Amended Statement of Ownership (sc 13g/a)
August 06 2021 - 11:32AM
Edgar (US Regulatory)
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UNITED
STATES |
OMB
APPROVAL |
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SECURITIES
AND EXCHANGE COMMISSION |
OMB
Number: 3235-0145 |
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Washington,
D.C. 20549 |
Expires:
February 28, 2009 |
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Estimated
average burden
hours per response. . . . . . . .10.4 |
SCHEDULE
13G
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
NN Inc.
(Name of Issuer)
Common
(Title of Class of Securities)
(CUSIP Number)
July, 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
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þ |
Rule
13d-1(b) |
| ¨ |
Rule
13d-1(c) |
| ¨ |
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 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).
Persons who respond to the collection of information contained
in this form are not required to respond unless the form displays a
currently valid OMB control number.
SEC 1745 (3-06)
| CUSIP
No. 629337106 |
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1. |
Names
of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
PRIMECAP Management Company 95-3868081 |
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2. |
Check
the Appropriate Box if a Member of a Group (See
Instructions) |
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(a) |
¨ |
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(b) |
¨ |
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3. |
SEC
Use Only |
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4. |
Citizenship
or Place of Organization
177 E. Colorado Blvd., 11th Floor, Pasadena, CA 91105 |
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Number
of
Shares
Beneficially by
Owned by Each
Reporting
Person With: |
5. |
Sole
Voting Power
2,998,630 |
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6. |
Shared
Voting Power
0 |
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7. |
Sole
Dispositive Power
3,144,030 |
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8. |
Shared
Dispositive Power
0 |
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9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
3,144,030 |
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10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ¨ |
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11. |
Percent
of Class Represented by Amount in Row (9)
7.30% |
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12. |
Type
of Reporting Person (See Instructions)
IA |
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| Item
1. |
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(a) |
Name
of Issuer
NN Inc. |
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(b) |
Address
of Issuer’s Principal Executive Offices
6210 Ardrey Kell Road, Charlotte, NC 28277 |
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| Item
2. |
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(a) |
Name
of Person Filing
PRIMECAP Management Company |
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(b) |
Address
of Principal Business Office or, if none, Residence
177 E. Colorado Blvd., 11th Floor, Pasadena, CA 91105 |
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(c) |
Citizenship
U.S.A. |
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(d) |
Title
of Class of Securities
Common |
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(e) |
CUSIP
Number
629337106 |
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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: |
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(a) |
¨ |
Broker
or dealer registered under section 15 of the Act (15 U.S.C.
78o). |
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(b) |
¨ |
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C.
78c). |
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(c) |
¨ |
Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c). |
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(d) |
¨ |
Investment
company registered under section 8 of the Investment Company Act of
1940 (15 U.S.C 80a-8). |
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(e) |
þ |
An
investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E); |
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(f) |
¨ |
An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F); |
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(g) |
¨ |
A
parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G); |
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(h) |
¨ |
A
savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
¨ |
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); |
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(j) |
¨ |
Group,
in accordance with §240.13d-1(b)(1)(ii)(J). |
| 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. |
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(a) |
Amount beneficially owned:
3,144,030.
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(b) |
Percent of class:
7.30%.
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(c) |
Number of shares as to which the person has:
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(i) |
Sole power to vote or to direct the vote
2,998,630.
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(ii) |
Shared power to vote or to direct the vote
0.
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(iii) |
Sole power to dispose or to direct the disposition of
3,144,030.
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(iv) |
Shared power to dispose or to direct the disposition of
0.
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Instruction.
For computations regarding securities which represent a right to
acquire an underlying security see §240.13d-3(d)(1).
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| 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 ¨. |
| Instruction:
Dissolution of a group requires a
response to this item. |
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| Item
6. Ownership of More than Five Percent on Behalf
of Another Person. |
| If any
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, such securities, a statement to that effect should be included
in response to this item and, if such interest relates to more than
five percent of the class, such person should be identified. A
listing of the shareholders of an investment company registered
under the Investment Company Act of 1940 or the beneficiaries of
employee benefit plan, pension fund or endowment fund is not
required |
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Item
7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the Parent Holding
Company |
| If a
parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit
stating the identity and the Item 3 classification of the relevant
subsidiary. If a parent holding company has filed this schedule
pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit
stating the identification of the relevant subsidiary. |
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| Item
8. Identification and Classification of Members of the
Group |
| If a group
has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so
indicate under Item 3(j) and attach an exhibit stating the identity
and Item 3 classification of each member of the group. If a group
has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d),
attach an exhibit stating the identity of each member of the
group. |
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| Item
9. Notice of Dissolution of Group |
| Notice of
dissolution of a group may be furnished as an exhibit stating the
date of the dissolution and that all further filings with respect
to transactions in the security reported on will be filed, if
required, by members of the group, in their individual capacity.
See Item 5. |
Item 10. Certification
|
(a) |
The following certification shall
be included if the statement is filed pursuant to
§240.13d-1(b): |
By signing below I certify that, to the best of my 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.
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(b) |
The following certification shall
be included if the statement is filed pursuant to
§240.13d-1(c): |
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above 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.
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.
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August 5, 2021 |
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Date |
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/s/ Jennifer Ottosen |
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Signature |
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Jennifer Ottosen, CCO |
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Name/Title |
The original statement shall be signed by each person on whose
behalf the statement is filed or his authorized representative. If
the statement is signed on behalf of a person by his authorized
representative other than an executive officer or general partner
of the filing person, evidence of the representative’s authority to
sign on behalf of such person shall be filed with the statement,
provided, however, that a power of attorney for this purpose which
is already on file with the Commission may be incorporated by
reference. The name and any title of each person who signs the
statement shall be typed or printed beneath his signature.
NOTE:
Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See
§240.13d-7 for other parties for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001)
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