CUSIP No: B3CTNK6US

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 


 

SCHEDULE 13G

 

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO § 240.13d-2.

 

(Amendment No.    )*

 

Signet Jewelers Limited

(Name of Issuer)

Common Shares, $0.18 par value per share

(Title of Class of Securities)

B3CTNK6US

(CUSIP Number)

December 31, 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:

x

Rule 13d-1(b)

o

Rule 13d-1(c)

o

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 purposes 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: B3CTNK6US

 

 

(1)

Names of Reporting Persons
Susquehanna Securities, LLC

 

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

(3)

SEC Use Only

 

 

(4)

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(5)

Sole Voting Power
2,649,290 (1)

 

(6)

Shared Voting Power
2,697,820 (1)

 

(7)

Sole Dispositive Power
2,649,290 (1)

 

(8)

Shared Dispositive Power
2,697,820 (1)

 

 

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person
2,697,820 (1)

 

 

(10)

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

(11)

Percent of Class Represented by Amount in Row (9)
5.1%

 

 

(12)

Type of Reporting Person (See Instructions)
BD, OO

 


(1) G1 Execution Services, LLC, Susquehanna Investment Group and Susquehanna Securities, LLC are affiliated independent broker-dealers which, together with Susquehanna Fundamental Investment, LLC, may be deemed a group.  For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons.  Each of the reporting persons disclaims beneficial ownership of shares owned directly by another reporting person.

 

2


 

CUSIP No: B3CTNK6US

 

 

(1)

Names of Reporting Persons
Susquehanna Investment Group

 

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

(3)

SEC Use Only

 

 

(4)

Citizenship or Place of Organization
Pennsylvania

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(5)

Sole Voting Power
32,005(1)

 

(6)

Shared Voting Power
2,697,820 (1)

 

(7)

Sole Dispositive Power
32,005(1)

 

(8)

Shared Dispositive Power
2,697,820 (1)

 

 

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person
2,697,820 (1)

 

 

(10)

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

(11)

Percent of Class Represented by Amount in Row (9)
5.1%

 

 

(12)

Type of Reporting Person (See Instructions)
BD, PN

 


(1) G1 Execution Services, LLC, Susquehanna Investment Group and Susquehanna Securities, LLC are affiliated independent broker-dealers which, together with Susquehanna Fundamental Investment, LLC, may be deemed a group.  For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons.  Each of the reporting persons disclaims beneficial ownership of shares owned directly by another reporting person.

 

3


 

CUSIP No: B3CTNK6US

 

 

(1)

Names of Reporting Persons
G1 Execution Services, LLC

 

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

(3)

SEC Use Only

 

 

(4)

Citizenship or Place of Organization
Illinois

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(5)

Sole Voting Power
10,025(1)

 

(6)

Shared Voting Power
2,697,820 (1)

 

(7)

Sole Dispositive Power
10,025(1)

 

(8)

Shared Dispositive Power
2,697,820 (1)

 

 

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person
2,697,820 (1)

 

 

(10)

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

(11)

Percent of Class Represented by Amount in Row (9)
5.1%

 

 

(12)

Type of Reporting Person (See Instructions)
BD, OO

 


(1) G1 Execution Services, LLC, Susquehanna Investment Group and Susquehanna Securities, LLC are affiliated independent broker-dealers which, together with Susquehanna Fundamental Investment, LLC, may be deemed a group.  For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons.  Each of the reporting persons disclaims beneficial ownership of shares owned directly by another reporting person.

 

4


 

CUSIP No: B3CTNK6US

 

 

(1)

Names of Reporting Persons
Susquehanna Fundamental Investments, LLC

 

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

(3)

SEC Use Only

 

 

(4)

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(5)

Sole Voting Power
6,500 (1)

 

(6)

Shared Voting Power
2,697,820 (1)

 

(7)

Sole Dispositive Power
6,500 (1)

 

(8)

Shared Dispositive Power
2,697,820 (1)

 

 

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person
2,697,820 (1)

 

 

(10)

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

(11)

Percent of Class Represented by Amount in Row (9)
5.1%

 

 

(12)

Type of Reporting Person (See Instructions)
OO

 


(1) G1 Execution Services, LLC, Susquehanna Investment Group and Susquehanna Securities, LLC are affiliated independent broker-dealers which, together with Susquehanna Fundamental Investment, LLC, may be deemed a group.  For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons.  Each of the reporting persons disclaims beneficial ownership of shares owned directly by another reporting person.

 

5


 

CUSIP No: B3CTNK6US

 

Item 1.

 

(a)

Name of Issuer
Signet Jewelers Limited (the “Company”)

 

(b)

Address of Issuer’s Principal Executive Offices
Clarendon House
2 Church Street
Hamilton HM11, Bermuda

 

Item 2(a).

Name of Person Filing
This statement is filed by the entities listed below, who are collectively referred to herein as “Reporting Persons,” with respect to the shares of common shares of the Company, $0.18 par value per share (the “Shares”).

 

(i)         Susquehanna Securities, LLC

(ii)        Susquehanna Investment Group

(iii)       G1 Execution Services, LLC

(iv)       Susquehanna Fundamental Investments, LLC

Item 2(b).

Address of Principal Business Office or, if none, Residence

The address of the principal business office of each of Susquehanna Securities, LLC, Susquehanna Investment Group and Susquehanna Fundamental Investments, LLC is:

 

401 E. City Avenue

Suite 220

Bala Cynwyd, PA 19004

 

The address of the principal business office of G1 Execution Services, LLC is:

 

175 W. Jackson Blvd.

Suite 1700

Chicago, IL 60604

Item 2(c).

Citizenship
Citizenship is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.

Item 2(d)

Title of Class of Securities
Common Shares, $0.18 par value per share

Item 2(e)

CUSIP Number
B3CTNK6US

 

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)

x

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

 

(k)

o

Group, in accordance with Rule 13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with

§240.13d-1(b)(1)(ii)(J), please specify the type of institution:____________________________

 

6


 

CUSIP No: B3CTNK6US

 

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.

The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.

 

The number of Shares reported as beneficially owned by Susquehanna Securities, LLC includes options to buy 2,639,100 Shares. The number of Shares reported as beneficially owned by Susquehanna Investment Group includes options to buy 30,700 Shares.

 

The Company’s Quarterly Report on Form 10-Q, filed on December 5, 2019, indicates that there were 52,346,631 Shares outstanding as of November 29, 2019.

 

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: o

 

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.

 

7


 

CUSIP No: B3CTNK6US

 

Item 10.

Certification

By signing below each of the undersigned certifies that, to the best of its 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.

 

SIGNATURES

 

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.

 

Dated: February 10, 2020

 

SUSQUEHANNA SECURITIES, LLC

 

SUSQUEHANNA INVESTMENT GROUP

 

 

 

 

 

By:

/s/ Brian Sopinsky

 

By:

/s/ Brian Sopinsky

Name:

Brian Sopinsky

 

Name:

Brian Sopinsky

Title:

Secretary

 

Title:

General Counsel

 

 

 

 

 

 

 

 

G1 EXECUTION SERVICES, LLC

 

SUSQUEHANNA FUNDAMENTAL INVESTMENTS, LLC

 

 

 

 

 

By:

/s/ Brian Sopinsky

 

By :

/s/ Brian Sopinsky

Name:

Brian Sopinsky

 

Name:

Brian Sopinsky

Title:

Secretary

 

Title:

Assistant Secretary

 

8


 

CUSIP No: B3CTNK6US

 

EXHIBIT INDEX

 

EXHIBIT

 

DESCRIPTION

I

 

Joint Filing Agreement

 

9


 

CUSIP No: B3CTNK6US

 

EXHIBIT I

 

JOINT FILING AGREEMENT

 

This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Shares of Signet Jewelers Limited, $0.18 par value per share, is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

Dated as of February 10, 2020

 

SUSQUEHANNA SECURITIES, LLC

 

SUSQUEHANNA INVESTMENT GROUP

 

 

 

 

 

By:

/s/ Brian Sopinsky

 

By:

/s/ Brian Sopinsky

Name:

Brian Sopinsky

 

Name:

Brian Sopinsky

Title:

Secretary

 

Title:

General Counsel

 

 

 

 

 

 

 

 

G1 EXECUTION SERVICES, LLC

 

SUSQUEHANNA FUNDAMENTAL INVESTMENTS, LLC

 

 

 

 

 

By:

/s/ Brian Sopinsky

 

By :

/s/ Brian Sopinsky

Name:

Brian Sopinsky

 

Name:

Brian Sopinsky

Title:

Secretary

 

Title:

Assistant Secretary

 

10


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