Amended Statement of Ownership (sc 13g/a)
March 09 2017 - 10:08AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the
Securities Exchange Act of 1934
(Amendment No.2)*
Group 1 Automotive, Inc.
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(Name of Issuer)
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Common Stock
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(Title of Class of Securities)
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398905109
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(CUSIP Number)
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February 28, 2017
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(Date of Event Which Requires Filing of this
Statement)
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Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
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X
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Rule
13d-1(b)
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Rule 13d-1(c)
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Rule 13d-1(d)
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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.
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).
Page 1 of 9
1
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NAME OF REPORTING PERSON
Manulife Financial
Corporation
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2
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
(b)
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☐
☐
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N/A
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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
Canada
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5
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SOLE VOTING
POWER
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-0-
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6
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SHARED VOTING
POWER
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-0-
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7
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SOLE DISPOSITIVE
POWER
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-0-
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8
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SHARED DISPOSITIVE
POWER
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-0-
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9
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
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None, except through its indirect, wholly-owned subsidiaries, Manulife Asset Management (US) LLC, Manulife Asset
Management (North America) Limited and Manulife Asset Management Limited
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10
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CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
*
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N/A
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
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See line 9 above.
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12
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TYPE OF
REPORTING PERSON
*
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HC
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*SEE
INSTRUCTIONS
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Page 2 of 9
1
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NAME OF REPORTING PERSON
Manulife Asset Management (US) LLC
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2
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
(b)
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☐
☐
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N/A
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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
Each
Reporting
Person
With
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5
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SOLE VOTING
POWER
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1,666,832
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6
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SHARED VOTING
POWER
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-0-
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7
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SOLE DISPOSITIVE
POWER
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1,666,832
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8
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SHARED DISPOSITIVE
POWER
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-0-
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9
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,666,832
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10
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CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
*
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N/A
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
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7.79%
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12
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TYPE OF
REPORTING PERSON
*
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IA
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*SEE
INSTRUCTIONS
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Page 3 of 9
1
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NAME OF REPORTING PERSON
Manulife Asset Management (North America) Limited
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2
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
(b)
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☐
☐
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N/A
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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
Canada
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5
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SOLE VOTING
POWER
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6,474
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6
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SHARED VOTING
POWER
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-0-
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7
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SOLE DISPOSITIVE
POWER
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6,474
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8
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SHARED DISPOSITIVE
POWER
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-0-
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9
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
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6,474
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10
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CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
*
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N/A
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
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0.03%
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12
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TYPE OF
REPORTING PERSON
*
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IA
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*SEE
INSTRUCTIONS
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Page 4 of 9
1
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NAME OF REPORTING PERSON
Manulife Asset Management
Limited
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2
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
(b)
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☐
☐
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N/A
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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
Canada
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5
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SOLE VOTING
POWER
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9,378
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6
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SHARED VOTING
POWER
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-0-
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7
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SOLE DISPOSITIVE
POWER
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9,378
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8
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SHARED DISPOSITIVE
POWER
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-0-
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9
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
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9,378
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10
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CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
*
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N/A
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
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0.04%
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12
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TYPE OF
REPORTING PERSON
*
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FI
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*SEE
INSTRUCTIONS
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Page 5 of 9
Item
1(a)
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Name
of Issuer
:
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Group 1 Automotive, Inc.
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Item 1(b)
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Address of Issuer's
Principal Executive Offices
:
800 Gessner, Suite 500
Houston, Texas, 77024
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Item 2(a)
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Name of Person
Filing
:
This filing is made on behalf of Manulife Financial Corporation ("MFC") and MFC’s indirect, whollyowned
subsidiaries, Manulife Asset Management (US) LLC ("MAM (US)"), Manulife Asset
Management (North America) Limited ("MAM (NA)"), Manulife Asset Management Limited
("MAML”)
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Item 2(b)
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Address of Principal
Business Office
:
The principal
business offices of MFC, MAM (NA) and MAML are located at 200 Bloor Street
East, Toronto, Ontario, Canada, M4W 1E5.
The principal business office of MAM (US) is
located at 197 Clarendon Street, Boston, Massachusetts 02116.
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Item 2(c)
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Citizenship
:
MFC, MAML and MAM (NA) are organized and exist under the laws of Canada.
MAM (US) is organized and exists under the laws of the State of Delaware.
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Item 2(d)
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Title of Class of
Securities
:
Common Stock
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Item 2(e)
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CUSIP
Number
:
398905109
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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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MFC:
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(g)
(X)
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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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MAM (US):
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(e) (X)
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an investment adviser in
accordance with §240.13d-1(b)(1)(ii)(E).
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MAM (NA):
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(e) (X)
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an investment adviser in
accordance with §240.13d-1(b)(1)(ii)(E).
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MAML:
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(j) (X)
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a non-U.S. institution
in accordance with §240.13d-1(b)(1)(ii)(J).
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Item 4
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Ownership
:
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(a)
Amount Beneficially Owned
: MAM (US) has beneficial ownership of 1,666,832 shares of Common Stock, MAM (NA) has beneficial ownership of 6,474 shares of Common Stock and MAML has beneficial ownership of 9,378 shares of Common Stock. Through its parent-subsidiary relationship to MAM (US), MAM (NA) and MAML, MFC may be deemed to have beneficial ownership of these same shares.
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(b)
Percent of Class
: Of the 21,383,593 shares of Common Stock outstanding as of February 13, 2017, according to the Form 10-Q filed by the issuer with the Securities and Exchange Commission on February 17, 2017, MAM (US) held 7.79%, MAM(NA) held 0.03% and MAML held 0.04%.
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Page 6 of 9
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(c)
Number of shares as to which the person
has
:
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(i)
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sole power to vote or to
direct the vote:
MAM (US), MAM (NA) and MAML each has sole power to vote or to direct the voting
of the shares of Common Stock beneficially owned by each of them.
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(ii)
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shared power to vote or
to direct the vote: -0-
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(iii)
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sole power to dispose or
to direct the disposition of:
MAM (US), MAM (NA) and MAML each has sole power to dispose or to direct the
disposition of the shares of Common Stock beneficially owned by each of them.
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(iv)
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shared power to dispose
or to direct the disposition of: -0-
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Item
5
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Ownership of Five
Percent or Less of a Class
:
Not applicable.
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Item 6
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Ownership of More
than Five Percent on Behalf of Another Person
:
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
:
See Items 3 and
4 above.
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Item 8
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Identification and
Classification of Members of the Group
:
Not applicable.
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Item 9
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Notice of Dissolution
of Group
:
Not
applicable.
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Item 10
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Certification
:
By signing below the undersigned certifies that, to the best of its knowledge and belief, (i) 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, and (ii) the foreign regulatory schemes applicable to
MAML, are substantially comparable to the regulatory scheme applicable to the functionally
equivalent U.S. institutions. The undersigned also undertakes to furnish to the Commission staff, upon
request, information that would otherwise be disclosed in a Schedule 13D.
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Page 7 of 9
SIGNATURE
After reasonable inquiry and
to the best of its 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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Manulife Financial Corporation
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By:
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/s/ Graham A. Miller
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Name:
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Graham A. Miller
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Dated: March 8, 2017
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Title:
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Agent*
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Manulife Asset
Management (US) LLC
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By:
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/s/ Paul Donahue
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Name:
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Paul Donahue
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Dated: March 7, 2017
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Title:
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Chief Compliance Officer
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Manulife Asset Management (North America) Limited
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By:
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/s/ Warren Rudick
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Name:
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Warren Rudick
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Dated: March 8, 2017
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Title:
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General Counsel and Secretary
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Manulife Asset Management Limited
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By:
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/s/ Warren Rudick
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Name:
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Warren Rudick
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Dated: March 8, 2017
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Title:
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General Counsel and Secretary
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*
Signed pursuant to a Power of Attorney dated June
10, 2014 included as Exhibit A to Schedule 13F- NT filed with the Securities and
Exchange Commission by Manulife Financial Corporation on August 27,
2014.
Page 8 of 9
EXHIBIT A
JOINT FILING
AGREEMENT
Manulife Financial Corporation, Manulife Asset Management (US) LLC, Manulife Asset Management (North America) Limited and Manulife Asset Management Limited agree that the Schedule 13G (Amendment No.2) to which this Agreement is attached, relating to the Common Stock of Group 1 Automotive Inc., is filed on behalf of each of them.
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Manulife Financial Corporation
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By:
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/s/ Graham A. Miller
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Name:
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Graham A. Miller
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Dated: March 8, 2017
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Title:
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Agent*
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Manulife Asset
Management (US) LLC
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By:
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/s/ Paul Donahue
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Name:
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Paul Donahue
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Dated: March 7, 2017
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Title:
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Chief Compliance Officer
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Manulife Asset Management (North America) Limited
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By:
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/s/ Warren Rudick
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Name:
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Warren Rudick
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Dated: March 8, 2017
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Title:
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General Counsel and Secretary
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Manulife Asset Management Limited
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By:
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/s/ Warren Rudick
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Name:
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Warren Rudick
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Dated: March 8, 2017
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Title:
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General Counsel and Secretary
|
*
Signed pursuant to a Power of Attorney dated June
10, 2014 included as Exhibit A to Schedule 13F- NT filed with the Securities and
Exchange Commission by Manulife Financial Corporation on August 27,
2014.
Page 9 of 9
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