Amended Statement of Ownership (sc 13g/a)
April 15 2019 - 4:22PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13G/A
Under the Securities
Exchange Act of 1934
(Amendment No. 2)*
CHINA XD PLASTICS
COMPANY LIMITED
(Name of Issuer)
Common Stock,
par value $0.0001 per share
(Title of Class of
Securities)
16948F107
(CUSIP Number)
April 12, 2019
(Date of Event
Which Requires Filing of this Statement)
Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
|
*
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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).
Explanatory Note; This amendment is
being filed to update certain information and to provide, as an exhibit, a letter sent by Glenhill Advisors, LLC to the Board of
Directors of the Issuer, dated April 12, 2019. The Reporting Persons have not acquired the securities with any purpose, or with
the effect, of changing or influencing the control of the Issuer, or in connection with or as a participant in any transaction
having that purpose or effect, including any transaction subject to § 240.13d-3(b), other than activities solely in connection
with a nomination under § 240.14a-11.
CUSIP No. 16948F107
1
|
|
Names of Reporting Persons
Glenhill Advisors, LLC
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2
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
|
3
|
|
SEC Use Only
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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
1,565,012
|
|
6
|
|
Shared Voting Power
0
|
|
7
|
|
Sole Dispositive Power
1,565,012
|
|
8
|
|
Shared Dispositive Power
0
|
9
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,927,085
|
10
|
|
Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
☐
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11
|
|
Percent of Class Represented by Amount in Row (9)
3.8%
|
12
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|
Type of Reporting Person (See Instructions)
IA, HC
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CUSIP No. 16948F107
1
|
|
Names of Reporting Persons
Glenn J. Krevlin
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
|
3
|
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SEC Use Only
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4
|
|
Citizenship or Place of Organization
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
|
|
5
|
|
Sole Voting Power
1,890,262
|
|
6
|
|
Shared Voting Power
36,823
|
|
7
|
|
Sole Dispositive Power
1,890,262
|
|
8
|
|
Shared Dispositive Power
36,823
|
9
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,927,085
|
10
|
|
Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
☐
|
11
|
|
Percent of Class Represented by Amount in Row (9)
3.8%
|
12
|
|
Type of Reporting Person (See Instructions)
IN, HC
|
1
|
|
Names of Reporting Persons
Glenhill Capital Advisors, LLC
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2
|
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
|
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:
|
|
5
|
|
Sole Voting Power
0
|
|
6
|
|
Shared Voting Power
1,565,012
|
|
7
|
|
Sole Dispositive Power
0
|
|
8
|
|
Shared Dispositive Power
1,565,012
|
9
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,927,085
|
10
|
|
Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
☐
|
11
|
|
Percent of Class Represented by Amount in Row (9)
3.8%
|
12
|
|
Type of Reporting Person (See Instructions)
IA, HC
|
1
|
|
Names of Reporting Persons
Glenhill Capital Management, LLC
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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
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
|
|
5
|
|
Sole Voting Power
0
|
|
6
|
|
Shared Voting Power
1,565,012
|
|
7
|
|
Sole Dispositive Power
0
|
|
8
|
|
Shared Dispositive Power
1,565,012
|
9
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,927,085
|
10
|
|
Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
☐
|
11
|
|
Percent of Class Represented by Amount in Row (9)
3.8%
|
12
|
|
Type of Reporting Person (See Instructions)
IA, HC
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Item 1(a).
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Name of Issuer:
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China
XD Plastics Company Limited
Item 1(b).
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Address of Issuer’s
Principal Executive Offices:
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No. 9
Dalian North Road, Haping Road Centralized Industrial Park,
Harbin
Development Zone, Heilongjiang Province, PRC 150060
Item 2(a).
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Name of Person Filing:
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Glenhill
Advisors, LLC, Glenn J. Krevlin, Glenhill Capital Advisors, LLC and Glenhill Capital Management, LLC.
Glenn
J. Krevlin, is the managing member and control person of Glenhill Advisors, LLC, and is the sole shareholder of Krevlin Management,
Inc. Krevlin Management, Inc. is the managing member of Glenhill Capital Advisors, LLC, which is the investment manager of Glenhill
Capital Overseas Master Fund, LP, and Glenhill Long Fund, LP, each a security holder of the Issuer. Glenhill Advisors, LLC is
the managing member of Glenhill Capital Management, LLC. Glenhill Capital Management, LLC is the managing member of Glenhill Long
GP, LLC, and is sole shareholder of Glenhill Capital Overseas GP, Ltd. Glenhill Capital Overseas GP, Ltd. is general partner of
Glenhill Capital Overseas Master Fund, LP. Glenhill Long GP, LLC is the general partner of Glenhill Long Fund, LP. Glenhill Capital
Advisors, LLC is the investment manager for Glenhill Capital Overseas Master Fund LP and Glenhill Long Fund LP.
Item 2(b).
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Address of Principal
Business Office or, if none, Residence:
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600
Fifth Avenue, 11th Floor
New
York, NY 10020
See
the response(s) to Item 4 on the attached cover page(s).
Item 2(d).
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Title of Class of
Securities:
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Common
Stock
16948F107
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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Not
Applicable
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in
Item 1:
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(a)
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Amount
Beneficially owned:
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See
the response(s) to Item 9 on the attached cover page(s).
See
the response(s) to Item 11 on the attached cover page(s), which was determined by dividing the number of shares beneficially held
by the Reporting Person by 50,448,841, the number of shares of Common Stock issued and outstanding as reported in the Issuer’s
Form 10-Q filed with the Securities and Exchange Commission on November 9, 2018.
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(c)
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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:
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See
the response(s) to Item 5 on the attached cover page(s).
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(ii)
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Shared
power to vote or to direct the vote:
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See
the response(s) to Item 6 on the attached cover page(s).
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(iii)
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Sole
power to dispose or to direct the disposition of:
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See
the response(s) to Item 7 on the attached cover page(s).
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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 response(s) to Item 8 on the attached cover page(s).
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 5 percent of the class of securities, check the following ☒.
Item 6.
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Ownership of More Than Five Percent on Behalf
of Another Person.
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Not
Applicable.
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.
Item 8.
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Identification and Classification of Members
of the Group.
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Not
Applicable.
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.
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
12, 2019
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GLENHILL
ADVISORS, LLC
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By:
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/s/
GLENN J. KREVLIN
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Name:
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Glenn
J. Krevlin
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Title:
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Managing
Member
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/s/ GLENN
J. KREVLIN
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Name: Glenn
J. Krevlin
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GLENHILL
CAPITAL ADVISORS, LLC
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By:
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KREVLIN
MANAGEMENT, INC.
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Managing
Member
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By:
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/s/
GLENN J. KREVLIN
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Name:
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Glenn
J. Krevlin
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Title:
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President
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GLENHILL
CAPITAL MANAGEMENT, LLC
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By:
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GLENHILL
ADVISORS, LLC
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Managing
Member
|
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By:
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/s/
GLENN J. KREVLIN
|
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Name:
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Glenn
J. Krevlin
|
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Title:
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Managing
Member
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