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.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- 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. 2 )*
WPP PLC
(Name of Issuer)
Ordinary Shares
(Title of Class of Securities)
92937A102
(CUSIP Number)
December 31, 2019
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
| [X] | 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 the disclosures provided in a prior cover page.
The information required in 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 (the "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. | 92937A102 | ||||
| 1. |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Harris Associates L.P. 04-3276558 |
||
| 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 | 65,476,151 | |
| 6. SHARED VOTING POWER | 0 | ||
| 7. SOLE DISPOSITIVE POWER | 82,251,049 | ||
| 8. SHARED DISPOSITIVE POWER | 0 | ||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 82,251,049 |
||
| 10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] |
||
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.5% |
||
| 12. |
TYPE OF REPORTING PERSON IA |
||
| CUSIP No. | 92937A102 | ||||
| 1. |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Harris Associates Inc. 04-3276549 |
||
| 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 | 65,476,151 | |
| 6. SHARED VOTING POWER | 0 | ||
| 7. SOLE DISPOSITIVE POWER | 82,251,049 | ||
| 8. SHARED DISPOSITIVE POWER | 0 | ||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 82,251,049 |
||
| 10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] |
||
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.5% |
||
| 12. |
TYPE OF REPORTING PERSON CO |
||
| Item 1. | ||||
| (a) |
Name of Issuer WPP PLC |
|||
| (b) |
Address of Issuer's Principal Executive Offices Sea Containers, 18 Upper Ground, London United Kingdom SE1 9GL |
|||
| Item 2. | ||||
| (a) |
Name of Person Filing Harris Associates L.P. ("Harris") Harris Associates Inc. ("General Partner") |
|||
| (b) |
Address of Principal Business Office or, if None, Residence Both Harris and the General Partner maintain their principal offices at: 111 S. Wacker Drive, Suite 4600, Chicago IL 60606 |
|||
| (c) |
Citizenship Harris is a Delaware limited partnership. The General Partner is a Delaware corporation. |
|||
| (d) |
Title of Class of Securities Ordinary Shares |
|||
| (e) |
CUSIP Number 92937A102 |
|||
| Item 3. | If This Statement is Filed Pursuant to Rule 13d-1(b), or 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) | [X] | An investment adviser in accordance with Rule 240.13d-1(b)(1)(ii)(E); | ||
| (f) | [ ] | An employee benefit plan or endowment fund in accordance with Rule 240.13d-1(b)(1)(ii)(F); | ||
| (g) | [ ] | A parent holding company or control person in accordance with Rule 240.13d-1(b)(1)(ii)(G); | ||
| (h) | [ ] | A savings association 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 Rule 240.13d-1(b)(1)(ii)(J). | ||
| 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: | |||
|
By reason of advisory and other relationships with the person who owns the Shares,
Harris
may be deemed to be the beneficial owner of the following shares:
82,251,049
Harris has been granted the power to vote Shares in circumstances it determines to be appropriate in connection with assisting its advised clients to whom it renders financial advice in the ordinary course of business, by either providing information or advice to the persons having such power, or by exercising the power to vote. |
||||
| (b) | Percent of Class: | |||
| 6.5% | ||||
| (c) | Number of shares as to which such person has: | |||
| (i) | sole power to vote or to direct the vote | 65,476,151 | ||
| (ii) | shared power to vote or to direct the vote | 0 | ||
| (iii) | sole power to dispose or to direct the disposition of | 82,251,049 | ||
| (iv) | shared power to dispose or to direct the disposition of | 0 | ||
| Item 5. | Ownership of Five Percent or Less of Class. | |||
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: [ ] | ||||
| 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. This schedule is not being filed pursuant to Rule 13d-1(b)(1)(ii)(J) or Rule 13d-1(d). |
|||
| Item 9. |
Notice of Dissolution of Group. Not Applicable |
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| 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 a re 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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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. |
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Harris Associates L.P.
|
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By: /s/
Rana J. Wright
|
|
|
Date:
February 14, 2020
|
|
|
Name:
Rana J. Wright
|
|
|
Title:
General Counsel
|
| **Harris Associates Inc., for itself and as General Partner of Harris Associates L.P. | ||