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Item 1(a).
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Name of Issuer:
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SPX Corporation
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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13320-A Ballantyne Corporate Place
Charlotte, North Carolina 28277
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Item 2(a).
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Name of Person Filing:
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This statement is filed by:
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Alpine Investment Management, LLC (“Alpine”), a Missouri limited liability company;
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Alpine Partners Management, LLC (“APM”), a Missouri limited liability company;
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MQR, L.P. (“MQR”), a Delaware limited partnership;
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ACR Multi-Strategy Quality Return (MQR) Fund (“ACR-MQR”), a non-diversified series of Investment Managers Series Trust II, a Delaware statutory trust; and
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Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
As of December 31, 2016, Alpine served as the Investment Manager of MQR, ACR-MQR and accounts it separately managed (the “Separately Managed Accounts”). APM was the General Partner of MQR. Nicholas V. Tompras was the Managing Member, President and Chief Investment Officer of Alpine and the Managing Member of APM. By virtue of these relationships, each of Alpine, APM and Mr. Tompras was deemed to beneficially own the Issuer’s Common Stock, $0.01 par value (the “Shares”), owned directly by MQR, and each of Alpine and Mr. Tompras was deemed to beneficially own the Shares owned directly by ACR-MQR and the Separately Managed Accounts. Since December 31, 2016, ACR Alpine Capital Research, LLC (“Alpine Research”), an entity controlled by Mr. Tompras indirectly through Alpine, replaced Alpine as the Investment Manager of MQR, ACR-MQR and the Separately Managed Accounts. As a result, Alpine Research may be deemed to beneficially own the Shares currently owned directly by MQR, ACR-MQR and the Separately Managed Accounts.
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Item 2(b).
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Address of Principal Business Office or, if none, Residence:
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The principal business address of each of the Reporting Persons is 8000 Maryland Avenue, Suite 700, Saint Louis, Missouri 63105.
Each of Alpine and APM are organized under the laws of the State of Missouri. MQR is organized under the laws of the State of Delaware. ACR-MQR is organized as a non-diversified series of Investment Managers Series Trust II, a statutory trust organized under the laws of the State of Delaware. Nicholas V. Tompras is a citizen of the United States of America.
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Item 2(d).
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Title of Class of Securities:
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Common Stock, $0.01 Par Value
784635 10 4
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Item 3.
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If this statement is filed pursuant to Section 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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Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
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(b)
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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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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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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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Investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E).
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(f)
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Employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F).
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(g)
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Parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G).
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(h)
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Savings association 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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Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3).
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(j)
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Non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J).
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(k)
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Group, in accordance with Section 240.13d-1(b)(1)(ii)(K).
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All ownership information reported in this Item 4 is as of December 31, 2016.
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(a)
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Amount beneficially owned:
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MQR owned directly 36,100 Shares. ACR-MQR owned directly 64,798 Shares. The Separately Managed Accounts owned directly 2,484,760 Shares.
As the Investment Manager of MQR, ACR-MQR and the Separately Managed Accounts, Alpine was deemed to beneficially own the 2,585,658 Shares owned directly by MQR, ACR-MQR and the Separately Managed Accounts. As the General Partner of MQR, APM was deemed to beneficially own the 36,100 Shares owned directly by MQR. As the Managing Member, President and Chief Investment Officer of Alpine and the Managing Member of APM, Mr. Tompras was deemed to beneficially own the 2,585,658 Shares owned directly by MQR, ACR-MQR and the Separately Managed Accounts. Since December 31, 2016, Alpine Research, an entity controlled by Mr. Tompras indirectly through Alpine, replaced Alpine as the Investment Manager of MQR, ACR-MQR and the Separately Managed Accounts. As a result, Alpine Research may be deemed to beneficially own the Shares currently owned directly by MQR, ACR-MQR and the Separately Managed Accounts.
The filing of this Schedule 13G shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein. Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that are not owned directly by such Reporting Person.
The aggregate percentage of Shares reported owned by each person named herein is based upon 41,887,206 Shares outstanding, as of October 28, 2016, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 4, 2016.
The 36,100 Shares owned directly by MQR represent less than 1% of the outstanding Shares. The 64,798 Shares owned directly by ACR-MQR represent less than 1% of the outstanding Shares. The 2,484,760 Shares owned directly by the Separately Managed Accounts represent approximately 5.9% of the outstanding Shares.
By virtue of its relationships with MQR, ACR-MQR and the Separately Managed Accounts, Alpine was deemed to beneficially own the 2,585,658 Shares owned directly by MQR, ACR-MQR and the Separately Managed Accounts, representing approximately 6.2% of the outstanding Shares. By virtue of its relationship with MQR, APM was deemed to beneficially own the 36,100 Shares owned directly by MQR, representing less than 1% of the outstanding Shares. By virtue of his relationships with Alpine and APM, Mr. Tompras was deemed to beneficially own the 2,585,658 Shares owned directly by MQR, ACR-MQR and the Separately Managed Accounts, representing approximately 6.2% of the outstanding Shares.
This Schedule 13G reports an aggregate of 2,585,658 Shares, representing approximately 6.2% of the outstanding Shares.
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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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(ii)
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Shared power to vote or to direct the vote
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MQR, Alpine, APM and Mr. Tompras shared the power to vote or direct the vote of the 36,100 Shares owned directly by MQR.
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ACR-MQR, Alpine and Mr. Tompras shared the power to vote or direct the vote of the 64,798 Shares owned directly by ACR-MQR.
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Alpine and Mr. Tompras shared the power to vote or direct the vote of the 2,484,760 Shares owned directly by the Separately Managed Accounts.
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(iii)
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Sole power to dispose or to direct the disposition of
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(iv)
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Shared power to dispose or to direct the disposition of
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MQR, Alpine, APM and Mr. Tompras shared the power to dispose or direct the disposition of the 36,100 Shares owned directly by MQR.
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ACR-MQR, Alpine and Mr. Tompras shared the power to dispose or direct the disposition of the 64,798 Shares owned directly by ACR-MQR.
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Alpine and Mr. Tompras shared the power to dispose or direct the disposition of the 2,484,760 Shares owned directly by the Separately Managed Accounts.
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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 or Control Person.
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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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See Exhibit 99.1 to the Schedule 13G filed on February 8, 2016.
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Item 9.
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Notice of Dissolution of Group.
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Not Applicable.
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.
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
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Dated: February 13, 2017
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Alpine Investment Management, LLC
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By:
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Nicholas V. Tompras
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Managing Member, President and Chief Investment Officer
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Alpine Partners Management, LLC
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By:
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Nicholas V. Tompras
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Managing Member
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MQR, L.P.
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By:
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ACR Alpine Capital Research, LLC
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By:
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Nicholas V. Tompras
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Chief Executive Officer and Chief Investment Officer
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ACR Multi-Strategy Quality Return (MQR) Fund
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By:
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ACR Alpine Capital Research, LLC
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By:
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Nicholas V. Tompras
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Chief Executive Officer and Chief Investment Officer
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