UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the
Securities Exchange Act of 1934
(Amendment
No. 5)*
(Name of
Issuer)
Common
Stock, par value $0.01 per share
(Title of Class of
Securities)
62482R107
(CUSIP
Number)
David J.
Sorkin, Esq.
Kohlberg
Kravis Roberts & Co. L.P.
9 West
57th Street, Suite 4200
New York,
New York 10019
Telephone:
(212) 750-8300
with a
copy to:
Lee
Meyerson, Esq.
Elizabeth
A. Cooper, Esq.
Simpson
Thacher & Bartlett LLP
425
Lexington Avenue
New York,
New York 10017
Telephone:
(212) 455-2000
(Name, Address and
Telephone Number of Person Authorized
to Receive
Notices and Communications)
November
18, 2020
(Date of Event
Which Requires Filing of this Statement)
If the filing person has previously
filed a statement on Schedule 13G to report the acquisition that is
the subject of this Schedule 13D, and is filing this schedule
because § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the
following box ☐.
Note: Schedules filed in paper format
shall include a signed original and five copies of the schedule,
including all exhibits. See § 240.13d-7(b) for other parties
to whom copies are to be sent.
* 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
disclosures provided in a prior cover page.
The information required on 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).
SCHEDULE 13D
1
|
NAMES OF REPORTING
PERSONS
|
|
|
KKR Wand
Holdings Corporation
|
|
|
|
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
(b)
|
☐
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS
(SEE INSTRUCTIONS)
|
|
|
OO
|
|
|
|
|
5
|
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D)
OR 2(E)
|
|
☐
|
|
|
|
|
|
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
|
|
|
Cayman
Islands
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING
POWER
|
|
|
2,605,270 |
|
|
|
|
8
|
SHARED VOTING
POWER
|
|
|
0
|
|
|
|
|
9
|
SOLE DISPOSITIVE
POWER
|
|
|
2,605,270
|
|
|
|
|
10
|
SHARED DISPOSITIVE
POWER
|
|
|
0
|
|
|
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
2,605,270 |
|
|
|
|
12
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
☐
|
|
|
|
|
|
13
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
2.8% |
|
|
|
|
14
|
TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
|
|
|
CO
|
|
|
|
|
SCHEDULE 13D
1
|
NAMES OF REPORTING
PERSONS
|
|
|
KKR Wand Investors
Corporation
|
|
|
|
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
(b)
|
☐
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS
(SEE INSTRUCTIONS)
|
|
|
OO
|
|
|
|
|
5
|
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D)
OR 2(E)
|
|
☐
|
|
|
|
|
|
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
|
|
|
Cayman
Islands
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING
POWER
|
|
|
13,006,776
|
|
|
|
|
8
|
SHARED VOTING
POWER
|
|
|
0
|
|
|
|
|
9
|
SOLE DISPOSITIVE
POWER
|
|
|
13,006,776
|
|
|
|
|
10
|
SHARED DISPOSITIVE
POWER
|
|
|
0
|
|
|
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
13,006,776
|
|
|
|
|
12
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
☐
|
|
|
|
|
|
13
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
14.3%
|
|
|
|
|
14
|
TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
|
|
|
CO
|
|
|
|
|
SCHEDULE 13D
1
|
NAMES OF REPORTING
PERSONS
|
|
|
|
|
|
|
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
(b)
|
☐
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS
(SEE INSTRUCTIONS)
|
|
|
OO
|
|
|
|
|
5
|
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D)
OR 2(E)
|
|
☐
|
|
|
|
|
|
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
|
|
|
Delaware
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING
POWER
|
|
|
|
|
|
|
|
8
|
SHARED VOTING
POWER
|
|
|
13,006,776
|
|
|
|
|
9
|
SOLE DISPOSITIVE
POWER
|
|
|
0
|
|
|
|
|
10
|
SHARED DISPOSITIVE
POWER
|
|
|
13,006,776
|
|
|
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
13,006,776
|
|
|
|
|
12
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
☐
|
|
|
|
|
|
13
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
14.3%
|
|
|
|
|
14
|
TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
|
|
|
PN
|
|
|
|
|
SCHEDULE 13D
1
|
NAMES OF REPORTING
PERSONS
|
|
|
|
|
|
|
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
(b)
|
☐
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS
(SEE INSTRUCTIONS)
|
|
|
OO
|
|
|
|
|
5
|
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D)
OR 2(E)
|
|
☐
|
|
|
|
|
|
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
|
|
|
Delaware
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING
POWER
|
|
|
|
|
|
|
|
8
|
SHARED VOTING
POWER
|
|
|
13,006,776
|
|
|
|
|
9
|
SOLE DISPOSITIVE
POWER
|
|
|
0
|
|
|
|
|
10
|
SHARED DISPOSITIVE
POWER
|
|
|
13,006,776
|
|
|
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
13,006,776
|
|
|
|
|
12
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
☐
|
|
|
|
|
|
13
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
14.3%
|
|
|
|
|
14
|
TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
|
|
|
OO
|
|
|
|
|
SCHEDULE 13D
1
|
NAMES OF REPORTING
PERSONS
|
|
|
KKR Group Partnership L.P.
|
|
|
|
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
(b)
|
☐
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS
(SEE INSTRUCTIONS)
|
|
|
OO
|
|
|
|
|
5
|
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D)
OR 2(E)
|
|
☐
|
|
|
|
|
|
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
|
|
|
Cayman Islands
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING
POWER
|
|
|
|
|
|
|
|
8
|
SHARED VOTING
POWER
|
|
|
15,612,046
|
|
|
|
|
9
|
SOLE DISPOSITIVE
POWER
|
|
|
0
|
|
|
|
|
10
|
SHARED DISPOSITIVE
POWER
|
|
|
15,612,046
|
|
|
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
15,612,046
|
|
|
|
|
12
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
☐
|
|
|
|
|
|
13
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
17.0%
|
|
|
|
|
14
|
TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
|
|
|
PN
|
|
|
|
|
SCHEDULE 13D
1
|
NAMES OF REPORTING
PERSONS
|
|
|
|
|
|
|
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
(b)
|
☐
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS
(SEE INSTRUCTIONS)
|
|
|
OO
|
|
|
|
|
5
|
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D)
OR 2(E)
|
|
☐
|
|
|
|
|
|
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
|
|
|
Delaware
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING
POWER
|
|
|
|
|
|
|
|
8
|
SHARED VOTING
POWER
|
|
|
15,612,046
|
|
|
|
|
9
|
SOLE DISPOSITIVE
POWER
|
|
|
0
|
|
|
|
|
10
|
SHARED DISPOSITIVE
POWER
|
|
|
15,612,046
|
|
|
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
15,612,046
|
|
|
|
|
12
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
☐
|
|
|
|
|
|
13
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
17.0%
|
|
|
|
|
14
|
TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
|
|
|
CO
|
|
|
|
|
SCHEDULE 13D
1
|
NAMES OF REPORTING
PERSONS
|
|
|
|
|
|
|
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
(b)
|
☐
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS
(SEE INSTRUCTIONS)
|
|
|
OO
|
|
|
|
|
5
|
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D)
OR 2(E)
|
|
☐
|
|
|
|
|
|
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
|
|
|
Delaware
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING
POWER
|
|
|
|
|
|
|
|
8
|
SHARED VOTING
POWER
|
|
|
15,612,046
|
|
|
|
|
9
|
SOLE DISPOSITIVE
POWER
|
|
|
0
|
|
|
|
|
10
|
SHARED DISPOSITIVE
POWER
|
|
|
15,612,046
|
|
|
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
15,612,046
|
|
|
|
|
12
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
☐
|
|
|
|
|
|
13
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
17.0%
|
|
|
|
|
14
|
TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
|
|
|
CO
|
|
|
|
|
SCHEDULE 13D
1
|
NAMES OF REPORTING
PERSONS
|
|
|
|
|
|
|
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
(b)
|
☐
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS
(SEE INSTRUCTIONS)
|
|
|
OO
|
|
|
|
|
5
|
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D)
OR 2(E)
|
|
☐
|
|
|
|
|
|
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
|
|
|
Delaware
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING
POWER
|
|
|
|
|
|
|
|
8
|
SHARED VOTING
POWER
|
|
|
15,612,046
|
|
|
|
|
9
|
SOLE DISPOSITIVE
POWER
|
|
|
0
|
|
|
|
|
10
|
SHARED DISPOSITIVE
POWER
|
|
|
15,612,046
|
|
|
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
15,612,046
|
|
|
|
|
12
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
☐
|
|
|
|
|
|
13
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
17.0%
|
|
|
|
|
14
|
TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
|
|
|
PN
|
|
|
|
|
SCHEDULE 13D
1
|
NAMES OF REPORTING
PERSONS
|
|
|
|
|
|
|
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
(b)
|
☐
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS
(SEE INSTRUCTIONS)
|
|
|
OO
|
|
|
|
|
5
|
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D)
OR 2(E)
|
|
☐
|
|
|
|
|
|
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING
POWER
|
|
|
|
|
|
|
|
8
|
SHARED VOTING
POWER
|
|
|
15,612,046
|
|
|
|
|
9
|
SOLE DISPOSITIVE
POWER
|
|
|
0
|
|
|
|
|
10
|
SHARED DISPOSITIVE
POWER
|
|
|
15,612,046
|
|
|
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
15,612,046
|
|
|
|
|
12
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
☐
|
|
|
|
|
|
13
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
17.0%
|
|
|
|
|
14
|
TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
|
|
|
IN
|
|
|
|
|
SCHEDULE 13D
1
|
NAMES OF REPORTING
PERSONS
|
|
|
|
|
|
|
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
(b)
|
☐
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS
(SEE INSTRUCTIONS)
|
|
|
OO
|
|
|
|
|
5
|
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D)
OR 2(E)
|
|
☐
|
|
|
|
|
|
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING
POWER
|
|
|
|
|
|
|
|
8
|
SHARED VOTING
POWER
|
|
|
15,612,046
|
|
|
|
|
9
|
SOLE DISPOSITIVE
POWER
|
|
|
0
|
|
|
|
|
10
|
SHARED DISPOSITIVE
POWER
|
|
|
15,612,046
|
|
|
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
15,612,046
|
|
|
|
|
12
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
☐
|
|
|
|
|
|
13
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
17.0%
|
|
|
|
|
14
|
TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
|
|
|
IN
|
|
|
|
|
SCHEDULE 13D
1
|
NAMES OF REPORTING
PERSONS
|
|
|
Jeffrey
Livingston
|
|
|
|
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
(b)
|
☐
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS
(SEE INSTRUCTIONS)
|
|
|
OO
|
|
|
|
|
5
|
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D)
OR 2(E)
|
|
☐
|
|
|
|
|
|
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING
POWER
|
|
|
|
|
|
|
|
8
|
SHARED VOTING
POWER
|
|
|
0 |
|
|
|
|
9
|
SOLE DISPOSITIVE
POWER
|
|
|
0
|
|
|
|
|
10
|
SHARED DISPOSITIVE
POWER
|
|
|
0 |
|
|
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
0 |
|
|
|
|
12
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
☐
|
|
|
|
|
|
13
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
0.0%
|
|
|
|
|
14
|
TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
|
|
|
IN
|
|
|
|
|
SCHEDULE 13D
1
|
NAMES OF REPORTING
PERSONS
|
|
|
Christopher J.
Harrington
|
|
|
|
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
(b)
|
☐
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS
(SEE INSTRUCTIONS)
|
|
|
OO
|
|
|
|
|
5
|
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D)
OR 2(E)
|
|
☐
|
|
|
|
|
|
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING
POWER
|
|
|
|
|
|
|
|
8
|
SHARED VOTING
POWER
|
|
|
15,612,046
|
|
|
|
|
9
|
SOLE DISPOSITIVE
POWER
|
|
|
0
|
|
|
|
|
10
|
SHARED DISPOSITIVE
POWER
|
|
|
15,612,046
|
|
|
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
15,612,046
|
|
|
|
|
12
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
☐
|
|
|
|
|
|
13
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
17.0%
|
|
|
|
|
14
|
TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
|
|
|
IN
|
|
|
|
|
SCHEDULE 13D
1
|
NAMES OF REPORTING
PERSONS
|
|
|
Simon Greene
|
|
|
|
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
(b)
|
☐
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS
(SEE INSTRUCTIONS)
|
|
|
OO
|
|
|
|
|
5
|
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D)
OR 2(E)
|
|
☐
|
|
|
|
|
|
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING
POWER
|
|
|
|
|
|
|
|
8
|
SHARED VOTING
POWER
|
|
|
15,612,046
|
|
|
|
|
9
|
SOLE DISPOSITIVE
POWER
|
|
|
0
|
|
|
|
|
10
|
SHARED DISPOSITIVE
POWER
|
|
|
15,612,046
|
|
|
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
15,612,046
|
|
|
|
|
12
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
☐
|
|
|
|
|
|
13
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
17.0%
|
|
|
|
|
14
|
TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
|
|
|
IN
|
|
|
|
|
This Amendment No. 5 supplements and
amends the Schedule 13D filed on January 7, 2015 by certain of the
Reporting Persons (as defined below), as amended by Amendment No. 1
to the Schedule 13D filed on January 9, 2018, as amended by
Amendment No. 2 to the Schedule 13D filed on February 15, 2018, as
amended by Amendment No. 3 to the Schedule 13D filed on August 2,
2018, as amended by Amendment No. 4 to the Schedule 13D filed on
December 31, 2019 (as so amended, the “Schedule 13D”), relating to
the shares of Common Stock, par value $0.01 per share (the “Common
Stock”), of Mr. Cooper Group Inc., a Delaware corporation, and
represents an initial filing of Schedule 13D by Simon Greene.
This Amendment reflects, among other things, (i) that Simon Green
replaced Jeffrey Livingston as a director and voting stockholder of
each of KKR Wand Holdings Corporation and KKR Wand Investors
Corporation, and (ii) in connection with an internal reorganization
that became effective on January 1, 2020 (the “KKR
Reorganization”), the removal of KKR Fund Holdings GP Limited as a
Reporting Person on this Schedule 13D as a result of its
dissolution and the renaming of KKR Fund Holdings L.P. as KKR Group
Partnership L.P. The KKR Reorganization did not involve any
purchase or sale of securities of the Issuer. Each Item below
amends and supplements the information disclosed under the
corresponding Item of the Schedule 13D. Except as
specifically provided herein, this Amendment No. 5 does not modify
any of the information previously reported in the Schedule
13D. Unless otherwise indicated herein, capitalized terms
used but not defined in this Amendment No. 5 shall have the same
meanings herein as are ascribed to such terms in the Schedule
13D.
Item 2. |
Identity and
Background.
|
Item 2 of the
Schedule 13D is hereby amended and restated as follows:
(a), (f) |
This Schedule 13D is being filed
pursuant to Rule 13d-1(a) under the Securities Exchange Act of
1934, as amended (the “1934 Act”), by:
|
(i) KKR
Wand Holdings Corporation, a Cayman Islands exempted company (“KKR
Wand Holdings”);
(ii) KKR
Wand Investors Corporation, a Cayman Islands exempted company (“KKR
Wand Investors”);
(iii) KKR
Wand Investors L.P., a Delaware limited partnership (“KKR Wand
LP”);
(iv) KKR
Wand GP LLC, a Delaware limited liability company (“KKR Wand
GP”);
(v) KKR
Group Partnership L.P., a Cayman Islands exempted limited
partnership (“KKR Group Partnership”);
(vi) KKR
Group Holdings Corp., a Delaware corporation (“KKR Group
Holdings”);
(vii) KKR
& Co. Inc., a Delaware corporation (“KKR & Co.”);
(viii)
KKR Management LLP, a Delaware limited liability partnership (“KKR
Management”);
(ix)
Henry R. Kravis, a United States citizen;
(x)
George R. Roberts, a United States citizen;
(xi)
Jeffrey Livingston, a United States citizen;
(xii)
Christopher J. Harrington, a United States citizen; and
(xiii)
Simon Greene, a United States citizen (the persons and entities
listed in items (i) through (xiii) are collectively referred to
herein as the “Reporting Persons”).
The sole directors
and holders of voting stock of each of KKR Wand Holdings and KKR
Wand Investors are Christopher J. Harrington and Simon
Greene. Messrs. Harrington and Greene are executives of
Kohlberg Kravis Roberts & Co. L.P. (“KKR”) and/or one or more
of its affiliates. KKR Group Partnership, an affiliate of KKR, owns
100% of the economic interest in KKR Wand Holdings. KKR Wand
LP owns 100% of the economic interest in KKR Wand Investors.
KKR Wand GP is the general partner of KKR Wand LP and a wholly
owned subsidiary of KKR Group Partnership. KKR Group
Partnership may be deemed to have shared beneficial ownership over
the securities held by KKR Wand Holdings and KKR Wand
Investors. KKR Group Holdings is the general partner of KKR
Group Partnership. KKR & Co. is the sole shareholder of
KKR Group Holdings. KKR Management is the Series I preferred
stockholder of KKR & Co. Messrs. Henry R. Kravis and
George R. Roberts are the founding partners of KKR
Management.
Each of Messrs.
Scott Nuttall, Joseph Bae, Robert Lewin and David Sorkin is a
director of KKR Group Holdings. The executive officers of KKR Group
Holdings and KKR & Co. are Messrs. Kravis, Roberts, Nuttall,
Bae, Lewin and Sorkin. The directors of KKR & Co. are listed on
Annex A attached hereto, which is incorporated herein by
reference.
Each of Messrs.
Nuttall, Bae and Sorkin is a United States citizen. Mr. Lewin
is a Canadian citizen.
The Reporting
Persons have entered into a joint filing agreement, dated as of
November 20, 2020, a copy of which is attached hereto as Exhibit
Y.
(b) |
The address of the business office of
each of the Reporting Persons, except for Mr. Roberts, and Messrs.
Nuttall, Bae, Lewin and Sorkin and the other individuals named in
this Item 2 is:
|
c/o Kohlberg Kravis
Roberts & Co. L.P.
9 West 57th Street,
Suite 4200
New York, New York
10019
The address of the
principal business office of Mr. Roberts is:
c/o Kohlberg Kravis
Roberts & Co. L.P.
2800 Sand Hill
Road, Suite 200
Menlo Park, CA
94025
(c) |
Each of KKR Group Partnership, KKR
Group Holdings, KKR & Co. and KKR Management is principally
engaged as a holding company for the subsidiaries engaged in the
investment management business. Each of KKR Wand Holdings,
KKR Wand Investors, KKR Wand LP and KKR Wand GP was formed for the
purpose of holding the securities of the Issuer reported
herein.
|
The present
principal occupation or employment of each of Messrs. Kravis,
Roberts, Harrington, Greene, Nuttall, Bae, Lewin and Sorkin is as
an executive of KKR and/or one or more of its affiliates. The
present principal occupation of each of the other individuals named
in Item 2 is listed on Annex A.
(d) |
During the last five years, none of
the Reporting Persons or, to the best knowledge of the Reporting
Persons, any of the other persons named in this Item 2, has been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
|
(e) |
During the last five years, none of
the Reporting Persons or, to the best knowledge of the Reporting
Persons, any of the other persons named in this Item 2, has been
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding were or
are subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with
respect to such laws.
|
Item 3. |
Source and Amount
of Funds or Other Considerations.
|
Item 3 of the Schedule 13D is hereby
amended and supplemented by the following:
On November 18,
2020, Simon Greene replaced Jeffrey Livingston as a voting
stockholder of each of KKR Wand Holdings Corporation and KKR Wand
Investors Corporation, and on September 21, 2020, Mr. Livingston
resigned as a director of each such entity. On November 18,
2020, Mr. Greene was appointed as a director of each of KKR Wand
Holdings Corporation and KKR Wand Investors Corporation.
Item 5. |
Interest in
Securities of the Issuer.
|
Item 5 of the
Schedule 13D is hereby amended and restated as follows:
The
information set forth on the cover pages of this Schedule 13D is
incorporated herein by reference.
(a) and (b). The Reporting Persons
beneficially own an aggregate of 15,612,046 shares of Common Stock,
which represent, in the aggregate, approximately, 17.0% of the
outstanding shares of Common Stock. The 15,612,046 shares of
Common Stock consist of 1,000,000 shares of the Issuer’s Series A
Convertible Preferred
Stock (“Series A Preferred
Stock”) held directly by KKR Wand Holdings convertible into 838,802
shares of Common Stock, 1,766,468 shares of Common Stock held
directly by KKR Wand Holdings, and 13,006,776 shares of Common
Stock held directly by KKR Wand Investors. The percentage of
beneficial ownership in this Schedule 13D is based on 90,853,569
shares of Common Stock outstanding as of October 23, 2020, as
reported in the Quarterly Report on Form 10-Q filed by the Issuer
on October 29, 2020, and assumes that all 838,802 shares underlying
such Series A Preferred Stock have been converted, as applicable,
and are outstanding.
Each of Mr.
Harrington and Mr. Greene (as the sole directors and holders of
voting stock of KKR Wand Holdings and KKR Wand Investors) may be
deemed to be the beneficial owner of the securities owned directly
by KKR Wand Holdings and KKR Wand Investors. Messrs.
Harrington and Greene are executives at KKR and/or one of its
affiliates. KKR Group Partnership, an affiliate of KKR, owns
100% of the economic interest in KKR Wand Holdings. KKR Wand
LP owns 100% of the economic interest in KKR Wand Investors.
KKR Wand GP is the general partner of KKR Wand LP and is a wholly
owned subsidiary of KKR Group Partnership. KKR Group
Partnership may be deemed to have shared beneficial ownership over
the securities beneficially owned directly by KKR Wand Holdings and
KKR Wand Investors. Each of KKR Group Holdings (as the
general partner of KKR Group Partnership), KKR & Co. (as the
sole shareholder of KKR Group Holdings), KKR Management (as the
Series I preferred stockholder of KKR & Co.), and Messrs. Henry
R. Kravis and George R. Roberts (as the founding partners of KKR
Management), may be deemed to have shared beneficial ownership of
the securities beneficially owned directly by KKR Wand Holdings and
KKR Wand Investors, and each disclaims beneficial ownership of the
securities.
To the best
knowledge of the Reporting Persons, none of the individuals named
in Item 2 beneficially owns any shares of Common Stock except as
described herein.
(c) Except as
otherwise described in this Schedule 13D, none of the Reporting
Persons, or, to the best knowledge of the Reporting Persons, any
other individual named in Item 2 has engaged in any transaction in
any shares of Common Stock during the past 60 days.
(d) Except as
otherwise described in this Schedule 13D, to the best knowledge of
the Reporting Persons, no one other than the Reporting Persons, or
the partners, members, affiliates or shareholders of the Reporting
Persons has the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, the securities
reported herein.
(e) As described
above in this Schedule 13D, as of November 18, 2020, Mr. Livingston
ceased to beneficially own more than five percent of the
outstanding Common Stock.
Item 7. |
Materials to be
Filed as Exhibits.
|
Item 7 of the
Schedule 13D is hereby amended by adding the following at the end
thereof:
Exhibit No.
|
Description
|
|
|
Exhibit Y
|
Joint Filing Agreement dated November
20, 2020
|
|
|
Exhibit Z
|
Power of Attorney for Simon
Greene
|
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: November 20, 2020
|
|
KKR WAND HOLDINGS
CORPORATION
|
|
|
|
|
|
By: /s/ Terence P. Gallagher
|
|
|
Name: Terence P. Gallagher
|
|
|
Title: Attorney-in-fact for
Christopher J. Harrington, Director
|
|
|
|
|
|
KKR WAND INVESTORS
CORPORATION
|
|
|
|
|
|
By: /s/ Terence P. Gallagher
|
|
|
Name: Terence P. Gallagher
|
|
|
Title: Attorney-in-fact for
Christopher J. Harrington, Director
|
|
|
|
|
|
KKR WAND INVESTORS
L.P.
|
|
|
By: KKR Wand GP LLC, its general
partner
|
|
|
|
|
|
By: /s/ Terence P. Gallagher
|
|
|
Name: Terence P. Gallagher
|
|
|
Title: Attorney-in-fact for
Christopher J. Harrington, President
|
|
|
|
|
|
KKR WAND GP
LLC
|
|
|
|
|
|
By: /s/ Terence P. Gallagher
|
|
|
Name: Terence P. Gallagher
|
|
|
Title: Attorney-in-fact for
Christopher J. Harrington, President
|
|
|
|
|
|
KKR GROUP
PARTNERSHIP L.P.
|
|
By:
|
KKR Group Holdings Corp., a general
partner
|
|
|
|
|
By:
|
/s/ Terence P. Gallagher
|
|
|
Name: Terence P. Gallagher
|
|
|
Title: Attorney-in-fact for Robert H.
Lewin, Chief Financial Officer
|
|
|
|
|
|
KKR GROUP HOLDINGS
CORP.
|
|
|
|
|
By:
|
/s/ Terence P. Gallagher
|
|
|
Name: Terence P. Gallagher
|
|
|
Title: Attorney-in-fact for Robert H.
Lewin, Chief Financial Officer
|
|
|
KKR & CO.
INC.
|
|
|
|
|
By:
|
/s/ Terence P. Gallagher
|
|
|
Name: Terence P. Gallagher
|
|
|
Title: Attorney-in-fact for Robert H.
Lewin, Chief Financial Officer
|
|
|
KKR MANAGEMENT
LLP
|
|
|
|
|
By:
|
/s/ Terence P. Gallagher
|
|
|
Name: Terence P. Gallagher
|
|
|
Title: Attorney-in-fact for Robert H.
Lewin, Chief Financial Officer
|
|
|
|
|
|
HENRY R.
KRAVIS
|
|
|
|
|
By:
|
/s/ Terence P. Gallagher
|
|
|
Name: Terence P. Gallagher
|
|
|
Title: Attorney-in-fact
|
|
|
|
|
|
GEORGE R.
ROBERTS
|
|
|
|
|
By:
|
/s/ Terence P. Gallagher
|
|
|
Name: Terence P. Gallagher
|
|
|
Title: Attorney-in-fact
|
|
|
|
|
|
JEFFREY
LIVINGSTON
|
|
|
|
|
By:
|
/s/ Terence P. Gallagher
|
|
|
Name: Terence P. Gallagher
|
|
|
Title: Attorney-in-fact
|
|
|
|
|
|
CHRISTOPHER J.
HARRINGTON
|
|
|
|
|
By:
|
/s/ Terence P. Gallagher
|
|
|
Name: Terence P. Gallagher
|
|
|
Title: Attorney-in-fact
|
|
|
|
|
|
SIMON GREENE
|
|
|
|
|
By:
|
/s/ Terence P. Gallagher
|
|
|
Name: Terence P. Gallagher
|
|
|
Title: Attorney-in-fact
|
Directors of KKR
& Co. Inc.
The following sets forth the name and
principal occupation of each of the directors of KKR & Co. Inc.
Each of such persons is a citizen of the United States other than
Xavier Niel, who is a citizen of France.
Name
|
Principal
Occupation
|
|
|
Henry R. Kravis
|
Co-Chief Executive Officer,
Co-Chairman of KKR & Co. Inc.
|
George R. Roberts
|
Co-Chief Executive Officer,
Co-Chairman of KKR & Co. Inc.
|
Joseph Y. Bae
|
Co-President, Co-Chief Operating
Officer of KKR & Co. Inc.
|
Scott C. Nuttall
|
Co-President, Co-Chief Operating
Officer of KKR & Co. Inc.
|
Mary N. Dillon
|
Chief Executive Officer of Ulta
Beauty, Inc.
|
David C. Drummond
|
Former Senior Vice President,
Corporate Development, Chief Legal Officer and Secretary of
Alphabet Inc.
|
Joseph A. Grundfest
|
William A. Franke Professor of Law and
Business of Stanford Law School
|
John B. Hess
|
Chief Executive Officer of Hess
Corporation
|
Xavier Niel
|
Founder, Deputy Chairman of the Board
and Chief Strategy Officer of Iliad SA
|
Patricia F. Russo
|
Retired, Former Chief Executive
Officer of Alcatel-Lucent
|
Thomas M. Schoewe
|
Retired, Former Executive Vice
President and Chief Financial Officer of Wal-Mart Stores,
Inc.
|
Robert W. Scully
|
Retired, Former Member, Office of the
Chairman of Morgan Stanley
|
EXHIBIT
INDEX
The Exhibit Index
is hereby amended by adding the following at the end thereof:
Exhibit No.
|
Description
|
|
|
|
Joint Filing Agreement dated November
20, 2020
|
|
|
|
Power of Attorney for Simon
Greene
|