Amended Statement of Beneficial Ownership (sc 13d/a)

Date : 10/15/2019 @ 1:13PM
Source : Edgar (US Regulatory)
Stock : China XD Plastics Company Ltd (CXDC)
Quote : 1.88  0.001 (0.05%) @ 2:47PM

Amended Statement of Beneficial Ownership (sc 13d/a)



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13D
(Rule 13d-1 and Rule 13d-2)
Amendment No. 2
Under the Securities Exchange Act of 1934
China XD Plastics Company Limited
(Name of Issuer)
Common Stock, par value $0.0001
(Title of Class of Securities)
63945X103
(CUSIP Number)

Kara Fricke
Morgan Stanley
522 Fifth Avenue, 8th Floor
New York, NY 10036
USA
(212) 296-7947

with a copy to:

John E. Lange, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019-6064
(212) 373-3000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 15, 2019
(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), 13d-1(f) or 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 Section 240.13d-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. 63945X103
SC 13D
Page 2 

 
1
NAME OF REPORTING PERSONS
 
MORGAN STANLEY
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  ☒
(b)  ☐
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
WC, 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
 
0
8
SHARED VOTING POWER
 
16,000,000
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
16,002,100
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
16,002,100
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
23.90%*
 
14
TYPE OF REPORTING PERSON
 
HC, CO
 
 
*Percentage calculated based on 66,948,841 shares of Common Stock outstanding on an as-converted basis as of August 7, 2019, being the sum total of 16,000,000 shares of Common Stock into which MSPEA's Preferred Shares were mandatorily converted plus 50,948,841 shares of Common Stock outstanding as of August 7, 2019, as set forth in the Issuer's Quarterly Report on Form 10-Q for the three months ended June 30, 2019 filed with the Securities and Exchange Commission on August 14, 2019.
 

CUSIP No. 63945X103
SC 13D
Page 3 

 
1
NAME OF REPORTING PERSONS
 
MS HOLDINGS INCORPORATED
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  ☒
(b)  ☐
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
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
 
0
8
SHARED VOTING POWER
 
16,000,000
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
16,000,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
16,000,000
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
23.89%*
 
14
TYPE OF REPORTING PERSON
 
HC, CO
 
 
*Percentage calculated based on 66,948,841 shares of Common Stock outstanding on an as-converted basis as of August 7, 2019, being the sum total of 16,000,000 shares of Common Stock into which MSPEA's Preferred Shares were mandatorily converted plus 50,948,841 shares of Common Stock outstanding as of August 7, 2019, as set forth in the Issuer's Quarterly Report on Form 10-Q for the three months ended June 30, 2019 filed with the Securities and Exchange Commission on August 14, 2019.
 

CUSIP No. 63945X103
SC 13D
Page 4 

 
1
NAME OF REPORTING PERSONS
 
MORGAN STANLEY PRIVATE EQUITY ASIA III, INC.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  ☒
(b)  ☐
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
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
 
0
8
SHARED VOTING POWER
 
16,000,000
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
16,000,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
16,000,000
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
23.89%*
 
14
TYPE OF REPORTING PERSON
 
HC, CO
 
 
*Percentage calculated based on 66,948,841 shares of Common Stock outstanding on an as-converted basis as of August 7, 2019, being the sum total of 16,000,000 shares of Common Stock into which MSPEA's Preferred Shares were mandatorily converted plus 50,948,841 shares of Common Stock outstanding as of August 7, 2019, as set forth in the Issuer's Quarterly Report on Form 10-Q for the three months ended June 30, 2019 filed with the Securities and Exchange Commission on August 14, 2019.
 

CUSIP No. 63945X103
SC 13D
Page 5 

 
1
NAME OF REPORTING PERSONS
 
MORGAN STANLEY PRIVATE EQUITY ASIA III, L.L.C.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  ☒
(b)  ☐
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
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
 
0
8
SHARED VOTING POWER
 
16,000,000
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
16,000,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
16,000,000
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
23.89%*
 
14
TYPE OF REPORTING PERSON
 
OO
 
 
*Percentage calculated based on 66,948,841 shares of Common Stock outstanding on an as-converted basis as of August 7, 2019, being the sum total of 16,000,000 shares of Common Stock into which MSPEA's Preferred Shares were mandatorily converted plus 50,948,841 shares of Common Stock outstanding as of August 7, 2019, as set forth in the Issuer's Quarterly Report on Form 10-Q for the three months ended June 30, 2019 filed with the Securities and Exchange Commission on August 14, 2019.
 

 
CUSIP No. 63945X103
SC 13D
Page 6 

 
1
NAME OF REPORTING PERSONS
 
NORTH HAVEN PRIVATE EQUITY ASIA III, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)  ☒
(b)  ☐
 
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
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
 
CAYMAN ISLANDS
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
16,000,000
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
16,000,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
16,000,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
23.89%*
 
14
TYPE OF REPORTING PERSON
 
PN
 
 
*Percentage calculated based on 66,948,841 shares of Common Stock outstanding on an as-converted basis as of August 7, 2019, being the sum total of 16,000,000 shares of Common Stock into which MSPEA's Preferred Shares were mandatorily converted plus 50,948,841 shares of Common Stock outstanding as of August 7, 2019, as set forth in the Issuer's Quarterly Report on Form 10-Q for the three months ended June 30, 2019 filed with the Securities and Exchange Commission on August 14, 2019.
 

 
CUSIP No. 63945X103
SC 13D
Page 7 

 
1
NAME OF REPORTING PERSONS
 
NORTH HAVEN PRIVATE EQUITY ASIA EMPLOYEE INVESTORS III, L.P.
(F/K/A MORGAN STANLEY PRIVATE EQUITY ASIA EMPLOYEE INVESTORS III, L.P.)
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  ☒
(b)  ☐
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
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
 
CAYMAN ISLANDS
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
16,000,000
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
16,000,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
16,000,000
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
23.89%*
 
14
TYPE OF REPORTING PERSON
 
PN
 
 
*Percentage calculated based on 66,948,841 shares of Common Stock outstanding on an as-converted basis as of August 7, 2019, being the sum total of 16,000,000 shares of Common Stock into which MSPEA's Preferred Shares were mandatorily converted plus 50,948,841 shares of Common Stock outstanding as of August 7, 2019, as set forth in the Issuer's Quarterly Report on Form 10-Q for the three months ended June 30, 2019 filed with the Securities and Exchange Commission on August 14, 2019.
 

CUSIP No. 63945X103
SC 13D
Page 8 

 
1
NAME OF REPORTING PERSONS
 
MORGAN STANLEY PRIVATE EQUITY ASIA III HOLDINGS (CAYMAN) LTD
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  ☒
(b)  ☐
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
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
 
CAYMAN ISLANDS
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
16,000,000
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
16,000,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
16,000,000
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
23.89%*
 
14
TYPE OF REPORTING PERSON
 
OO
 
 
*Percentage calculated based on 66,948,841 shares of Common Stock outstanding on an as-converted basis as of August 7, 2019, being the sum total of 16,000,000 shares of Common Stock into which MSPEA's Preferred Shares were mandatorily converted plus 50,948,841 shares of Common Stock outstanding as of August 7, 2019, as set forth in the Issuer's Quarterly Report on Form 10-Q for the three months ended June 30, 2019 filed with the Securities and Exchange Commission on August 14, 2019.

CUSIP No. 63945X103
SC 13D
Page 9 

 
1
NAME OF REPORTING PERSONS
 
MSPEA MODIFIED PLASTICS HOLDING LIMITED
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  ☒
(b)  ☐
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
AF
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
CAYMAN ISLANDS
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
16,000,000
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
16,000,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
16,000,000
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
23.89%*
 
14
TYPE OF REPORTING PERSON
 
OO
 
*Percentage calculated based on 66,948,841 shares of Common Stock outstanding on an as-converted basis as of August 7, 2019, being the sum total of 16,000,000 shares of Common Stock into which MSPEA's Preferred Shares were mandatorily converted plus 50,948,841 shares of Common Stock outstanding as of August 7, 2019, as set forth in the Issuer's Quarterly Report on Form 10-Q for the three months ended June 30, 2019 filed with the Securities and Exchange Commission on August 14, 2019.
 

 
CUSIP No. 63945X103
SC 13D
Page 10  
 
TABLE OF CONTENTS
 
Introductory note
 
Item 2.
Identity and Background
 
Item 3.
Source and Amount of Funds or Other Consideration
 
Item 4.
Purpose of Transaction
 
Item 5.
Interest in Securities of the Issuer
 
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
 
Item 7.
Material to be Filed as Exhibits
                          
SCHEDULES
A
B
C
SIGNATURES
EXHIBIT INDEX
EX−99.10
EX−99.11
 
 
 
 

CUSIP No. 63945X103
SC 13D
Page 11 
 

INTRODUCTORY NOTE.
The following constitutes Amendment No. 2 (the “Amendment”) to the Schedule 13D filed by the undersigned with the Securities and Exchange Commission on September 30, 2011, as amended by Amendment No. 1 filed by the undersigned with the SEC on February 16, 2017 (the “Amended Schedule 13D”) relating to the common stock, par value $0.0001 per share (the “Common Stock”) of China XD Plastics Company Limited, a Nevada corporation (the “Issuer”).  This Amendment amends, and, with respect to certain information set forth herein, supersedes the Amended Schedule 13D.  Unless otherwise stated herein, the Amended Schedule 13D remains in full force and effect.  Terms used therein and not defined herein have the meanings ascribed thereto in the Amended Schedule 13D.
Item 2. Identity and Background
The response set forth in Item 2 of the Amended Schedule 13D is hereby amended and supplemented by the following.
 
Pursuant to a Written Notice delivered by the Issuer to MSPEA on September 30, 2019, the 16,000,000 Series D Preferred Stock then held by MSPEA were mandatorily converted into 16,000,000 shares of Common Stock on September 30, 2019 (the “Mandatory Conversion”).
 
The name, business address, present principal occupation or employment and citizenship of each director and executive officer of MS Parent, MS Holdings, MS Inc, MSPEA Holdings and MSPEA, and the name, business address, present principal occupation or employment and citizenship of each executive officer of MS LLC, NH LP and MS Employee are set forth in Schedule A attached hereto and incorporated herein by reference.
 
During the last five years, none of the Reporting Persons, nor, to the knowledge of the Reporting Persons, any of the persons listed on Schedule A attached hereto and incorporated herein by reference, has been (1) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws, other than, in the case of clause (2), as described in Schedule B attached hereto and incorporated herein by reference.
Item 3. Source and Amount of Funds or Other Consideration.
The response set forth in Item 3 of the Amended Schedule 13D is hereby amended and supplemented by adding the following at the end thereof.
 
The responses set forth in Item 2 of this Amendment are incorporated herein by reference in their entirety.
 
The funds for Additional Shares purchased after the date of the Amended Schedule 13D which are held in client accounts with respect to which MS Parent or a subsidiary of MS Parent or their employees have investment or voting discretion came from client funds.
 

CUSIP No. 63945X103
SC 13D
Page 12 
 
 
Item 4. Purpose of Transaction.
The response set forth in Item 4 of the Amended Schedule 13D is hereby amended and restated in its entirety as follows.

The Reporting Persons originally acquired the Preferred Shares for investment purposes.  MS Reporting Units (as defined in Item 5) acquired the Additional Shares for investment purposes.

On February 16, 2017, MSPEA entered into a consortium agreement (the “Consortium Agreement”) with Jie Han (“Mr. Han”) and XD Engineering Plastics Company Limited (“XD. Engineering” and, together with Mr. Han and MPSEA, the “Consortium”), pursuant to which the Consortium agreed to cooperate in good faith to acquire all of the outstanding capital stock of the Issuer other than those shares (the “Consortium Shares”) beneficially owned by the members of the Consortium or their affiliates, through a going-private transaction (the “Transaction”).
 
On February 16, 2017, the Consortium submitted a preliminary, non-binding letter (the “Initial Letter”) to the Issuer’s board of directors (the “Board”).  In the Initial Letter, the Consortium outlined its proposal (“Proposal”) for the Transaction.  Under the Proposal, members of the Consortium proposed to acquire, through an acquisition vehicle to be formed by them, all of the outstanding capital stock of the Issuer (other than the Consortium Shares which will be rolled over in connection with the Transaction) for US$5.21 per share in cash.  The Proposal also provides that, among other things, the Consortium intended to (a) conduct customary legal, financial and accounting due diligence on the Issuer and (b) negotiate and execute definitive agreements with respect to the Transaction.  In the Proposal, members of the Consortium also stated that they expected that the Board would evaluate the Proposal independently before it could make its determination whether to endorse it.

Pursuant to its terms, the Consortium Agreement terminated on the date six months after the date thereof. However, the members of the Consortium treated the Proposal as remaining outstanding.

As a result of the Mandatory Conversion (by reason of the terms of the Series D Preferred Stock), the term of office of MPSEA’s two designees on the Board, Homer Sun and Ryan Law, was automatically terminated on September 30, 2019.  On October 14, 2019, MSPEA sent a letter (the "Proposal Withdrawal Letter") to the Board informing the Board that it no longer intended to participate in the Consortium and no longer intended to participate in the Transaction.  Concurrently with sending the Proposal Withdrawal Letter, MSPEA sent a letter (the "Consortium Withdrawal Letter") to the other members of the Consortium informing them that it no longer intended to participate in the Consortium and no longer intended to participate in the Transaction.

References to the Consortium Agreement and the Initial Letter in this Amendment are qualified in their entirety by reference to the Consortium Agreement and the Initial Letter themselves, which were attached to the Amended Schedule 13D as Exhibit 99.8 and Exhibit 99.9, respectively, and are incorporated by reference as if set forth in their entirety. References to the Proposal Withdrawal Letter and the Consortium Withdrawal Letter are qualified in their entirety by reference to the Proposal Withdrawal Letter and Consortium Withdrawal Letter themselves, which are attached to this Amendment as Exhibit 99.10 and Exhibit 99.11 and are incorporated by reference as if set forth in their entirety.

The Reporting Persons reserve their right to change their plans and intentions in connection with any of the actions discussed in this Item 4.  Any action taken by the Reporting Persons may be effected at any time or from time to time, subject to any applicable limitations imposed thereon by any applicable laws.

CUSIP No. 63945X103
SC 13D
Page 13 
 
 
Depending on various factors, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate, and,  as a consequence, may, from time to time, dispose of some or all of their Common Stock, engage in short−selling or hedging or similar transactions with respect to the  Common Stock, and/or continue to hold Common Stock.

Except as set forth herein, the Reporting Persons have no present plan or proposal that would relate to or would result in any of the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
The response set forth in Item 5 of the Amended Schedule 13D is hereby amended and restated in its entirety as follows.

The following disclosure assumes that there are 66,948,841 shares of Common Stock as of September 30, 2019, being the sum total of 16,000,000 shares of Common Stock into which MSPEA's Preferred Shares were converted plus 50,948,841 shares of Common Stock outstanding as of August 7, 2019, as set forth in the Issuer's Quarterly Report on Form 10-Q for the three months ended June 30, 2019 filed with the Securities and Exchange Commission on August 14, 2019, and all calculations of beneficial ownership are made using this total.

MS Reporting Units hold 2,100 Additional Shares, or 0.003% of the outstanding Common Stock.  Neither the filing of this Amendment nor any of its contents shall be deemed to constitute an admission by MS Reporting Units that they are the beneficial owners of any Common Stock held in any client accounts for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.

By virtue of relationships reported in Item 2, each of the Reporting Persons may be deemed to have shared voting and dispositive power with respect to 16,000,000 shares of Common Stock owned by MSPEA, which, based on calculations made in accordance with Rule 13d-3 promulgated under the Exchange Act, constitutes approximately 23.89% of the outstanding Common Stock.  Taken together, the Additional Shares and the shares of Common Stock held by MSPEA constitute approximately 23.90% of the outstanding Common Stock.  Neither the filing of this Amendment nor any of its contents shall be deemed to constitute an admission by any Reporting Person that it is the beneficial owner of any Additional Shares for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.
 
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
 
The response set forth in Item 6 of the Amended Schedule 13D is hereby amended and restated in its entirety.

The responses set forth in Item 4 of this Amendment are incorporated herein by reference in their entirety.

Consortium Agreement.  Pursuant to its terms, the Consortium Agreement terminated on the date six months after the date thereof.  However, the members of the Consortium treated the Proposal as remaining outstanding.  MSPEA no longer intends to participate in the Consortium and no longer intends to participate in the Transaction.
 

CUSIP No. 63945X103
SC 13D
Page 15 
 
Item 7. Material to be Filed as Exhibits.
The response set forth in Item 7 of the Amended Schedule 13D is hereby amended and supplemented by adding the following at the end thereof.
 
 


SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment is true, complete and correct.
Dated: October 15, 2019
 
MORGAN STANLEY
 
       
 
By:
/s/ Stefanie Chang Yu  
   
Name:
Stefanie Chang Yu
 
   
Title:
Authorized Signatory
 
     
     
 
MS HOLDINGS INCORPORATED
 
       
 
By:
/s/ Christopher H. Norris  
   
Name:
Christopher H. Norris
 
   
Title:
Director / President
 
     
     
 
MORGAN STANLEY PRIVATE EQUITY ASIA III, INC.
 
       
 
By:
/s/ David N. Miller  
   
Name:
David N. Miller
 
   
Title:
Director / President / Managing Director
 
     
     
 
MORGAN STANLEY PRIVATE EQUITY ASIA III, L.L.C.
 
       
 
By:
Morgan Stanley Private Equity Asia III, Inc., its managing member
 
         
       
 
By:
/s/ David N. Miller    
   
Name:
David N. Miller
 
   
Title:
President
 
     
     
 
NORTH HAVEN PRIVATE EQUITY ASIA III, L.P.
 
       
 
By:
Morgan Stanley Private Equity Asia III, L.L.C., its general partner
 
       
 
By:
Morgan Stanley Private Equity Asia III, Inc., its managing member
 
       
 
By:
/s/ David N. Miller  
   
Name:
David N. Miller
 
   
Title:
President
 
 
[Signature Page to Amendment 2 to Schedule 13D]

 
 
NORTH HAVEN PRIVATE EQUITY ASIA EMPLOYEE INVESTORS III, L.P.
 
       
 
By:
Morgan Stanley Private Equity Asia III, L.L.C., its general partner
 
         
 
By:
Morgan Stanley Private Equity Asia III, Inc. its managing member,
 
         
 
By:
/s/ David N. Miller  
   
Name:
David N. Miller
 
   
Title:
President
 
     
     
 
MORGAN STANLEY PRIVATE EQUITY ASIA III HOLDINGS (CAYMAN) LTD
 
       
 
By:
/s/ Ivan John Sutlic  
   
Name:
Ivan John Sutlic
 
   
Title:
Director
 
     
     
 
MSPEA MODIFIED PLASTICS HOLDING LIMITED
 
       
 
By:
/s/ Ivan John Sutlic  
   
Name:
Ivan John Sutlic
 
   
Title:
Director
 

 
 
 
[Signature Page to Amendment 2 to Schedule 13D]

 
 

SCHEDULE A
EXECUTIVE OFFICERS AND DIRECTORS OF
MORGAN STANLEY
 
The names of the directors and the names and titles of the executive officers of Morgan Stanley (“MS”) and their principal occupations are set forth below. The business address of each of the directors or executive officers is that of MS at 1585 Broadway, New York, New York 10036. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to MS and each individual is a United States citizen.
 
Name
Title
   
*James P. Gorman1
Chairman of the Board and Chief Executive Officer
   
*Elizabeth Corley2
Director
   
*Alistair Darling3
Director
   
*Thomas H. Glocer
Director
   
*Nobuyuki Hirano4
Chairman of Mitsubishi UFJ Financial Group, Inc.
   
*Robert H. Herz
President, Robert H. Herz LLC
   
*Stephen J. Luczo
Chairman of Seagate Technology
   
*Jami Miscik
Chief Executive Officer and Vice Chair, Kissinger Associates, Inc.
   
*Dennis M. Nally
Director
   
*Takeshi Ogasawara5
Advisor to MUFG Bank, Ltd.
   
*Hutham S. Olayan
Chair, Principal and Director of The Olayan Group
   
*Mary L. Schapiro
Director
   
*Perry M. Traquina
Director
   
*Rayford Wilkins, Jr.
Director
   
Jeffrey S. Brodsky
Executive Vice President and Chief Human Resources Officer
   
Eric F. Grossman
Executive Vice President and Chief Legal Officer
   
Keishi Hotsuki6
Executive Vice President and Chief Risk Officer
   
Jonathan M. Pruzan
Executive Vice President and Chief Financial Officer
   
Daniel A. Simkowitz
Head of Investment Management
 
1  Dual citizenship – Australia and United States
2  Citizenship – England
3  Citizenship – England
4  Citizenship – Japan
5  Citizenship – Japan
6  Citizenship – Japan
*  Director

SCHEDULE A
EXECUTIVE OFFICERS AND DIRECTORS OF MS HOLDINGS INCORPORATED

The names of the directors and the names and titles of the executive officers of MS Holdings Incorporated and their principal occupations are set forth below.  The business address of each of the directors or executive officers is as provided below. Unless otherwise indicated, each individual is a United States citizen and each occupation set forth opposite an individual’s name refers to MS Holdings Incorporated.
 

Name
 
Title
 
Address
         
Susan Louise Ludwigson
 
Director
 
1221 Avenue of the Americas, New York 10020, United States
         
Christopher H. Norris
 
Director and President
 
1585 Broadway, New York, New York 10036, United States
         
Terence Avella
 
Vice President
 
1221 Avenue of the Americas, New York 10020, United States
         
Katherine Clune
 
Assistant Treasurer
 
1585 Broadway, New York, New York 10036, United States
         
Robert J. Creaney
 
Vice President
 
440 South LaSalle St., One Financial Place, Chicago, Illinois 60605, United States
         
Margaret T. Dugan
 
Assistant Secretary
 
1633 Broadway, New York, New York 10019, United States
         
Elisabeth Fedyna
 
Assistant Treasurer
 
1585 Broadway, New York, New York 10036, United States
         
Aaron Guth
 
Secretary
 
1633 Broadway, New York, New York 10019, United States
         
Christina Huffman
 
Vice President
 
1633 Broadway, New York, New York 10019, United States
         
Jason Koenig
 
Vice President
 
522 Fifth Avenue, New York, New York 10036, United States
         
Craig Krasinski
 
Vice President
 
100 Front Street, West Conshohocken, Pennsylvania 19428, United States
         
Noel C. Langlois
 
Vice President
 
100 Front Street, West Conshohocken, Pennsylvania 19428, United States
         
Tushar Mehta
 
Vice President
 
1221 Avenue of the Americas, New York 10020, United States
         
Andrew C. Onslow
 
Vice President
 
522 Fifth Avenue, New York, New York 10036, United States
         
Humberto Reboredo
 
Vice President
 
1221 Avenue of the Americas, New York 10020, United States
         
Sheri Lynn Schreck
 
Vice President
 
522 Fifth Avenue, New York NY 10036, United States
         
Kevin J.W. Sheehan
 
Assistant Treasurer
 
1585 Broadway, New York, New York 10036, United States
         
Jacob E. Tyler
 
Assistant Secretary
 
1633 Broadway, New York, New York 10019, United States
         
Robert A. Vesey
 
Treasurer
 
1585 Broadway, New York NY 10036, United States
 

SCHEDULE A

EXECUTIVE OFFICERS AND DIRECTORS OF MORGAN STANLEY
PRIVATE EQUITY ASIA III, INC.

The names of the directors and the names and titles of the executive officers of Morgan Stanley Private Equity Asia III, Inc. and their principal occupations are set forth below.  The business address of each of the directors or executive officers is as provided below.  Unless otherwise indicated, each individual is a United States citizen and each occupation set forth opposite an individual’s name refers to Morgan Stanley Private Equity Asia III, Inc.
 
 Name
 
Title
 
Address
 
 
 
 
 
Hsuan Chin Chou
 
Director
 
International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong
         
David N. Miller
 
Director & President & Managing Director
 
1585 Broadway, New York, New York 10036, United States
         
John J. Moon
 
Director
 
1585 Broadway, New York, New York 10036, United States
         
Joshua Balik-Klein
 
Vice President
 
1585 Broadway, New York, New York 10036, United States
         
Daniel A. Bleeker
 
Vice President & Assistant Secretary
 
1633 Broadway, New York, New York 10019, United States
         
Judy Choi
 
Executive Director
 
1585 Broadway, New York, New York 10036, United States
         
Karen Cohen
 
Vice President
 
1585 Broadway, New York, New York 10036, United States
         
Emrah Ertamay
 
Vice President
 
750 Seventh Avenue, New York, New York 10019, United States
         
Rich Eskra
 
Vice President
 
440 South LaSalle St., One Financial Place, Chicago, Illinois 60605, United States
         
Jason Hirsch
 
Vice President
 
1221 Avenue of the Americas, New York NY 10020, United States
         
Kasia Mello
 
Vice President
 
1585 Broadway, New York, New York 10036, United States
         
Dmitriy Muchnik
 
Vice President
 
1585 Broadway, New York, New York 10036, United States
         
Christopher H. Norris
 
Vice President
 
1585 Broadway, New York, New York 10036, United States
         
Joseph Giovanniello
 
Vice President
 
750 Seventh Avenue, New York, New York 10019, United States
         
Anita Rios
 
Treasurer
 
1585 Broadway, New York, New York 10036, United States
         
Kara Fricke
 
Vice President & Secretary
 
522 Fifth Avenue, New York, New York 10036, United States
         
Mohammad Ali Sheikh
 
Vice President
 
750 Seventh Avenue, New York, New York 10019, United States
         
Robert J. Creaney
 
Vice President
 
440 South LaSalle St., Chicago, Illinois 60605, United States
         
Carlos A. Santiago
 
Vice President
 
522 Fifth Avenue, New York, New York 10036, United States
       
Giselle Lopez-Velasco
 
Vice President
 
1221 Avenue of the Americas, New York, New York 10020, United States
         
Fred (Feng) Wang
 
Assistant Treasurer
 
1585 Broadway, New York, New York 10036, United States
         
Amy Yeung
 
Vice President
 
750 Seventh Avenue, New York, New York 10019, United States
 

 
SCHEDULE A
EXECUTIVE OFFICERS OF MORGAN STANLEY
PRIVATE EQUITY ASIA III, L.L.C.
 
 
The managing member of Morgan Stanley Private Equity Asia III, L.L.C. is Morgan Stanley Private Equity Asia III, Inc.  Morgan Stanley Private Equity Asia III, L.L.C. does not have officers or directors.
 
 
 

SCHEDULE A
EXECUTIVE OFFICERS OF NORTH HAVEN PRIVATE EQUITY ASIA III, L.P.
 
The general partner of North Haven Private Equity Asia III, L.P. is Morgan Stanley Private Equity Asia III, L.L.C.  North Haven Private Equity Asia III, L.P. does not have executive officers or directors.
 
 
 

SCHEDULE A
EXECUTIVE OFFICERS AND DIRECTORS OF
NORTH HAVEN PRIVATE EQUITY ASIA EMPLOYEE INVESTORS III, L.P. 
 
The managing member of North Haven Private Equity Asia Employee Investors III, L.P. (f/k/a Morgan Stanley Private Equity Asia Employee Investors III, L.P.) is Morgan Stanley Private Equity Asia III, L.L.C.  Morgan Stanley Private Equity Asia Employee Investors III, L.P. does not have executive officers or directors.
 
 
 

SCHEDULE A
EXECUTIVE OFFICERS AND DIRECTORS OF MORGAN STANLEY
PRIVATE EQUITY ASIA III HOLDINGS (CAYMAN) LTD
 
The name of the director and the names and titles of the executive officer of Morgan Stanley Private Equity Asia III Holdings (Cayman) Ltd and their principal occupations are set forth below.  The business address of each of the director or executive officer is also set forth below.  Unless otherwise indicated, each individual is a United States citizen and each occupation set forth opposite an individual’s name refers to Morgan Stanley Private Equity Asia III Holdings (Cayman) Ltd.
 
Name
 
Title
 
Address
         
Christopher H. Norris
 
Vice President
 
1585 Broadway, New York, New York 10036, United States
         
Robert J. Creaney
 
Assistant Treasurer
 
440 South LaSalle St., One Financial Place, Chicago, Illinois 60605, United States
         
Anita Rios
 
Assistant Treasurer
 
1585 Broadway, New York, New York 10036, United States
         
Ivan John Sutlic*
 
Director
 
108 Roxborough Street, Prospect, Grand Cayman, Cayman Islands
         
Jason Hirsch
 
Vice President and Assistant Treasurer
 
1221 Avenue of the Americas, New York, New York 10020, United States

* Citizenship - Canadian
 
 

SCHEDULE A
EXECUTIVE OFFICERS AND DIRECTORS OF
MSPEA MODIFIED PLASTICS HOLDING LIMITED
 
The name of the director and the names and titles of the executive officer of MSPEA Modified Plastics Holding Limited and their principal occupations are set forth below.  The business address of each of the director or executive officer is also set below.  Unless otherwise indicated, each individual is a United States citizen and each occupation set forth opposite an individual’s name refers to MSPEA Modified Plastics Holding Limited.

Name
 
Title
 
Address
         
Robert J. Creaney
 
Assistant Treasurer
 
440 South LaSalle St., One Financial Place, Chicago, Illinois 60605, United States
         
Anita Rios
 
Assistant Treasurer
 
1585 Broadway, New York, New York 10036, United States
         
Jason Hirsch
 
Assistant Treasurer
 
1221 Avenue of the Americas, New York, New York 10020, United States
         
Ivan John Sutlic*
 
Director
 
108 Roxborough Street, Prospect, Grand Cayman, Cayman Islands
         
Homer Sun
 
Director
 
International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong

* Citizenship - Canadian
 

SCHEDULE B

LEGAL PROCEEDINGS

Unless the context otherwise requires, the term “Morgan Stanley” means Morgan Stanley and its consolidated subsidiaries. Morgan Stanley & Co. LLC (“MS&Co.”) and Morgan Stanley Smith Barney LLC (“MSSB LLC”), referenced below, are Morgan Stanley’s primary U.S. broker-dealers.
 
(a) In October 2014, the Illinois Attorney General’s Office (“ILAG”) sent a letter to Morgan Stanley alleging that Morgan Stanley knowingly made misrepresentations related to Residential Mortgage Backed Securities purchased by certain pension funds affiliated with the State of Illinois and demanding that Morgan Stanley pay ILAG approximately $88 million.  On February 10, 2016, Morgan Stanley and ILAG reached an agreement to resolve the matter.
 
(b) On January 13, 2015, the New York Attorney General’s Office (“NYAG”) indicated that it intended to file a lawsuit related to approximately 30 subprime securitizations sponsored by Morgan Stanley.  NYAG indicated that the lawsuit would allege that Morgan Stanley misrepresented or omitted material information related to the due diligence, underwriting and valuation of the loans in the securitizations and the properties securing them and indicated that its lawsuit would be brought under the Martin Act.  On February 10, 2016, Morgan Stanley and NYAG reached an agreement to resolve the matter.
 
(c) On February 10, 2016, Morgan Stanley reached an agreement with the United States Department of Justice, Civil Division and the United States Attorney’s Office for the Northern District of California, Civil Division (collectively, the “Civil Division”) to pay $2.6 billion to resolve certain claims that the Civil Division indicated it intended to bring against Morgan Stanley.
 
In addition, MS&Co. has been involved in a number of civil proceedings and regulatory actions which concern matters arising in connection with the conduct of its business. Certain of such proceedings have resulted in findings of violation of federal or state securities laws. Such proceedings are reported and summarized in the MS&Co. Form BD filed with the SEC, which descriptions are hereby incorporated by reference. The MSSB LLC Form BD filed with the SEC is also hereby incorporated by reference.
 

SCHEDULE C
TRANSACTIONS IN THE COMMON STOCK OF THE ISSUER
DURING THE PAST 60 DAYS
 
The following table sets forth transactions in shares of Common Stock of the Issuer by the MS Reporting Units whose beneficial ownership is aggregated with that of the Reporting Persons for purposes of this Amendment.  Except as noted below, all of the transactions were effected in the ordinary course of business as principal, in the open market on the NASDAQ Stock Exchange and other exchanges, or through one of Morgan Stanley’s Alternative Trading Systems.


Nil.

 
 

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