(Amendment No. 2)
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CUSIP
No. 005098108
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13G/A
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Page
2 of 7 Pages
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1
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NAME
OF REPORTING PERSON
Fila Holdings Corp. (1)
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
☐
(b) ☐
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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
Republic of Korea
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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
37,104,008 (2)
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6
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SHARED
VOTING POWER
- 0 -
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7
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SOLE
DISPOSITIVE POWER
37,104,008 (2)
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8
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SHARED
DISPOSITIVE POWER
- 0 -
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,104,008
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
50.9%
(3)
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12
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TYPE
OF REPORTING PERSON
CO
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(1)
Fila Holdings Corp. was formerly known as Fila Korea Ltd.
(2)
Magnus Holdings Co., Ltd. (“Magnus Holdings”) directly holds 37,104,008 shares of Acushnet Holdings Corp. (the “Issuer”).
The sole shareholder of Magnus Holdings is Fila Holdings Corp. (“Fila Holdings”). Because of Fila Holdings’
relationship to Magnus Holdings, Fila Holdings may be deemed to beneficially own the shares directly held by Magnus Holdings.
(3) Based on a total of 72,929,940 shares of Common Stock, par value $0.001 per share (“Common Stock”) of the Issuer
outstanding, which is the difference between (i) 73,629,759 shares of Common Stock outstanding as of October 29, 2021, as reported by
the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “Commission”)
on November 4, 2021 and (ii) 699,819 shares of Common Stock sold by Magnus Holdings to the Issuer pursuant to a Stock Repurchase Agreement
dated November 8, 2021, as reported by the Reporting Persons in a Form 4 filed with the Commission on January 25, 2022.
Page
2 of 7 Pages
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CUSIP
No. 005098108
|
13G/A
|
Page
3 of 7 Pages
|
|
1
|
NAME
OF REPORTING PERSON
Magnus Holdings Co., Ltd.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
☐
(b) ☐
|
|
3
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SEC
USE ONLY
|
|
4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Republic of Korea
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
37,104,008
|
|
6
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SHARED
VOTING POWER
-
0 -
|
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7
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SOLE
DISPOSITIVE POWER
37,104,008
|
|
8
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SHARED
DISPOSITIVE POWER
-
0 -
|
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,104,008
|
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
50.9%
(1)
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12
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TYPE
OF REPORTING PERSON
CO
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(1)
Based on a total of 72,929,940 shares of Common Stock of the Issuer outstanding, which is the difference between (i) 73,629,759 shares
of Common Stock outstanding as of October 29, 2021, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Commission
on November 4, 2021 and (ii) 699,819 shares of Common Stock sold by Magnus Holdings to the Issuer pursuant to a Stock Repurchase Agreement
dated November 8, 2021, as reported by the Reporting Persons in a Form 4 filed with the Commission on January 25, 2022
Page
3 of 7 Pages
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Item
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1(a). Name of Issuer:
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Acushnet
Holdings Corp.
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Item
1(b).
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Address
of Issuer’s Principal Executive Offices:
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333
Bridge Street
Fairhaven,
Massachusetts
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Item
2(a).
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Name
of Person Filing:
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This
Schedule 13G is being filed jointly by Fila Holdings Corp. and Magnus Holdings Co., Ltd., pursuant to an Agreement of Joint Filing, a
copy of which is filed with this Schedule 13G as Exhibit 1, in accordance with Rule 13d-1(k)(1) under the Act.
Magnus
Holdings directly holds 37,104,008 shares of Common Stock of the Issuer. The sole shareholder of Magnus Holdings is Fila Holdings Corp.
Because of Fila Holdings Corp.’s relationship to Magnus Holdings, Fila Holdings Corp. may be deemed to beneficially own the shares
directly held by Magnus Holdings.
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Item
2(b).
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Address
of Principal Business Office or, if none, Residence:
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Fila
Holdings Corp.
1077
Cheonho-daero, Gangdong-gu,
Seoul,
Korea 15F,16F,17F,18F, 05340
Magnus
Holdings Co., Ltd.
1077
Cheonho-daero, Gangdong-gu,
Seoul,
Korea 18F, 05340
See
response to Item 4 on each cover page.
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Item
2(d).
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Title
of Class of Securities:
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Common
Stock, $0.001 par value.
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Item
2(e).
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CUSIP
NUMBER: 005098108
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Item
3.
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If
This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
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(a)
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☐
Broker or dealer registered under Section 15 of the Exchange Act
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(b)
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☐
Bank as defined in Section 3(a)(6) of the Exchange Act
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(c)
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☐
Insurance company as defined in Section 3(a)(19) of the Exchange Act
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(d)
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☐
Investment company registered under Section 8 of the Investment Company Act of 1940
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Page
4 of 7 Pages
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(e)
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☐
Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940: see Rule 13d-1(b)(1)(ii)(E)
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(f)
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☐
Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or
Endowment Fund; see Rule 13d-1(b)(1)(ii)(F)
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(g)
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☐
Parent holding company, in accordance with Rule 13d-1(b)(1)(ii)(G).
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(h)
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☐
Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act.
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(i)
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☐
Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of
1940.
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(j)
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☐
Non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with Rule
240.13d-1(b)(1)(ii)(J), please specify the type of institution:
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(k)
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☐
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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(a)
Amount Beneficially Owned:
See
responses to Item 9 on each cover page.
(b)
Percent of Class:
See
responses to Item 11 on each cover page.
(c)
Number of shares as to which such person has:
(i)
Sole power to vote or to direct the vote:
See
responses to Item 5 on each cover page.
(ii)
Shared power to vote or to direct the vote:
See
responses to Item 6 on each cover page.
(iii)
Sole power to dispose or to direct the disposition of:
See
responses to Item 7 on each cover page.
(iv)
Shared power to dispose or to direct the disposition of:
See
responses to Item 8 on each cover page.
Page
5 of 7 Pages
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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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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.
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See
response to Item 2(a) above.
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Item
8.
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Identification
and Classification of Members of the Group.
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Not
Applicable.
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Item
9.
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Notice
of Dissolution of Group.
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Not
Applicable.
Not
Applicable.
Page
6 of 7 Pages
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:
February 8, 2022
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Fila Holdings Corp.
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By:
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/s/
Keun Chang Yoon
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Name:
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Keun
Chang Yoon
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Title:
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Chief
Executive Officer
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Magnus Holdings Co., Ltd.
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By:
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/s/
Ho Yeon Lee
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Name:
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Ho
Yeon Lee
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Title:
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Chief
Executive Officer
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EXHIBIT
INDEX
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Exhibit
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Description
of Exhibit
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1
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Agreement
of Joint Filing as required by Rule 13d-1(k)(1) under the Act.
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