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 Exchange Act of 1934
(Amendment No. __)*
Weatherford International plc
(Name of Issuer)
Ordinary Shares
(Title of Class of Securities)
G48833118
(CUSIP Number)
March 31, 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 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 (“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. G48833118
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1
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NAME OF REPORTING PERSONS
Yacktman Asset Management LP
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||||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) ☐
(b) ☒ |
|||
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3
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SEC USE ONLY
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||||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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||||
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5
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SOLE VOTING POWER
2,762,545
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|||
|
6
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SHARED VOTING POWER
5,443,901
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||||
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7
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SOLE DISPOSITIVE POWER
2,762,545
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||||
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8
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SHARED DISPOSITIVE POWER
5,443,901
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||||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,206,446
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
Not Applicable
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☐
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|||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.72% (1)
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||||
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
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||||
| (1) |
Based upon a total of 69,999,966 shares outstanding as of March 12, 2020, as reported on the Issuer’s Form 10-K.
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CUSIP No. G48833118
|
1
|
NAME OF REPORTING PERSONS
AMG Yacktman Fund
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) ☐
(b) ☒ |
|||
|
3
|
SEC USE ONLY
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||||
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5
|
SOLE VOTING POWER
0
|
|||
|
6
|
SHARED VOTING POWER
5,443,901
|
||||
|
7
|
SOLE DISPOSITIVE POWER
0
|
||||
|
8
|
SHARED DISPOSITIVE POWER
5,443,901
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,443,901
|
||||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
Not Applicable
|
☐
|
|||
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.78% (1)
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||||
|
12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
|
||||
| (1) |
Based upon a total of 69,999,966 shares outstanding as of March 12, 2020, as reported on the Issuer’s Form 10-K.
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CUSIP No. G48833118
| Item 1(a). |
Name of Issuer:
|
Weatherford International plc
| Item 1(b). |
Address of Issuer’s Principal Executive Offices:
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2000 St. James Place
Houston, TX 77056
| Item 2(a). |
Name of Person Filing:
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The persons filing this Schedule 13G are (i) Yacktman Asset Management LP, an investment adviser registered under Section
203 of the Investment Advisers Act of 1940 (the “Adviser”); and (ii) AMG Yacktman Fund, a series of AMG Funds. AMG Funds is an investment company registered under the Investment Company Act of 1940 (the “Trust”). Attached as Exhibit 1 hereto, which is incorporated by reference herein, is an agreement between Yacktman Asset Management LP and AMG Yacktman Fund that this Schedule 13G is filed on behalf of each of them.
| Item 2(b). |
Address of Principal Business Office or, if none, Residence:
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6300 Bridgepoint Parkway
Building One, Suite 500
Austin, TX 78730
| Item 2(c). |
Citizenship:
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The Adviser is a Delaware limited partnership. AMG Yacktman Fund is a series of the Trust, a Massachusetts business
trust.
| Item 2(d). |
Title of Class of Securities:
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Ordinary Shares
| Item 2(e). |
CUSIP Number:
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G48833118
| Item 3. |
If this statement is filed pursuant to sections 240.13d-1(b), or 240.13d-2(b) or
(c), check whether the person filing is a:
|
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☒ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
|
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☒ An investment adviser in accordance with section 240.13d-1(b)(1)(ii)(E).
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CUSIP No. G48833118
| Item 4. |
Ownership:
|
Yacktman Asset Management LP
| (a) |
Amount Beneficially Owned: 8,206,446
|
| (b) |
Percent of Class: 11.72%
|
| (c) |
Number of shares as to which such person has:
|
| (i) |
sole power to vote or to direct the vote: 2,762,545
|
| (ii) |
shared power to vote or to direct the vote: 5,443,901
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| (iii) |
sole power to dispose or to direct the disposition of: 2,762,545
|
| (iv) |
shared power to dispose or to direct the disposition of: 5,443,901
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AMG Yacktman Fund
| (a) |
Amount Beneficially Owned: 5,443,901
|
| (b) |
Percent of Class: 7.78%
|
| (c) |
Number of shares as to which such person has:
|
| (i) |
sole power to vote or to direct the vote: 0
|
| (ii) |
shared power to vote or to direct the vote: 5,443,901
|
| (iii) |
sole power to dispose or to direct the disposition of: 0
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| (iv) |
shared power to dispose or to direct the disposition of: 5,443,901
|
| Item 5. |
Ownership of Five Percent or Less of a Class:
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N/A
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person:
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N/A
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security
Being Reported on by the Parent Holding Company or Control Person:
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N/A
| Item 8. |
Identification and Classification of Members of the Group:
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N/A
| Item 9. |
Notice of Dissolution of Group:
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N/A
CUSIP No. G48833118
| Item 10. |
Certification:
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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.
Exhibits.
| 1. |
Agreement to file Schedule 13G jointly.
|
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: April 7, 2020
YACKTMAN ASSET MANAGEMENT LP
By: /s/ Russell G. Wilkins
Russell G. Wilkins, Partner
AMG FUNDS ON BEHALF OF ITS SERIES
AMG YACKTMAN FUND
By: /s/ Patrick Spellman
Patrick Spellman, Chief Compliance Officer
EXHIBIT 1
AGREEMENT, dated as of April 7, 2020, by and among Yacktman Asset Management LP, a Delaware limited partnership,
and AMG Funds, a Massachusetts business trust, on behalf of its series AMG Yacktman Fund.
WHEREAS, in accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934 (the “Act”), only one such statement need be filed whenever two or more persons are required to file a statement pursuant to Section 13(d) of the Act with respect to the same securities,
provided that said persons agree in writing that such statement is filed on behalf of each of them.
NOW, THEREFORE, in consideration of the premises and mutual agreements herein contained, the parties hereto agree
as follows:
Yacktman Asset Management LP and AMG Funds, on behalf of its series AMG Yacktman Fund, hereby agree, in accordance
with Rule 13d-1(k) under the Act, to file one statement on Schedule 13G relating to their ownership of the Common Stock of Weatherford International plc and hereby further agree that said statement shall be filed on behalf of Yacktman Asset
Management LP and AMG Yacktman Fund Nothing herein shall be deemed to be an admission that the parties hereto, or any of them, are members of a “group” (within the meaning of Section 13(d) of the Act and the rules promulgated thereunder) with
respect to any securities of Weatherford International plc.
IN WITNESS WHEREOF, the parties have executed this agreement as of the date first written above.
YACKTMAN ASSET MANAGEMENT LP
By: /s/ Russell G. Wilkins
Russell G. Wilkins, Partner
AMG FUNDS ON BEHALF OF ITS SERIES
AMG YACKTMAN FUND
By: /s/ Patrick Spellman
Patrick Spellman, Chief Compliance Officer