Trintech Group Plc - Statement of Beneficial Ownership (SC 13D)
February 01 2008 - 8:48AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Trintech Group PLC
American Depositary Shares
and Ordinary Shares
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(Title of Class of Securities)
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896682101
Cyril McGuire
Trintech Group PLC
Block C, Central Park, Leopardstown, Dublin 18, Ireland
+353-1-293-9840
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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February 1, 2008
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(Date of Event which Requires Filing of this Statement)
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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 of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
x
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for
other parties to whom copies are to be sent.
*
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The remainder of this cover page shall be filled out for a reporting persons 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.
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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).
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Cyril McGuire
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2.
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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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Source of Funds (See Instructions)
PF
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
N/A
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6.
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Citizenship or Place of Organization
Republic Of Ireland
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7. Sole Voting Power
3,739,260
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8. Shared Voting Power
0
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9. Sole Dispositive Power
3,739,260
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10. Shared Dispositive Power
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,739,260
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
N/A
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13.
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Percent of Class Represented by Amount in Row (11)
23.30%
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14.
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Type of Reporting Person (See Instructions)
IN
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Item 1. Security and Issuer
The class of equity securities to which this Schedule 13D relates are the ordinary shares, US$0.0027 par value, represented by American Depositary Shares, of Trintech Group PLC, an Irish public limited company, with
its principal executive office at Block C, Central Park, Leopardstown, Dublin 18, Ireland.
Item 2. Identity And Background
This Schedule 13D is being filed on behalf of Cyril McGuire (the Reporting Person). The business address of the Reporting Person is located at
Trintech Group PLC, Block C, Central Park, Leopardstown, Dublin 18, Ireland. The Reporting Person is the Chairman and Chief Executive Officer of Trintech Group PLC.
During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is 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.
The Reporting Person is a citizen of the Republic of Ireland.
Item 3. Source and Amount of Funds or Other Consideration
On 29 January, 2008, the Reporting Person used personal funds of US$338,800 to exercise and hold 140,000 American Depositary Shares on the Nasdaq Global Market at an average price of $2.36 per American Depositary
Share, which gave rise to this Schedule 13D. The Reporting Person has previously filed statements on Schedule 13G but is now filing this Schedule 13D pursuant to Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, because his
beneficial ownership of the equivalent American Depositary Shares outstanding of Trintech Group PLC exceeds 20% and he has acquired greater than 2% of such class in the preceding twelve months.
Item 4. Purpose of Transaction
The Reporting
Person purchased the securities of Trintech Group PLC based on the Reporting Persons belief that the securities, when purchased, represented an attractive investment opportunity. The Reporting Person may, from time to time, acquire additional
securities of Trintech Group PLC or sell securities of Trintech Group PLC, subject to applicable limitations imposed on the transactions by U.S. securities laws and other applicable laws.
Item 5. Interest in Securities of the Issuer
As of the date hereof, the Reporting Person has beneficial ownership of 3,739,260 equivalent American Depositary Shares representing approximately 23.30% of the equivalent American Depositary Shares outstanding of Trintech Group PLC.
The Reporting Person has sole voting and dispositive power over all such securities. As noted above, on January 29, 2008, the Reporting Person used personal funds US$338,800 to exercise and hold 140,000 American Depositary Shares on the Nasdaq
Global Market at an average price of $2.36 per American Depositary Share.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
None, other than option agreements that the Reporting Person has entered into with Trintech
Group PLC relating to option grants made to the Reporting Person in the ordinary course of business in his capacity as an employee of Trintech Group PLC.
Item 7. Material to Be Filed as Exhibits
None.
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.
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February 1, 2008
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Date
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/s/ Cyril McGuire
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Signature
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Cyril McGuire
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Name/Title
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