SC 13D/A
Schedule 13D/A
Amendment No. 2
ITEM 1. SECURITY AND
ISSUER
This Statement on Schedule 13D relates to the common stock, par value $0.01 per share (the Common Stock), of OneMain Holdings, Inc.
(the Issuer). The principal executive offices of the Issuer are located at 601 N.W. Second Street, Evansville, IN 47708.
This Amendment
No. 3 (Amendment No. 3) amends and supplements the Schedule 13D filed by the Reporting Persons on Schedule 13D filed by the Reporting Persons on July 3, 2018, as amended by Amendment No. 1 thereto filed on
February 20, 2020 and Amendment No. 2 thereto filed on February 18, 2021 (as so amended by this Amendment No. 3, the Schedule 13D). This Amendment No. 3 is filed to reflect that on May 4, 2021, V-OMH II, L.P. (V-OMH) sold 1,901,638 shares of the Issuers Common Stock in an underwritten offering, as described below.
Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported on the Schedule 13D. Capitalized
terms used but not otherwise defined in this Amendment No. 3 shall have the meanings ascribed to them in the Schedule 13D.
ITEM 2. IDENTITY
AND BACKGROUND
No change.
ITEM 3. SOURCE AND
AMOUNT OF FUNDS OR OTHER CONSIDERATION
No change.
ITEM 4. PURPOSE OF TRANSACTION
No change.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5
of the Schedule 13D is hereby amended and restated in its entirety as follows:
Holdings and/or one or more of its subsidiaries are the record owners of
an aggregate of 36,537,500 shares of the Issuers Common Stock, which represents approximately 27.17% of the Issuers outstanding Common Stock. Through its interest in Holdings, InvestCo has a beneficial interest in 7,552,292 shares of
Issuers Common Stock, which represents approximately 5.62% of the outstanding shares of Issuers Common Stock. Each of Fund VI, VIP, VIP Offshore, Skyway, Fund XII, Credit Partners and SFLT own an interest in Uniform Topco LP. Uniform
InvestCo Holdings Sarl, a wholly- owned subsidiary of Uniform Topco LP, and InvestCo GP own 99.99% and 0.01%, respectively, of the outstanding partnership interests of InvestCo.
Each Reporting Person disclaims beneficial ownership of any shares of the Issuers Common Stock owned of record by Holdings and/or one or more of its
subsidiaries, in each case, except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that any such entity is the beneficial owner of or has any pecuniary interest in, such securities for purposes of
Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
(a) See also the information
contained on the cover pages of this Statement on Schedule 13D which is incorporated herein by reference. The percentage of Common Stock reported as beneficially owned by each Reporting Person is based on 134,477,096 shares of Common Stock
outstanding as of April 19, 2021, based upon information provided in the Form 10-Q filed by the Issuer with the SEC on April 27, 2021.
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