Amended Statement of Ownership (sc 13g/a)
February 16 2021 - 5:24PM
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. 3)*
|
Party
City Holdco Inc.
|
(Name
of Issuer)
|
|
Common
Stock, Par Value: $0.01/share
|
(Title
of Class of Securities)
|
|
702149105
|
(CUSIP
Number)
|
|
December
31, 2020
|
(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)
|
|
☒
|
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.
|
702149105
|
|
Page
2 of 10
|
1
|
NAME
OF REPORTING PERSONS
CAS Investment Partners, LLC
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) EIN: 46-0901365
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b)
☐
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware,
United States of America
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING
15,263,623
|
|
6
|
SHARED
VOTING POWER
0
|
|
7
|
SOLE
DISPOSITIVE POWER
15,263,623
|
|
8
|
SHARED
DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,263,623
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.8%(1)(2)
|
|
12
|
TYPE
OF REPORTING PERSON
IA,
OO
|
|
|
|
|
|
|
|
(1)
|
As
of December 31, 2020, Sosin Master, LP (the “Fund”) and CSWR Partners, LP
owned an aggregate of 15,263,623 shares of Common Stock of the Issuer. Clifford Sosin
is the Managing Member of CAS Investment Partners, LLC, and CAS Investment Partners,
LLC is the investment manager of CSWR Partners, L.P and of the Fund, in which such shares
referred to above are held. As a result, CAS Investment Partners, LLC and Clifford Sosin
possess the power to vote and dispose or direct the disposition of all the shares owned
by the Fund and CSWR Partners, LP. Thus, CAS Investment Partners, LLC and Clifford Sosin
may be deemed to beneficially own a total of 15,263,623 shares.
|
|
(2)
|
Based
on a total of 110,646,150 shares outstanding as of October 30, 2020 as set forth in the
Issuer’s most recent 10-Q filed with the Securities and Exchange Commission on
November 9, 2020.
|
CUSIP
No.
|
702149105
|
|
Page
3 of 10
|
1
|
NAME
OF REPORTING PERSONS
Sosin Master, LP
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) EIN: 46-0970829
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b)
☐
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware,
United States of America
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING
10,218,978
|
|
6
|
SHARED
VOTING POWER
0
|
|
7
|
SOLE
DISPOSITIVE POWER
10,218,978
|
|
8
|
SHARED
DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,218,978
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.2%(1)(2)
|
|
12
|
TYPE
OF REPORTING PERSON
PN
|
|
|
|
|
|
|
|
(1)
|
As
of December 31, 2020, Sosin Master, LP (the “Fund”) and CSWR Partners, LP
owned an aggregate of 15,263,623 shares of Common Stock of the Issuer. Clifford Sosin
is the Managing Member of CAS Investment Partners, LLC, and CAS Investment Partners,
LLC is the investment manager of CSWR Partners, L.P and of the Fund, in which such shares
referred to above are held. As a result, CAS Investment Partners, LLC and Clifford Sosin
possess the power to vote and dispose or direct the disposition of all the shares owned
by the Fund and CSWR Partners, LP. Thus, CAS Investment Partners, LLC and Clifford Sosin
may be deemed to beneficially own a total of 15,263,623 shares.
|
|
(2)
|
Based
on a total of 110,646,150 shares outstanding as of October 30, 2020 as set forth in the
Issuer’s most recent 10-Q filed with the Securities and Exchange Commission on
November 9, 2020.
|
CUSIP
No.
|
702149105
|
|
Page
4 of 10
|
1
|
NAME
OF REPORTING PERSONS
CSWR Partners, LP
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) EIN: 83-3990390
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b)
☐
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware,
United States of America
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING
5,044,645
|
|
6
|
SHARED
VOTING POWER
0
|
|
7
|
SOLE
DISPOSITIVE POWER
5,044,645
|
|
8
|
SHARED
DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,044,645
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.6%(1)(2)
|
|
12
|
TYPE
OF REPORTING PERSON
PN
|
|
|
|
|
|
|
|
(1)
|
As
of December 31, 2020, Sosin Master, LP (the “Fund”) and CSWR Partners, LP
owned an aggregate of 15,263,623 shares of Common Stock of the Issuer. Clifford Sosin
is the Managing Member of CAS Investment Partners, LLC, and CAS Investment Partners,
LLC is the investment manager of CSWR Partners, L.P and of the Fund, in which such shares
referred to above are held. As a result, CAS Investment Partners, LLC and Clifford Sosin
possess the power to vote and dispose or direct the disposition of all the shares owned
by the Fund and CSWR Partners, LP. Thus, CAS Investment Partners, LLC and Clifford Sosin
may be deemed to beneficially own a total of 15,263,623 shares.
|
|
(2)
|
Based
on a total of 110,646,150 shares outstanding as of October 30, 2020 as set forth in the
Issuer’s most recent 10-Q filed with the Securities and Exchange Commission on
November 9, 2020.
|
CUSIP
No.
|
702149105
|
|
Page
5 of 10
|
1
|
NAME
OF REPORTING PERSONS
Clifford Sosin†
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) EIN:
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b)
☒
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING
0
|
|
6
|
SHARED
VOTING POWER
15,263,623
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
8
|
SHARED
DISPOSITIVE POWER
15,263,623
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,263,623
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.8%(1)(2)
|
|
12
|
TYPE
OF REPORTING PERSON
IN
|
|
|
|
|
|
|
|
(1)
|
As
of December 31, 2020, Sosin Master, LP (the “Fund”) and CSWR Partners, LP
owned an aggregate of 15,263,623 shares of Common Stock of the Issuer. Clifford Sosin
is the Managing Member of CAS Investment Partners, LLC, and CAS Investment Partners,
LLC is the investment manager of CSWR Partners, L.P and of the Fund, in which such shares
referred to above are held. As a result, CAS Investment Partners, LLC and Clifford Sosin
possess the power to vote and dispose or direct the disposition of all the shares owned
by the Fund and CSWR Partners, LP. Thus, CAS Investment Partners, LLC and Clifford Sosin
may be deemed to beneficially own a total of 15,263,623 shares.
|
|
(2)
|
Based
on a total of 110,646,150 shares outstanding as of October 30, 2020 as set forth in the
Issuer’s most recent 10-Q filed with the Securities and Exchange Commission on
November 9, 2020.
|
†
Mr. Sosin disclaims any beneficial ownership of the shares.
CUSIP
No.
|
702149105
|
|
Page
6 of 10
|
Item 1(a).
|
|
Name
of Issuer:
|
|
|
Party
City Holdco Inc.
|
|
|
|
Item 1(b).
|
|
Address
of Issuer’s Principal Executive Offices:
|
|
|
80
Grasslands Road, Elmsford, NY 10523
|
|
|
|
Item 2(a).
|
|
Name
of Person Filing:
This
Schedule 13G/A is being filed with respect to shares of Common Stock of the Issuer which are beneficially owned by CAS
Investment Partners, LLC, Sosin Master, LP, CSWR Partners, LP and Clifford Sosin. As of December 31, 2020, Sosin Master,
LP (the “Fund”) and CSWR Partners, LP owned an aggregate of 15,263,623 shares of Common Stock of the Issuer.
Clifford Sosin is the Managing Member of CAS Investment Partners, LLC, and CAS Investment Partners, LLC is the investment
manager of CSWR Partners, LP and of the Fund, in which such shares referred to above are held. As a result, CAS Investment
Partners, LLC and Clifford Sosin possess the power to vote and dispose or direct the disposition of all the shares owned
by the Fund and CSWR Partners, LP. Thus, CAS Investment Partners, LLC and Clifford Sosin may be deemed to beneficially
own a total of 15,263,623 shares of Common Stock.
|
|
|
|
Item 2(b).
|
|
Address
of Principal Business Office or, if None, Residence:
|
|
|
135
E 57th Street, Suite 18-108
New York, NY 10022
|
|
|
|
Item 2(c).
|
|
Citizenship:
|
|
|
See
Item 4 on the cover pages hereto.
|
|
|
|
Item 2(d).
|
|
Title
of Class of Securities:
|
|
|
Common
Stock, Par Value: $0.01/share (“Common Stock”)
|
|
|
|
Item 2(e).
|
|
CUSIP
Number: 702149105
|
Item 3.
|
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:
|
|
|
|
(a)
|
☐
|
Broker
or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
|
|
|
|
|
|
(b)
|
☐
|
Bank
as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
|
|
|
|
|
|
(c)
|
☐
|
Insurance
company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
|
|
|
|
|
|
(d)
|
☐
|
Investment
company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
|
|
|
|
|
|
(e)
|
☐
|
An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
|
|
(f)
|
☐
|
An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
|
|
(g)
|
☐
|
A
parent holding company or control person in accordance with §240.13d-1(b)(ii)(G);
|
|
(h)
|
☐
|
A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12
U.S.C. 1813);
|
|
(i)
|
☐
|
A
church plan that is excluded from the definition of an investment company under Section
3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
|
|
(j)
|
☐
|
Group,
in accordance with §240.13d-1(b)(1)(ii)(J).
|
CUSIP
No.
|
702149105
|
|
Page
7 of 10
|
Item 4.
|
Ownership.
|
|
|
|
|
|
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified
in Item 1.
|
|
|
|
(a)
|
Amount
beneficially owned:
|
|
|
See
Item 9 on the cover page(s) hereto.
|
|
|
|
|
(b)
|
Percent
of class:
|
|
|
See
Item 11 on the cover page(s) hereto.
|
|
|
|
|
(c)
|
Number
of shares as to which such person has:
|
|
|
|
|
|
(i)
|
Sole
power to vote or to direct the vote:
|
|
|
|
See
Item 5 on the cover page(s) hereto.
|
|
|
|
|
|
|
(ii)
|
Shared
power to vote or to direct the vote:
|
|
|
|
See
Item 6 on the cover page(s) hereto.
|
|
|
|
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of:
|
|
|
|
See
Item 7 on the cover page(s) hereto.
|
|
|
|
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of 0
|
|
|
|
See
Item 8 on the cover page(s) hereto.
|
CUSIP
No.
|
702149105
|
|
Page
8 of 10
|
Item 5.
|
Ownership
of Five Percent or Less of a Class.
|
|
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 ☐
|
|
|
Item 6.
|
Ownership
of More than Five Percent on Behalf of Another Person.
|
|
Not
applicable.
|
|
|
Item 7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control
Person.
|
|
Not
applicable
|
|
|
Item 8.
|
Identification
and Classification of Members of the Group.
|
|
Not
applicable.
|
|
|
Item 9.
|
Notice
of Dissolution of Group.
|
|
Not
applicable
|
CUSIP
No.
|
702149105
|
|
Page
9 of 10
|
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, other than
activities solely in connection with a nomination under § 240.14a-11.
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.
|
CAS INVESTMENT PARTNERS, LLC
|
|
|
Date: February 16, 2021
|
|
|
|
|
|
|
By:
|
/s/ Clifford Sosin
|
|
|
Name:
|
Clifford Sosin
|
|
|
Title:
|
Managing Member
|
|
|
|
|
|
|
SOSIN PARTNERS, LP
|
|
|
Date: February 16, 2021
|
|
|
|
|
|
|
By:
|
Sosin, LLC
|
|
|
|
its General Partner
|
|
|
By:
|
/s/ Clifford Sosin
|
|
|
Name:
|
Clifford Sosin
|
|
|
Title:
|
Managing Member of CAS Investment Partners,
LLC,
|
|
|
|
Investment Adviser of Sosin Partners, LP
|
|
|
|
|
|
|
CSWR PARTNERS, LP
|
|
|
Date: February 16, 2021
|
|
|
|
|
|
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By:
|
Sosin, LLC
|
|
|
|
its General Partner
|
|
|
By:
|
/s/ Clifford Sosin
|
|
|
Name:
|
Clifford Sosin
|
|
|
Title:
|
Managing Member of CAS Investment Partners,
LLC,
|
|
|
|
Investment Adviser of CSWR Partners, LP
|
|
|
|
|
|
|
|
/s/ Clifford Sosin
|
|
|
|
Clifford Sosin
|
|
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