Statement of Ownership (sc 13g)
June 19 2019 - 11:05AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
Acacia
Research Corporation
Common
Stock
(Title
of Class of Securities)
003881307
(CUSIP
Number)
June
6, 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:
[ ]
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 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).
CUSIP
No. 003881307
1.
|
NAME
OF REPORTING PERSONS
|
|
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Discerene Group LP
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|
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2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
[ ]
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(b)
[X]
|
|
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3.
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SEC
USE ONLY
|
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|
|
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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Delaware, USA
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|
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
|
|
|
5.
|
SOLE
VOTING POWER
0
|
|
|
|
|
6.
|
SHARED
VOTING POWER
2,554,231*
|
|
|
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7.
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SOLE
DISPOSITIVE POWER
0
|
|
|
|
|
8.
|
SHARED
DISPOSITIVE POWER
2,554,231 *
|
|
|
|
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9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,554,231*
|
|
|
|
|
10.
|
CHECK
BOX 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)
5.10%*
|
|
|
|
|
12.
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
|
|
CUSIP
No. 003881307
1.
|
NAME
OF REPORTING PERSONS
|
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Discerene Holdings Inc.
|
|
|
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
|
(a)
[ ]
|
|
|
(b)
[X]
|
|
|
|
3.
|
SEC
USE ONLY
|
|
|
|
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
|
|
|
Delaware, USA
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
|
|
|
5.
|
SOLE
VOTING POWER
0
|
|
|
|
|
6.
|
SHARED
VOTING POWER
2,554,231*
|
|
|
|
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
|
|
|
|
8.
|
SHARED
DISPOSITIVE POWER
2,554,231 *
|
|
|
|
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,554,231*
|
|
|
|
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
[ ]
|
|
|
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.10%*
|
|
|
|
|
12.
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
|
CUSIP
No. 003881307
1.
|
NAME
OF REPORTING PERSONS
|
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Soo Chuen Tan
|
|
|
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
|
(a)
[ ]
|
|
|
(b)
[X]
|
|
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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
Malaysia
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|
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
|
|
|
5.
|
SOLE
VOTING POWER
0
|
|
|
|
|
6.
|
SHARED
VOTING POWER
2,554,231*
|
|
|
|
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
|
|
|
|
8.
|
SHARED
DISPOSITIVE POWER
2,554,231*
|
|
|
|
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,554,231*
|
|
|
|
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
[ ]
|
|
|
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.10%*
|
|
|
|
|
12.
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN, HC
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Item
1.
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(a).
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Name
of Issuer:
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Acacia
Research Group
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(b).
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Address
of issuer’s principal executive offices:
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120
Newport Center Drive, Suite 100
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Newport
Beach, CA 92660
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Item
2.
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(a).
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Name
of person filing:
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Discerene
Group LP
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Discerene Holdings Inc.
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Soo
Chuen Tan
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(b).
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Address
or principal business office or, if none, residence:
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2777
Summer St. Suite 301
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Stamford,
Connecticut 06905
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(c).
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Citizenship
or Place of Organization:
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Discerene
Group LP – Delaware, USA
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Discerene Holdings Inc. –
Delaware, USA
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Soo
Chuen Tan – Malaysia
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(d).
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Title
of class of securities:
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Common
Stock
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(e).
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CUSIP:
003881307
|
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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N/A
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Item
4.
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Ownership.
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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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Discerene
Group LP: 2,554,231
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Discerene Holdings Inc.:
2,554,231
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Soo
Chuen Tan: 2,554,231
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(b)
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Percent
of class:
|
|
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|
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Discerene
Group LP: 5.10%
|
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Discerene Holdings Inc.:
5.10%
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Soo
Chuen Tan: 5.10%
|
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(c)
|
Number
of shares as to which each person has:
|
|
(i)
|
Sole
power to vote or to direct the vote
Discerene
Group LP: 0
Discerene
Holdings Inc.: 0
Soo
Chuen Tan: 0
|
|
|
|
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(ii)
|
Shared
power to vote or to direct the vote
Discerene
Group LP: 2,554,231
Discerene Holdings Inc.: 2,554,231
Soo
Chuen Tan: 2,554,231
|
|
|
|
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(iii)
|
Sole
power to dispose or to direct the disposition of
Discerene
Group LP: 0
Discerene
Holdings Inc.: 0
Soo
Chuen Tan: 0
|
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|
|
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(iv)
|
Shared
power to dispose or to direct the disposition of
Discerene
Group LP: 2,554,231
Discerene Holdings Inc.: 2,554,231
Soo
Chuen Tan: 2,554,231
|
*Shares
reported herein are held by private investment funds (the “Discerene Entities”) for which Discerene Group LP (the
“Adviser”) serves as the investment manager. Discerene Holdings Inc serves as the general partner of the Adviser.
Soo Chuen Tan serves as the President of the general partner of the Adviser. By virtue of these relationships, the
Reporting Persons may be deemed to have shared voting and dispositive power with respect to the Shares owned directly by the Discerene
Entities. This report shall not be deemed an admission that the Reporting Persons are beneficial owners of the Shares for purposes
of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the Reporting Persons disclaims
beneficial ownership of the Shares reported herein except to the extent of the Reporting Person’s pecuniary interest therein.
The
percentage ownership is based on 50,064,281 shares deemed issued and outstanding as of June 13, 2019 pursuant to the Issuer’s
current shares outstanding on Bloomberg as of June 13, 2019.
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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If
any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest
relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or
endowment fund is not required.
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N/A
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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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If
a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under
Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent
holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating
the identification of the relevant subsidiary.
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N/A
|
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Item
8.
|
Identification
and Classification of Members of the Group.
|
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|
If
a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit
stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to
Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group.
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N/A
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Item
9.
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Notice
of Dissolution of the Group.
|
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Notice
of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings
with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual
capacity. See Item 5.
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N/A
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Item
10.
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Certification.
|
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By
signing below I certify that, to the best of my knowledge and belief, 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.
|
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.
Dated:
June 18, 2019
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Discerene
Group LP
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By:
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/s/
Soo Chuen Tan
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Soo
Chuen Tan, President of the General Partner, Discerene Holdings Inc.
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Discerene Holdings Inc.
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By:
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/s/ Soo Chuen Tan
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Soo Chuen Tan, President
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Soo Chuen Tan
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By:
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/s/
Soo Chuen Tan
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Soo
Chuen Tan, Individually
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Exhibit
1
Joint
Filing Statement
Statement Pursuant to Rule 13d-1(k)(1)
The
undersigned hereby consent and agree to file a joint statement on Schedule 13G under the Securities Exchange Act
of 1934, as amended, with respect to the Common Stock of Acacia Research Corporation beneficially owned by them, together with
any or all amendments thereto, when and if appropriate. The parties hereto further consent and agree to file this Joint Filing
Statement pursuant to Rule 13d-1(k)(1)(iii) as an exhibit to Schedule 13G, thereby incorporating the same into such Schedule 13G.
This
Joint Filing Statement may be terminated by any of the undersigned upon written notice or such lesser period of notice as the
undersigned may mutually agree.
Dated: June 18, 2019
|
Discerene Group LP
|
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|
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By:
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/s/ Soo Chuen Tan
|
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Soo Chuen Tan, President of the General
Partner, Discerene Holdings Inc.
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Discerene Holdings Inc.
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By:
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/s/ Soo Chuen Tan
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Soo Chuen Tan, President
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Soo Chuen Tan
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By:
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/s/ Soo Chuen Tan
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Soo Chuen Tan, Individually
|
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