Amended Statement of Ownership (sc 13g/a)
February 03 2017 - 11:10AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ANNUAL FILING
(Amendment
No. 1)
MaxPoint Interactive, Inc.
(NAME OF ISSUER)
Common
Stock, par value $0.00005 per share
(TITLE OF CLASS OF SECURITIES)
57777M201
(CUSIP NUMBER)
December 31, 2016
(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)
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*
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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.
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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).
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CUSIP No. 57777M201
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PAGE
2
OF 9
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1
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NAMES
OF REPORTING PERSONS/EIN
General Motors Investment Management
Corporation
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a)
☐
(b)
☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
E
ACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
SHARES 0
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6
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SHARED VOTING POWER
SHARES 327,027 (See Item
4)
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7
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SOLE DISPOSITIVE POWER
SHARES 0
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8
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SHARED DISPOSITIVE POWER
SHARES 327,027 (See Item
4)
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9
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TOTAL
BENEFICIALLY OWNED
SHARES 327,027 (See Item 4)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES*
☐
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11
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9
4.9% (See Item 4)
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12
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TYPE OF REPORTING PERSON*
IA, CO
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CUSIP No. 57777M201
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PAGE
3
OF 9
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1
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NAMES
OF REPORTING PERSONS/EIN
State Street Bank and Trust Company as trustee for
First Plaza Group Trust for the sole benefit of Pool PMl-127 (beneficially owned by General Motors Hourly-Rate Employees Pension Plan)
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a)
☐
(b)
☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
New York
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
E
ACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
SHARES 0
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6
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SHARED VOTING POWER
SHARES 264,094 (See Item
4)
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7
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SOLE DISPOSITIVE POWER
SHARES 0
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8
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SHARED DISPOSITIVE POWER
SHARES 264,094 (See Item
4)
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9
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TOTAL
BENEFICIALLY OWNED
SHARES 264,094 (See Item 4)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES*
☐
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11
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9
4.0% (See Item 4)
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12
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TYPE OF REPORTING PERSON*
EP
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CUSIP No. 57777M201
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PAGE
4
OF 9
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1
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NAMES
OF REPORTING PERSONS/EIN
State Street Bank and Trust Company as trustee for
First Plaza Group Trust for the sole benefit of Pool PMl-129 (beneficially owned by General Motors Retirement Program for Salaried Employees)
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a)
☐
(b)
☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
New York
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
E
ACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
SHARES 0
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6
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SHARED VOTING POWER
SHARES 62,933 (See Item
4)
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7
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SOLE DISPOSITIVE POWER
SHARES 0
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8
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SHARED DISPOSITIVE POWER
SHARES 62,933 (See Item
4)
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9
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TOTAL
BENEFICIALLY OWNED
SHARES 62,933 (See Item 4)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES*
☐
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11
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9
0.9% (See Item 4)
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12
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TYPE OF REPORTING PERSON*
EP
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ITEM 1.
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MaxPoint Interactive, Inc. (‘MXPT’)
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(B)
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ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
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3020 Carrington Mill Blvd.
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ITEM 2.
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(A)
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NAME OF PERSON FILING.
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(i)
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General Motors Investment Management Corporation (“GMIMCo”)
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(ii)
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State Street Bank and Trust Company as trustee for First Plaza Group Trust for the sole benefit of Pool PMI-127 (beneficially owned by General Motors Hourly-Rate Employees Pension Plan) (“First Plaza FBO
PMI-127”)
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(iii)
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State Street Bank and Trust Company as trustee for First Plaza Group Trust for the sole benefit of Pool PMI-129 (beneficially owned by General Motors Retirement Program for Salaried Employees) (“First Plaza FBO
PMI-129” and together with First Plaza FBO PMI-127, the “Trust”)
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GMIMCo, First Plaza FBO PMI-127 and First Plaza FBO PMI-129
(collectively, the “Reporting Persons”) have entered into a Joint Filing Agreement, dated as of the date hereof, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which the Reporting Persons agreed to file this
Schedule 13G and any amendments thereto jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.
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(B)
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ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
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1345 Avenue of the Americas, 20th Floor
New York, NY 10105
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(ii)
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First Plaza FBO PMI-127
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c/o State Street Bank and Trust Company
1 Lincoln Street
Boston, MA
02111
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(iii)
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First Plaza FBO PMI-129
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c/o State Street Bank and Trust Company
1 Lincoln Street
Boston, MA
02111
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(ii)
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First Plaza FBO PMI-127 — New York
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(iii)
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First Plaza FBO PMI-129—New York
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(D)
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TITLE OF CLASS OF SECURITIES
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Common Stock, par value $0.00005 per share
57777M201
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ITEM 3.
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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:
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(a)
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☐
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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☐
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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☐
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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☐
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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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(e)
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☐
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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☐
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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☐
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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☐
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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☐
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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);
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(j)
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☐
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Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J).
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(k)
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☐
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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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The Trust is a trust formed under and for the benefit of one or more employee benefit plans
(“Plans”) of General Motors Company (“GM”), its subsidiaries and unrelated entities. GMIMCo is registered as an investment adviser under the Investment Advisers Act of 1940. Its principal business is providing investment advice
and investment management services with respect to the assets of the Plans and of certain direct and indirect subsidiaries of GM and other entities.
GMIMCo has the responsibility to select and terminate investment managers with respect to the Plans. It also itself manages certain assets of the Plans.
GMIMCo has discretionary authority over the assets of the Plans which it manages including voting and investment power with respect to securities of the Issuer included among such assets. In view of GMIMCo’s management of certain assets of the
Plans, the following information is being provided as of December 31, 2016 with respect to such securities of the Issuer under management by GMIMCo for the benefit of the Plans:
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(A)
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AMOUNT BENEFICIALLY OWNED
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(i) GMIMCo
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327,027
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(ii) First Plaza FBO PMI-127
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264,094
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(iii)First Plaza FBO PMI-129
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62,933
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(i) GMIMCo
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4.9%
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(ii) First Plaza FBO PMI-127
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4.0%
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(iii)First Plaza FBO PMI-129
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0.9%
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1
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All percentages calculated in this Schedule 13G are based upon an aggregate of 6,631,639 shares of Common Stock outstanding as of November 4, 2016, as disclosed in MaxPoint Interactive, Inc.’s Quarterly Report
on Form 10-Q for the quarterly period ended September 30, 2016 filed with the Securities and Exchange Commission on November 10, 2016.
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(C)
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NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
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(i)
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SOLE POWER TO VOTE OR TO DIRECT THE VOTE
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See the responses to Item 5 on the attached cover pages
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(ii)
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SHARED POWER TO VOTE OR TO DIRECT THE VOTE
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See the responses to Item 6 on the attached cover pages.
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(iii)
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SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION
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See the responses to Item 7 on the attached cover pages.
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(iv)
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SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
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See the responses to Item 8 on the attached cover pages.
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The various trusts established under the Plans
invest in a variety of investment media, including publicly traded and privately placed securities. Such investments could include shares of the Issuer and/or other securities of the Issuer in addition to those referred to in this statement
(“Additional Securities”). The investment and voting decisions regarding any Additional Securities which might be owned by such trusts are made by the trustees thereof or unrelated investment managers, who, in so acting, act independently
of GMIMCo (although the appointment of such investment managers is subject to authorization of and termination by GMIMCo as noted above). No information regarding any such holdings by such trusts under the Plans is contained in this statement.
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ITEM 5.
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OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
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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 ☒.
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ITEM 6.
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OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
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NOT APPLICABLE.
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ITEM 7.
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IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
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NOT APPLICABLE.
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ITEM 8.
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IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
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Pursuant to Rule 13d-4 of the
Act, the Reporting Persons expressly declare that the filing of this statement shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Act or otherwise, the beneficial
owner of any securities covered by this statement held by any other person. The Reporting Persons expressly disclaim that they have agreed to act as a group other than as described in this Schedule 13G.
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ITEM 9.
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NOTICE OF DISSOLUTION OF GROUP
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NOT APPLICABLE.
Not Applicable. This statement on Schedule 13G is not filed pursuant to
Rule 13d-1(b) or Rule 13d-1(c).
SIGNATURE
After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: February 3, 2017
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GENERAL MOTORS INVESTMENT MANAGEMENT CORPORATION
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By:
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/s/ Jason Glass
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Name: Jason Glass
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Title: Managing Director
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STATE STREET BANK AND TRUST COMPANY
As trustee for First Plaza Group Trust for the sole benefit of Pool PMI-127 (beneficially owned by General Motors Hourly-Rate Employees Pension Plan) (as
directed by General Motors Investment Management Corporation)
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By:
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/s/ Russell M. Ricciardi
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Name: Russell M. Ricciardi
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Title: Vice President
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STATE STREET BANK AND TRUST COMPANY
As trustee for First Plaza Group Trust for the sole benefit of Pool PMI-129 (beneficially owned by General Motors Retirement Program for Salaried Employees)
(as directed by General Motors Investment Management Corporation)
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By:
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/s/ Russell M. Ricciardi
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Name: Russell M. Ricciardi
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Title: Vice President
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EXHIBIT INDEX
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Exhibit No.
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99.1
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Joint Filing Agreement, dated February 3, 2017
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