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. 4)*
Martin
Marietta Materials, Inc.
|
(Name
of Issuer)
|
Common
Stock, par value $0.01 per share
|
(Title
of Class of Securities)
|
573284106
|
(CUSIP
Number)
|
NNS
Holding
c/o
M&C Corporate Services
PO
Box 309GT
Ugland
House
South
Church Street
George
Town, Grand Cayman
Cayman
Islands
+202
2461 1103
with
a copy to:
Brittain
A. Rogers
Cravath,
Swaine & Moore LLP
Worldwide
Plaza
825
Eighth Avenue
New
York, NY 10019
+1
212 474 1000
|
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
|
December
31, 2008
|
(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)
x 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 sha
ll 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.
|
573284106
|
1
|
NAMES
OF REPORTING PERSON:
NNS
Holding (and together with Mr. Nassef Sawiris and Mr. Philip Norman, the
“Reporting
Persons”)
I.R.S.
Identification Nos. of above persons (entities
only): NA
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨
(b) ¨
|
||
3
|
SEC
USE ONLY:
|
||
4
|
PLACE
OF INCORPORATION:
Cayman
Islands
|
||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER: 227,777
|
|
6
|
SHARED
VOTING POWER:
|
||
7
|
SOLE
DISPOSITIVE POWER: 227,777
|
||
8
|
SHARED
DISPOSITIVE POWER:
|
||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
227,777
|
||
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
N/A
|
||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 0.55%* Legal title to the
securities is held by NNS Holding.
|
||
12
|
TYPE
OF REPORTING PERSON: CO
|
2
CUSIP
No.
|
573284106
|
|
1
|
NAME
OF REPORTING PERSONS:
Mr.
Nassef Sawiris
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨
(b) ¨
|
||
3
|
SEC
USE ONLY:
|
||
4
|
CITIZENSHIP:
Egypt
|
||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER:
|
|
6
|
SHARED
VOTING POWER: 227,777
|
||
7
|
SOLE
DISPOSITIVE POWER:
|
||
8
|
SHARED
DISPOSITIVE POWER: 227,777
|
||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
227,777
|
||
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
A0;
N/A
|
||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 0.55%* Legal title to the
securities is held by NNS Holding. By virtue of their directorships of NNS
Holding, Mr. Nassef Sawiris and Mr. Philip Norman have the shared
power to vote and dispose of the securities held by NNS
Holding.
|
||
12
|
TYPE
OF REPORTING PERSON: IN
|
3
CUSIP
No.
|
573284106
|
|
1
|
NAME
OF REPORTING PERSONS:
Mr.
Philip Norman
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨
(b) ¨
|
||
3
|
SEC
USE ONLY:
|
||
4
|
CITIZENSHIP:
United
Kingdom
|
||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER:
|
|
6
|
SHARED
VOTING POWER: 227,777
|
||
7
|
SOLE
DISPOSITIVE POWER:
|
||
8
|
SHARED
DISPOSITIVE POWER: 227,777
|
||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
227,777
|
||
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
N/A
|
||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 0.55%* Legal title to the
securities is held by NNS Holding. By virtue of their
directorships of NNS Holding, Mr. Nassef Sawiris and Mr. Philip
Norman have the shared power to vote and dispose of the securities held by
NNS Holding.
|
||
12
|
TYPE
OF REPORTING PERSON: IN
|
4
Item
1(a).
|
Name
of Issuer:
|
Martin
Marietta Materials, Inc.
|
Item
1(b).
|
Address
of Issuer’s Principal Executive
Offices:
|
The
principal executive offices of Martin Marietta Materials, Inc. are located
at 2710 Wycliff Road, Raleigh, North Carolina
27607.
|
Item
2(a).
|
Name
of Person Filing:
|
NNS
Holding
|
Mr.
Nassef Sawiris
|
Mr.
Philip Norman
|
Item
2(b).
|
Address
of Principal Business Office or, if none,
Residence:
|
The
registered address of NNS Holding is c/o M&C Corporate Services, PO
Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman,
Cayman Islands.
|
The
principal business office of Mr. Nassef Sawiris is Orascom
Construction Industries Company, Nile City South Tower, 2005A Corniche El
Nil, Cairo, Egypt 11221.
|
The
principal business office of Mr. Philip Norman is Ogier Group, Whiteley
Chambers, Don Street, St Helier, Jersey, JE3 5HN, Channel
Islands.
|
Item
2(c).
|
Citizenship:
|
NNS
Holding is an exempted company incorporated in the Cayman Islands with
limited liability.
|
Mr. Sawiris
is a citizen of Egypt.
|
Mr.
Norman is a citizen of the United
Kingdom.
|
5
Title
of Class of Securities:
|
Common
Stock, par value $0.01 per share
|
Item
2(e).
|
CUSIP
Number:
|
573284106
|
Item
3.
|
If
this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c),
check whether the person filing is
a:
|
(a)
|
o
|
Broker
or dealer registered under section 15 of the
Act;
|
(b)
|
o
|
Bank
as defined in section 3(a)(6) of the
Act;
|
(c)
|
o
|
Insurance
company as defined in section 3(a)(19) of the
Act;
|
(d)
|
o
|
Investment
company registered under section 8 of the Investment Company Act of
1940;
|
(e)
|
o
|
An
investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
|
(f)
|
o
|
An
employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F);
|
(g)
|
o
|
A
parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G) (Note: See Item
7);
|
(h)
|
o
|
A
savings association as defined in section 3(b) of the Federa
l Deposit
Insurance Act;
|
(i)
|
o
|
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;
|
(j)
|
o
|
Group,
in accordance with Rule
13d-1(b)(1)(ii)(H).
|
If this statement is filed
pursuant to Rule 13d-1(c), check this box. x
|
6
Item
4.
|
Ownership
|
A. NNS
Holding
(a)
|
Amount
beneficially owned: 227,777
|
||
(b)
|
Percent
of class: 0.55%* Legal title to the securities is
held by NNS Holding.
|
||
(c)
|
Number
of shares to which the person has:
|
||
(i) Sole
Voting Power: 227,777
|
|||
(ii) Shared
Voting Power:
|
|||
(iii) Sole
Dispositive Power: 227,777
|
|||
(iv) Shared Dispositive Power:
|
|||
B. Mr.
Nassef Sawiris
(a)
|
Amount
beneficially owned: 227,777
|
||
(b)
|
Percent
of class: 0.55%* Legal title to the securities is
held by NNS Holding. By virtue of their directorships of NNS
Holding, Mr. Nassef Sawiris and Mr. Philip Norman have the shared
power to vote and dispose of the securities held by NNS
Holding.
|
||
(c)
|
Number
of shares to which the person has:
|
||
(i) Sole
Voting Power:
|
|||
(ii) Shared
Voting Power: 227,777
|
|||
(iii) Sole
Dispositive Power:
|
|||
(iv) Shared Dispositive Power: 227,777
|
|||
7
C. Mr.
Philip Norman
(a)
|
Amount
beneficially owned: 227,777
|
||
(b)
|
Percent
of class: 0.55% Legal title to the securities is
held by NNS Holding. By virtue of their directorships of NNS
Holding, Mr. Nassef Sawiris and Mr. Philip Norman have the shared
power to vote and dispose of the securities held by NNS
Holding.
|
||
(c)
|
Number
of shares to which the person has:
|
||
(i) Sole
Voting Power:
|
|||
(ii) Shared
Voting Power: 227,777
|
|||
(iii) Sole
Dispositive Power:
|
|||
(iv) Shared Dispositive Power: 227,777
|
|||
* The
percent of class is based on 41,425,359 shares of the Issuer’s outstanding
common stock as of October 24, 2008, as reported by the Issuer on Form 10-Q
filed with the Securities and Exchange Commission on October 29,
2008.
8
Item
5.
|
Ownership
of Five Percent or Less of a Class.
|
x
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another
Person.
|
NA
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company or Control
Person.
|
NA
|
Item
8.
|
Identification
and Classification of Members of the
Group.
|
See
Item 2 above and Exhibit 1.
|
Item
9.
|
Notice
of Dissolution of Group.
|
NA
|
Item
10.
|
Certification.
|
Each
of the Reporting Persons herby makes the following
certification:
By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above 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.
|
9
SIGNATURE
After
reasonable inquiry and to the best of his and its knowledge and belief, each of
the following certifies that the information set forth in this statement is
true, complete and correct.
Date:
February 13, 2009
|
|
Mr.
Nassef Sawiris
|
|
Signature:
|
/s/ Nassef Sawiris |
Date:
February 13, 2009
|
|
Mr.
Philip Norman
|
|
Signature:
|
/s/ Philip Norman |
Date:
February 13, 2009
|
|
By:
Title:
|
NNS
Holding
Mr.
Nassef Sawiris
Director
|
Signature:
|
/s/ Nassef Sawiris |
10