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.
- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
(Amendment No. ________)*
PG&E Corporation
(Name of Issuer)
Common Stock, $0.01 Par Value Per Share
(Title of Class of Securities)
69331C108
(CUSIP Number)
Natalie H. Kossak, 250 Park Avenue, 5th Floor, New York, NY 10177 (212) 918-9685
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 1, 2020
(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)
☐ 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).
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| CUSIP No. 69331C108 | 13G | |||
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) PG&E Corporation Retirement Savings Plan – Plan number 001 (94-3234914) |
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| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒ |
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| 3. | SEC USE ONLY |
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| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER 0 | ||
| 6. | SHARED VOTING POWER 0 | |||
| 7. | SOLE DISPOSITIVE POWER 0 | |||
| 8. |
SHARED DISPOSITIVE POWER 11,395,988 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,395,988 |
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| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
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| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.59% |
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| 12. | TYPE OF REPORTING PERSON (see instructions) EP |
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| CUSIP No. 69331C108 | 13G | |||||
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) PG&E Corporation Retirement Savings Plan for Union-Represented Employees Plan number 002 (94-3234914) |
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| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒ |
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| 3. | SEC USE ONLY |
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| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER 0 | ||
| 6. | SHARED VOTING POWER 0 | |||
| 7. | SOLE DISPOSITIVE POWER 0 | |||
| 8. |
SHARED DISPOSITIVE POWER 20,604,115 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,604,115 |
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| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
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| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.06% |
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| 12. | TYPE OF REPORTING PERSON (see instructions) EP |
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| CUSIP No. 69331C108 | 13G | |||
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Gallagher Fiduciary Advisors, LLC (36-4292971) |
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| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒ |
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| 3. | SEC USE ONLY |
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| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER 0 | ||
| 6. | SHARED VOTING POWER 0 | |||
| 7. | SOLE DISPOSITIVE POWER 0 | |||
| 8. | SHARED DISPOSITIVE POWER 32,000,103 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,000,103 |
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| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
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| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.65% |
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| 12. | TYPE OF REPORTING PERSON (see instructions) IA |
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| CUSIP No. 69331C108 | 13G | |||
| 4 |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Gallagher Benefit Services, Inc. (36-4291971 |
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| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒ |
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| 3. | SEC USE ONLY |
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| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER 0 | ||
| 6. | SHARED VOTING POWER 0 | |||
| 7. | SOLE DISPOSITIVE POWER 0 | |||
| 8. | SHARED DISPOSITIVE POWER 32,000,103 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,000,103 |
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| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
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| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.65% |
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| 12. | TYPE OF REPORTING PERSON (see instructions) HC |
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| CUSIP No. 69331C108 | 13G | |||
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Arthur J. Gallagher & Co. (36-2151613) |
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| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒ |
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| 3. | SEC USE ONLY |
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| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER 0 | ||
| 6. | SHARED VOTING POWER 0 | |||
| 7. | SOLE DISPOSITIVE POWER 0 | |||
| 8. | SHARED DISPOSITIVE POWER 32,000,103 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,000,103 |
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| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
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| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.65% |
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| 12. | TYPE OF REPORTING PERSON (see instructions) HC |
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| CUSIP No. 69331C108 | 13G | |||
Item 1.
| (a) | Name of Issuer PG&E Corporation | |
| (b) | Address of Issuer’s Principal Executive Offices 77 Beale Street, San Francisco, CA 94177 | |
Item 2.
| (a) |
Name of Person Filing (ii) PG&E Corporation Retirement Savings Plan for Union-Represented Employees (the “Union Retirement Plan” and, together with the Retirement Plan, the “Plans”) (iii) Gallagher Fiduciary Advisors, LLC (the “Advisor”) (iv) Gallagher Benefit Services, Inc. (“Gallagher”) (v) Arthur J. Gallagher & Co. (“AJG”) | |
| (b) |
Address of the Principal Office or, if none, residence For the Plans: 77 Beale Street, San Francisco, CA 94177 For the Advisor, Gallagher and AJG: 2850 Golf Road, Rolling Meadows, IL 60008 | |
| (c) |
Citizenship For the Plans: Massachusetts For the Advisor, Gallagher and AJG: Delaware | |
| (d) | Title of Class of Securities Common stock, $0.01 Par Value Per Share | |
| (e) | CUSIP Number 69331C108 | |
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) | ☐ | Group, in accordance with §240.13d-1(b)(1)(ii)(J). | |
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Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount beneficially owned: 32,000,103 | |||
| (b) | Percent of class: 1.65%, based on 1,941,472,377 shares outstanding as required on the issuer’s Form 10-Q for the quarter ended June 30, 2020, filed on July 30, 2020. | |||
| (c) | Number of shares as to which the person has: | |||
| (i) | Sole power to vote or to direct the vote 0 | |||
| (ii) | Shared power to vote or to direct the vote 0 | |||
| (iii) | Sole power to dispose or to direct the disposition of 0 | |||
| (iv) | Shared power to dispose or to direct the disposition of 32,000,103 | |||
Item 5. Ownership of Five Percent or Less of a Class.
Yes.
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.
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. | ||||
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| CUSIP No. 69331C108 | 13G | |||
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: 8/10/2020
GALLAGHER FIDUCIARY ADVISORS, LLC AS INDEPENDENT FIDUCIARY AND INVESTMENT MANAGER FOR THE PG&E CORPORATION RETIREMENT SAVINGS PLAN
By: /s/ Michael W. Johnson Name: Michael W. Johnson Title: Area President
GALLAGHER FIDUCIARY ADVISORS, LLC AS INDEPENDENT FIDUCIARY AND INVESTMENT MANAGER FOR THE PG&E CORPORATION RETIREMENT SAVINGS PLAN FOR UNION-REPRESENTED EMPLOYEES
By: /s/ Michael W. Johnson Name: Michael W. Johnson Title: Area President
GALLAGHER FIDUCIARY ADVISORS, LLC
By: /s/ April Hanes-Dowd Name: April Hanes-Dowd Title: Secretary
GALLAGHER BENEFIT SERVICES, INC.
By: /s/ April Hanes-Dowd Name: April Hanes-Dowd Title: Secretary
ARTHUR J. GALLAGHER & CO.
By: /s/ April Hanes-Dowd Name: April Hanes-Dowd Title: Assistant Secretary |
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