667105
(CUSIP Number)
|
Mengyun Tang c/o Advanced Technology (Cayman) Limited Suite 3501, 35/F, Jardine House 1 Connaught Place, Central Hong Kong, China +852-2165-9000 |
With Copies To:
|
Marcia Ellis Rongjing Zhao Morrison & Foerster LLP Edinburgh Tower, 33/F The Landmark, 15 Queen’s Road Central Hong Kong, China +852-2585-0888
|
Spencer Klein Mitchell Presser John Owen Morrison & Foerster LLP 250 West 55th Street New York, NY 10019-9601 +1-212-468-8000
|
February 5, 2024
(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. ¨
| * | 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).
CUSIP No. G45667105
| 1 |
Name of Reporting Persons Liang Meng | ||||||
| 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 Hong Kong Special Administrative Region of People’s Republic of China | ||||||
|
Number of Shares Beneficially Owned by Each Reporting Person With |
7 |
Sole Voting Power 0 | |||||
| 8 |
Shared Voting Power 8,491,875 | ||||||
| 9 |
Sole Dispositive Power 0 | ||||||
| 10 |
Shared Dispositive Power 8,491,875 | ||||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person 8,491,875 | ||||||
| 12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ | ||||||
| 13 |
Percent of Class Represented by Amount in Row (11) 13.7%* | ||||||
| 14 |
Type of Reporting Person IN | ||||||
| * | Based on 62,095,839 Ordinary Shares outstanding as of December 28, 2023, as provided in the Issuer’s Proxy Statement filed as an exhibit to the Issuer’s Form 6-K filed with the Securities and Exchange Commission on January 5, 2024. | ||||||
Page 1
CUSIP No. G45667105
| 1 |
Name of Reporting Persons Ascendent Capital Partners III GP Limited | |||||||
| 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 Cayman Islands | |||||||
|
Number of Shares Beneficially Owned by Each Reporting Person With |
7 |
Sole Voting Power 0 | ||||||
| 8 |
Shared Voting Power 8,491,875 | |||||||
| 9 |
Sole Dispositive Power 0 | |||||||
| 10 |
Shared Dispositive Power 8,491,875 | |||||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person 8,491,875 | |||||||
| 12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ | |||||||
| 13 |
Percent of Class Represented by Amount in Row (11) 13.7%* | |||||||
| 14 |
Type of Reporting Person CO | |||||||
| * | Based on 62,095,839 Ordinary Shares outstanding as of December 28, 2023, as provided in the Issuer’s Proxy Statement filed as an exhibit to the Issuer’s Form 6-K filed with the Securities and Exchange Commission on January 5, 2024. | |||||||
Page 2
CUSIP No. G45667105
| 1 |
Name of Reporting Persons Ascendent Capital Partners III GP, L.P. | ||||||
| 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 Cayman Islands | ||||||
|
Number of Shares Beneficially Owned by Each Reporting Person With |
7 |
Sole Voting Power 0 | |||||
| 8 |
Shared Voting Power 8,491,875 | ||||||
| 9 |
Sole Dispositive Power 0 | ||||||
| 10 |
Shared Dispositive Power 8,491,875 | ||||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person 8,491,875 | ||||||
| 12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ | ||||||
| 13 |
Percent of Class Represented by Amount in Row (11) 13.7%* | ||||||
| 14 |
Type of Reporting Person PN | ||||||
| * | Based on 62,095,839 Ordinary Shares outstanding as of December 28, 2023, as provided in the Issuer’s Proxy Statement filed as an exhibit to the Issuer’s Form 6-K filed with the Securities and Exchange Commission on January 5, 2024. | ||||||
Page 3
CUSIP No. G45667105
| 1 |
Name of Reporting Persons Ascendent Capital Partners III, L.P. | ||||||
| 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 Cayman Islands | ||||||
|
Number of Shares Beneficially Owned by Each Reporting Person With |
7 |
Sole Voting Power 0 | |||||
| 8 |
Shared Voting Power 8,491,875 | ||||||
| 9 |
Sole Dispositive Power 0 | ||||||
| 10 |
Shared Dispositive Power 8,491,875 | ||||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person 8,491,875 | ||||||
| 12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ | ||||||
| 13 |
Percent of Class Represented by Amount in Row (11) 13.7% | ||||||
| 14 |
Type of Reporting Person PN | ||||||
| * | Based on 62,095,839 Ordinary Shares outstanding as of December 28, 2023, as provided in the Issuer’s Proxy Statement filed as an exhibit to the Issuer’s Form 6-K filed with the Securities and Exchange Commission on January 5, 2024. | ||||||
Page 4
CUSIP No. G45667105
| 1 |
Name of Reporting Persons Skyline Automation Technologies L.P. | ||||||
| 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 British Virgin Islands | ||||||
|
Number of Shares Beneficially Owned by Each Reporting Person With |
7 |
Sole Voting Power 0 | |||||
| 8 |
Shared Voting Power 8,491,875 | ||||||
| 9 |
Sole Dispositive Power 0 | ||||||
| 10 |
Shared Dispositive Power 8,491,875 | ||||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person 8,491,875 | ||||||
| 12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ | ||||||
| 13 |
Percent of Class Represented by Amount in Row (11) 13.7% | ||||||
| 14 |
Type of Reporting Person PN | ||||||
| * | Based on 62,095,839 Ordinary Shares outstanding as of December 28, 2023, as provided in the Issuer’s Proxy Statement filed as an exhibit to the Issuer’s Form 6-K filed with the Securities and Exchange Commission on January 5, 2024. | ||||||
Page 5
CUSIP No. G45667105
| 1 |
Name of Reporting Persons Advanced Technology (Cayman) Limited | ||||||
| 2 |
Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨ | ||||||
| 3 | SEC Use Only | ||||||
| 4 |
Source of Funds WC | ||||||
| 5 |
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐ | ||||||
| 6 |
Citizenship or Place of Organization Cayman Islands | ||||||
|
Number of Shares Beneficially Owned by Each Reporting Person With |
7 |
Sole Voting Power 0 | |||||
| 8 |
Shared Voting Power 8,491,875 | ||||||
| 9 |
Sole Dispositive Power 0 | ||||||
| 10 |
Shared Dispositive Power 8,491,875 | ||||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person 8,491,875 | ||||||
| 12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ | ||||||
| 13 |
Percent of Class Represented by Amount in Row (11) 13.7%* | ||||||
| 14 |
Type of Reporting Person CO | ||||||
| * | Based on 62,095,839 Ordinary Shares outstanding as of December 28, 2023, as provided in the Issuer’s Proxy Statement filed as an exhibit to the Issuer’s Form 6-K filed with the Securities and Exchange Commission on January 5, 2024. | ||||||
Page 6
EXPLANATORY NOTE
This Amendment No. 4 (this “Schedule 13D Amendment”) to the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on November 6, 2023 (the “Original Schedule 13D” and, as amended by Amendment No. 1 filed with the SEC on November 24, 2023, Amendment No. 2 filed with the SEC on December 13, 2023, Amendment No. 3 filed with the SEC on January 2, 2024 and this Schedule 13D Amendment, the “Schedule 13D”) is being filed by Mr. Liang Meng, Ascendent Capital Partners III GP Limited (“GPGP”), Ascendent Capital Partners III GP, L.P. (“GPLP”), Ascendent Capital Partners III, L.P. (“ACP III”), Skyline Automation Technologies L.P. (“Superior Fund”) and Advanced Technology (Cayman) Limited (“Advanced Technology” and, together with Mr. Meng, GPGP, GPLP, ACP III and Superior Fund, the “Reporting Persons”), with respect to Ordinary Shares, $0.001 par value per share (the “Ordinary Shares”), of Hollysys Automation Technologies Ltd., a company organized under the laws of the British Virgin Islands (the “Issuer& #x201D;).
The Reporting Persons are filing this Schedule 13D Amendment in connection with the issuance of a letter to the shareholders of the Issuer on February 5, 2024 (the “Letter”), as described in Item 4 of this Schedule 13D Amendment.
Other than as set forth below, all Items in the Original Schedule 13D are materially unchanged. Capitalized terms used in this Schedule 13D Amendment which are not defined herein have the meanings given to them in the Original Schedule 13D.
| Item 4. |
Purpose of Transaction. |
Item 4 of the Schedule 13D is hereby amended and supplemented to include the following:
On February 5, 2024, Ascendent Capital Partners, an affiliate of the Reporting Persons, issued the Letter, in which Ascendent Capital Partners discusses the voting recommendations with respect to the Merger, the Merger Agreement and the related transactions.
The foregoing description of the Letter is a summary only and is qualified in its entirety by reference to the Letter attached hereto as Exhibit 99.13, which is incorporated herein by reference.
| Item 5. |
Interest in Securities of the Issuer.. |
Item 5(a)-(b) of the Schedule 13D is hereby amended and restated as follows:
| (a)-(b) |
The information on Items 7 to 11 and 13 on the cover pages of this Schedule 13D Amendment is incorporated by reference herein. The percentage set forth in row 13 is based on 62,095,839 Ordinary Shares outstanding as of December 28, 2023, as provided in the Issuer’s Proxy Statement filed as an exhibit to the Issuer’s Form 6-K filed with the SEC on January 5, 2024.
As a result of the relationships described in Item 2, each of the Reporting Persons may be deemed to share beneficial ownership of and the power to vote or direct the vote of and to dispose or direct the disposition of the securities reported herein.
|
| Item 7. | Material to be Filed as Exhibits. |
Item 7 of the Schedule 13D is hereby amended and supplemented to include the following:
| Exhibit Number |
Description | |
| 99.13 | Letter to the Shareholders of the Issuer, dated February 5, 2024 |
Page 7
SIGNATURES
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 5, 2024
| Liang Meng | ||
| /s/ Liang Meng | ||
| Ascendent Capital Partners III GP Limited | ||
| By: | /s/ Liang Meng | |
| Name: | Liang Meng | |
| Title: | Director | |
| Ascendent Capital Partners III GP, L.P. | ||
| By: Ascendent Capital Partners III GP Limited, its General Partner | ||
| By: | /s/ Liang Meng | |
| Name: | Liang Meng | |
| Title: | Director | |
| Ascendent Capital Partners III, L.P. | ||
| By: Ascendent Capital Partners III GP, L.P., its General Partner | ||
| By: Ascendent Capital Partners III GP Limited, its General Partner | ||
| By: | /s/ Liang Meng | |
| Name: | Liang Meng | |
| Title: | Director | |
| Skyline Automation Technologies L.P. | ||
| By: Ascendent Capital Partners III GP, L.P., its General Partner | ||
| By: Ascendent Capital Partners III GP Limited, its General Partner | ||
| By: | /s/ Liang Meng | |
| Name: | Liang Meng | |
| Title: | Director | |
| Advanced Technology (Cayman) Limited | ||
| By: | /s/ Liang Meng | |
| Name: | Liang Meng | |
| Title: | Director | |