Sec Form 13D Filing - GOLDMAN SACHS GROUP INC (GS) filing for STAGWELL INC (STGW) - 2024-06-17

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 10)*

STAGWELL INC.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

552697104

(CUSIP Number)

Hristo Dimitrov

Goldman Sachs & Co. LLC

200 West Street

New York, NY 10282

(212) 902-1000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

With a copy to:

Katherine M. Krause, Esq.

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017 (212) 455-2260

June 13, 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. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7(b) for other parties to whom copies are to be sent.

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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This Amendment No. 10 (the “Amendment”) amends and supplements the Schedule 13D filed by the Reporting Persons on March 15, 2017, as amended and supplemented by Amendment No. 1 filed by the Reporting Persons on March 24, 2017, Amendment No. 2 filed by the Reporting Persons on March 14, 2019, Amendment No. 3 filed by the Reporting Persons on December 23, 2020, Amendment No. 4 filed by the Reporting Persons on April 21, 2021, Amendment No. 5 filed by the Reporting Persons on July 13, 2021, Amendment No. 6 filed by the Reporting Persons on August 4, 2021, Amendment No. 7 filed by the Reporting Persons on November 8, 2021, Amendment No. 8 filed by the Reporting Persons on March 14, 2023 and Amendment No. 9 filed by the Reporting Persons on June 8, 2023 (the “Original Schedule 13D” and, as amended and supplemented by this Amendment, the “Schedule 13D”). Except as specifically provided herein, this Amendment does not modify any of the information previously reported on the Original Schedule 13D. Capitalized terms not otherwise defined in this Amendment shall have the same meanings ascribed thereto in the Original Schedule 13D.

Item 2. Identity and Background.

This Amendment amends Item 2 of the Original Schedule 13D by replacing in their entirety Schedules I, II-A, and II-B, incorporated therein by reference, with Schedules I, II-A, and II-B hereto, respectively, which Schedules I, II-A, and II-B are incorporated herein by reference.

Item 5. Interest in Securities of the Issuer.

This Amendment amends and restates the second paragraph of Item 5 through the fifth paragraph of Item 5 of the Original Schedule 13D in its entirety as set forth below:

(a)-(b) Calculations of the percentage of Class A Shares beneficially owned are based on (i) 117,581,272 Class A Shares outstanding as of April 29, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 2, 2024 less (ii) 4,000,000 Class A Shares which were repurchased by the Issuer from certain of the Reporting Persons.

As of June 13, 2024, GS Group and Goldman Sachs may be deemed to share beneficial ownership of 12,981,022 Class A Shares of the Issuer (representing approximately 11.4% of the total number of Class A Shares), which number includes 133,802 Class A Shares acquired by Goldman Sachs or another wholly-owned broker or dealer subsidiary of GS Group in ordinary course trading activities and 12,847,220 Class A Shares directly held by BSPI and the Employee Funds. The other Reporting Persons may be deemed to share beneficial ownership of the 12,847,220 Class A Shares of the Issuer (representing approximately 11.3% of the total number of Class A Shares) directly held by BSPI and the Employee Funds.

This Amendment amends and restates the tenth and eleventh paragraphs of Item 5 of the Original Schedule 13D in their entirety as set forth below:

On June 13, 2024, each of BSPI, SB Employee Fund and SB Employee Fund Offshore (together the “Sellers”) entered into a Share Repurchase Agreement with the Issuer (the “Share Repurchase Agreement”). Pursuant to the Share Repurchase Agreement, the Issuer repurchased from the Sellers 3,326,301, 497,393 and 176,306 Class A Shares respectively at a price of $6.34 per share, for an aggregate purchase price of $25,360,000.00.

Except as otherwise set forth herein, no transactions in the Class A Shares were effected by any Reporting Person or, to the knowledge of the Reporting Persons, any of the persons listed on Schedule I, Schedule II-A or Schedule II-B, during the prior sixty days.

Item 7. Material to Be Filed as Exhibits.

This Amendment amends and supplements Item 7 as follows:

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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.

Dated: June 17, 2024

SCHEDULE I

The name of each director and executive officer of The Goldman Sachs Group, Inc. is set forth below.

The business address of each person listed below is c/o Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282.

Each person is a citizen of the United States of America except for Lakshmi N. Mittal, who is a citizen of India. The present principal occupation or employment of each of the listed persons is set forth below.

SCHEDULE II-A

The name and principal occupation of each member of the Goldman Sachs Asset and Wealth Management Private Corporate Investment Committee, which exercises the authority of Goldman Sachs & Co. LLC in managing BSPI, SB Employee Fund, SB Employee Fund Offshore and Bridge Street are set forth below.

The business address for each member listed below is c/o Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282, except as follows: The business address of Joe DiSabato is 555 California Street, 45th Floor, San Francisco, CA 94104. The business address of each of Jose Barreto, Michael Bruun, James Reynolds and Michele Titi-Cappelli is Plumtree Court, 25 Shoe Lane, London EC4A 4AU, England. The business address of Stephanie Hui is Cheung Kong Center, 68th Floor, 2 Queens Road, Central, Hong Kong.

All members listed below are United States citizens, except as follows: Stephanie Hui is a citizen of the United Kingdom; Adrian M. Jones is a citizen of Ireland; Harsh Nanda is a citizen of India; each of Nicole Agnew and Gregory Olafson is a citizen of Canada; James Reynolds is a citizen of France; Michele Titi-Cappelli is a citizen of Italy; Beat Cabiallavetta is a citizen of Switzerland; Jose Barreto is a citizen of Portugal; and Michael Bruun is a citizen of Denmark.

SCHEDULE II-B

The name, position and present principal occupation of each executive officer of (i) BSPI, and (ii) Bridge Street, the general partner of each of SB Employee Fund and SB Employee Fund Offshore, are set forth below.

The business address for all the executive officers listed below is c/o Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282.

All executive officers listed below are United States citizens, except as follows: Adrian M. Jones is a citizen of Ireland; James Garman is a citizen of the United Kingdom; and Gregory Olafson is a citizen of Canada.