UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 20)
Phibro Animal Health Corporation
(Name of Issuer)
Class A Common Stock, par value $0.0001 per
share
(Title of Class of Securities)
71742Q 106
(CUSIP Number)
c/o Jack C. Bendheim
Phibro Animal Health Corporation
Glenpointe Centre East, 3rd Fl.
300 Frank W. Burr Blvd., Ste 21
Teaneck, NJ 07666-6712
(201) 329-7300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 12, 2024
(Date of Event which Requires Filing of this Statement)
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. ¨
Note: Schedules filed
in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
*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 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).
| CUSIP No. 71742Q 106 | | Page 2 |
| 1 |
NAMES OF REPORTING PERSONS |
| BFI Co., LLC |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) |
| (a) |
¨ |
| (b) |
¨ |
| 3 |
SEC USE ONLY |
| 4 |
SOURCE OF FUNDS (see instructions) |
| OO |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
| Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER |
| |
| 8 |
SHARED VOTING POWER |
| 20,225,514(1) |
| 9 |
SOLE DISPOSITIVE POWER |
| |
| 10 |
SHARED DISPOSITIVE POWER |
| 20,225,514(1) |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 20,225,514(1) |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) |
¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 49.9%(2) |
| 14 |
TYPE OF REPORTING PERSON |
| HC |
| |
|
|
|
|
|
| (1) | The Reporting Person holds 59,480 shares of Class A Common Stock, par
value $0.0001 per share (“Class A Common Stock”), and 20,166,034 shares of Class B Common Stock, par value $0.0001 per share
(“Class B Common Stock”) as of February 12, 2024. Class B Common Stock is convertible into Class A Common Stock at any time
after issuance on a one-for-one basis, and has no expiration date. Class B Common Stock has economic rights identical to Class A Common
Stock and entitles the record holder to ten (10) votes per share of Class B Common Stock on all matters to be voted on by stockholders
generally. Class A Common Stock entitles the record holder to one (1) vote per share of Class A Common Stock. |
| CUSIP No. 71742Q 106 | | Page 3 |
| 1 |
NAMES OF REPORTING PERSONS |
| Jack C. Bendheim |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) |
| (a) |
¨ |
| (b) |
¨ |
| 3 |
SEC USE ONLY |
| 4 |
SOURCE OF FUNDS (see instructions) |
| OO |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
| United States of America |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER |
| |
| 8 |
SHARED VOTING POWER |
| 20,225,514(1) |
| 9 |
SOLE DISPOSITIVE POWER |
| |
| 10 |
SHARED DISPOSITIVE POWER |
| 20,225,514(1) |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 20,225,514(1) |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) |
¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 49.9%(2) |
| 14 |
TYPE OF REPORTING PERSON |
| IN |
| |
|
|
|
|
|
| (1) | The securities are directly held by BFI Co., LLC. Mr. Bendheim exercises
voting and dispositive power over BFI Co., LLC and may be deemed to have shared voting and investment power over the securities held by
BFI Co., LLC. Mr. Bendheim may be deemed to be the beneficial owner of 59,480 shares of Class A Common Stock and 20,166,034 shares of
Class B Common Stock as of February 12, 2024. Class B Common Stock has economic rights identical to Class A Common Stock and entitles
the record holder to ten (10) votes per share of Class B Common Stock on all matters to be voted on by stockholders generally. Class A
Common Stock entitles the record holder to one (1) vote per share of Class A Common Stock. Mr. Bendheim disclaims beneficial ownership
of these securities except to the extent of his pecuniary interest therein. |
Item 1. Security and Issuer
Item 1 of the Schedule 13D (defined below) is hereby
supplemented as follows:
This Amendment No. 20 to Schedule 13D (this “Amendment”)
relates to the Class A Common Stock of Phibro Animal Health Corporation, a Delaware corporation (the “Issuer”) beneficially
owned by the Reporting Persons. This Amendment is being filed by each of the Reporting Persons to amend the Schedule 13D (the “Schedule
13D”) which was originally filed on April 29, 2014 and amended by that certain Amendment No. 1 to Schedule 13D, filed August 11,
2014, that certain Amendment No. 2 to Schedule 13D, filed March 24, 2015, that certain Amendment No. 3 to Schedule 13D, filed August 4,
2015, that certain Amendment No. 4 to Schedule 13D, filed November 2, 2015, that certain Amendment No. 5 to Schedule 13D, filed March
23, 2016, that certain Amendment No. 6 to Schedule 13D, filed May 30, 2017, that certain Amendment No. 7 to Schedule 13D, filed June 23,
2017, that certain Amendment No. 8 to Schedule 13D, filed July 14, 2017, that certain Amendment No. 9 to Schedule 13D, filed December
26, 2017, that certain Amendment No. 10 to Schedule 13D, filed June 26, 2018, that certain Amendment No. 11 to Schedule 13D, filed September
17, 2018, that certain Amendment No. 12 to Schedule 13D, filed June 26, 2019, that certain Amendment No. 13 to Schedule 13D, filed December
20, 2019, that certain Amendment No. 14 to Schedule 13D, filed June 8, 2020, that certain Amendment No. 15 to Schedule 13D, filed December
15, 2020, that certain Amendment No. 16 to Schedule 13D, filed June 25, 2021, that certain Amendment No. 17 to Schedule 13D, filed May
25, 2022, that certain Amendment No. 18 to Schedule 13D, filed December 16, 2022 and that certain Amendment No. 19 to Schedule 13D, filed
June 6, 2023. Except as otherwise set forth herein, this Amendment does not modify any of the information previously reported by the Reporting
Persons in the Schedule 13D.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby supplemented
as follows:
On February 12, 2024, BFI Co., LLC (“BFI”)
entered into a Rule 10b5-1 sales plan (the “Sales Plan”) with Goldman, Sachs & Co. LLC (“Broker”) pursuant
to which Broker is authorized and directed to sell on behalf of BFI up to 528,000 shares of Class A Common Stock through November 15,
2024, subject to satisfaction of certain conditions, including among others, minimum sale price and limit on the number of shares that
can be sold on a single trading day. All transactions under the Sales Plan are to be made in accordance with the terms and conditions
of the Sales Plan. The Sales Plan was adopted to enable BFI to sell a modest portion of its shares of Class A Common Stock (and Class
B Common Stock that BFI converts to Class A Common Stock). By using a Rule 10b5-1 Sales Plan, BFI can diversify its investment portfolio
over an extended period of time. The Sales Plan became effective as of February 12, 2024 and shall terminate on the earliest of (a) November
15, 2024, (b) the date on which all transactions under the Sales Plan are completed, (c) the date Broker reasonably determines that: (i)
the Sales Plan does not comply with Rule 10b5-1(c) or other applicable laws, (ii) BFI has not complied with the Sales Plan, or (iii) BFI’s
representations or warranties in the Sales Plan are not true and correct, or BFI can no longer make such representations and warranties,
(d) the date Broker receives notice of the death, dissolution, liquidation, bankruptcy or insolvency of BFI or the Issuer, (e) the date
Broker receives notice of the closing of a merger, recapitalization, acquisition, tender or exchange offer, or other business combination
or reorganization resulting in the exchange or conversion of the shares of the Issuer into shares of another company, (f) the date the
stock of the Issuer is no longer listed on a national securities exchange or (g) the date that the Broker receives notice in writing of
termination of the Sales Plan from BFI in the form specified in the Sales Plan with the written acknowledgement of the Issuer. The first
possible trade date under the Sales Plan is May 13, 2024. As of February 12, 2024, if all shares covered by the Sales Plan are sold, BFI
will continue to hold 59,480 shares of Class A Common Stock and 19,638,034 shares of Class B Common Stock, which are exchangeable for
19,638,034 shares of Class A Common Stock.
Except as described above, none of the Reporting
Persons currently has any plans or proposals which would be related to or would result in any of the matters described in Items 4(a)-(j)
of Schedule 13D. However, as part of the ongoing evaluation of investment alternatives, the Reporting Persons may consider such matters
and, subject to applicable law, may formulate a plan with respect to such matters, and, from time to time, one or more Reporting Persons
may hold discussions with or make formal proposals to management or the Board of Directors of the Issuer or other third parties regarding
such matters as permitted by law.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended and
supplemented as follows:
The ownership percentages set forth below are based
on 20,337,574 shares of Class A Common Stock and 20,166,034 shares of Class B Common Stock outstanding as of February 2, 2024, as reported
in the Issuer’s Form 10-Q for the quarter ended December 31, 2023, filed on February 7, 2024.
(a) BFI
directly owns 59,480 shares of Class A Common Stock and 20,166,034 shares of Class B Common Stock as of February 12, 2024, representing
49.9% of the total number of shares of Class A Common Stock outstanding, assuming that all outstanding shares of Class B Common Stock
are converted into shares of Class A Common Stock. As the Class A Manager of BFI, Jack C. Bendheim may be deemed to beneficially own the
59,480 shares of Class A Common Stock and 20,166,034 shares of Class B Common Stock owned by BFI. Mr. Bendheim disclaims beneficial ownership
of these securities except to the extent of his pecuniary interest therein.
(b) Jack
C. Bendheim has the sole authority to vote all of the common stock of the Issuer owned by BFI and, together with certain other family
members, is the manager of BFI with respect to the economic rights pertaining to such common stock of the Issuer owned by BFI.
(c) There
were no transactions in securities of the Issuer beneficially owned by the Reporting Persons in the last sixty days.
(d) Other
than the Reporting Persons, no other person is known to have the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the Reporting Persons’ securities.
(e) Not
applicable.
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.
February 14, 2024
| |
/s/ Jack C. Bendheim |
| |
Jack C. Bendheim |
| |
|
| |
BFI CO., LLC |
| |
|
| |
By: |
/s/ Jack C. Bendheim |
| |
|
Name: |
Jack C. Bendheim |
| |
|
Title: |
Class A Manager |
Phibro Animal Health (NASDAQ:PAHC)
Historical Stock Chart
From Mar 2024 to Apr 2024
Phibro Animal Health (NASDAQ:PAHC)
Historical Stock Chart
From Apr 2023 to Apr 2024
