Amended Statement of Beneficial Ownership (sc 13d/a)
February 23 2017 - 12:11PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D/A
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Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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ABB Ltd
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(Name of Issuer)
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Registered
Shares, par value CHF 0.12
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(Title of Class of Securities)
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ISIN No.
CH0012221716**
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(CUSIP Number)
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Cevian Capital II GP Limited
11-15 Seaton Place
St. Helier,
Jersey JE4 0QH
Channel Islands
Attention: Denzil Boschat
+44 1534 828 513
with a copy to:
Schulte Roth & Zabel LLP
919 Third Avenue
New York, NY 10022
Attention: Eleazer N. Klein, Esq.
(212) 756-2000
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(Name, Address and Telephone Number of Person
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Authorized to Receive Notices and Communications)
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February
22, 2017
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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 Rule 13d-1(e), Rule
13d-1(f) or Rule 13d-1(g), check the following box. [ ]
(Page 1 of 4 Pages)
______________________________
* 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 Registered Shares have no CUSIP number. The ISIN number for
the Registered Shares is CH0012221716.
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).
ISIN No. CH0012221716
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SCHEDULE 13D/A
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Page
2
of 4 Pages
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1
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NAME OF REPORTING PERSON
Cevian Capital II GP Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
ý
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Jersey
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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7
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SOLE VOTING POWER
115,868,333
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8
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SHARED VOTING POWER
-0-
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9
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SOLE DISPOSITIVE POWER
115,868,333
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10
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SHARED DISPOSITIVE POWER
-0-
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
115,868,333
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
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14
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TYPE OF REPORTING PERSON
IA, OO
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ISIN No. CH0012221716
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SCHEDULE 13D/A
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Page
3
of 4 Pages
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This Amendment No. 2 ("
Amendment No. 2
") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on June 26, 2015 (the "
Original Schedule 13D
") as amended by Amendment No. 1 filed with the SEC on September 13, 2016 ("
Amendment No. 1
" and the Original Schedule 13D as amended by Amendment No. 1 and this Amendment No. 2, the "
Schedule 13D
"), with respect to the Registered Shares, par value CHF 0.12 (the "
Registered Shares
")
of
ABB Ltd
, a
limited liability company incorporated under the laws of Switzerland
(the "
Issuer
")
. This Amendment No. 2 amends Items 3, 4, 5(a), 5(b) and 5(c) as set forth below. Capitalized terms used herein and not otherwise defined in this Amendment No. 2 have the meanings set forth in the Schedule 13D.
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Item 3.
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SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
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Item 3 is hereby amended and restated in its entirety as follows:
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As of the date hereof, the Reporting Person has purchased for the accounts of the Cevian Funds an aggregate of 115,868,333 Registered Shares for an aggregate consideration (including brokerage commission) of approximately USD 2,351,430,845. The Cevian Funds funded these purchases out of their general working capital. The Registered Shares were purchased using Swiss Francs. For the purposes of this Schedule 13D, a conversion rate of USD 1.00 for each CHF 1.01 was used.
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Item 4.
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PURPOSE OF TRANSACTION
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Item 4 is hereby amended and supplemented by the addition of the following:
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The Board of Directors of the Issuer has nominated Lars Förberg, Managing Partner at an affiliate of the Reporting Person, to stand for election at the coming annual general meeting of the Issuer's shareholders on April 13, 2017.
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Item 5.
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INTEREST IN SECURITIES OF THE ISSUER
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Paragraphs (a), (b) and (c) of Item 5 are hereby amended and restated as follows:
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(a)
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See rows (11) and (13)
of the cover pages to this Schedule 13D for the aggregate number of Registered Shares and percentages of the Registered
Shares beneficially owned by the Reporting Person. The percentages used in this Schedule 13D are calculated based
upon 2,138,706,835 Registered Shares reported to be outstanding as of December 31, 2016 on the Issuer's website.
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(b)
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See rows (7) through (10) of the cover pages to this Schedule 13D for the number of Registered Shares as to which the Reporting Person has the sole power to vote or direct the vote and sole power to dispose or to direct the disposition.
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(c)
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There have been no transactions in the Registered Shares by the Reporting Person for the benefit of the Cevian Funds within the past sixty days.
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ISIN No. CH0012221716
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SCHEDULE 13D/A
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Page
4
of 4 Pages
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SIGNATURES
After reasonable inquiry
and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: February 23, 2017
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CEVIAN CAPITAL II GP LIMITED
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By:
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/s/ Denzil Boschat
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Name:
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Denzil Boschat
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Title:
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Director
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