- Amended Statement of Ownership (SC 13G/A)
December 04 2008 - 6:01AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
(Amendment No. 3)
Martin
Marietta Materials, Inc.
Common
Stock, par value $0.01 per share
(Title of Class of
Securities)
573284106
(CUSIP Number)
NNS
Holding
c/o
M&C Corporate Services
PO Box
309GT
Ugland
House
South
Church Street
George
Town, Grand Cayman
Cayman
Islands
+202 2461
1103
with a
copy to:
Brittain
A. Rogers
Cravath,
Swaine & Moore LLP
Worldwide
Plaza
825
Eighth Avenue
New York,
NY 10019
+1 212
474 1000
(Name, Address and Telephone Number
of Person Authorized to Receive Notices and Communications)
December
1, 2008
(Date of Event Which Requires Filing
of This Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
o
Rule
13d-1(b)
x
Rule
13d-1(c)
o
Rule
13d-1(d)
|
|
|
|
|
(1)
|
|
Names
of reporting person:
NNS
Holding (and together with Mr. Nassef Sawiris and Mr. Philip Norman, the
“
Reporting
Persons
”)
I.R.S.
Identification Nos. of above persons (entities
only): NA
|
|
|
|
|
|
|
|
(2)
|
|
Check
the appropriate box if a member of a group:
|
|
|
|
|
(a)
¨
|
|
|
|
|
(b)
¨
|
|
|
|
|
|
|
|
(3)
|
|
SEC
use only:
|
|
|
|
|
|
|
|
(4)
|
|
Place
of incorporation:
Cayman
Islands
|
|
|
|
|
|
|
|
|
|
|
Number
of
shares
beneficially
owned
by
each
reporting
person
with:
|
|
(5) Sole
Voting Power: 2,214,032
|
|
|
|
(6) Shared
Voting Power:
|
|
|
|
(7) Sole
Dispositive Power: 2,214,032
|
|
|
|
(8) Shared
Dispositive Power:
|
|
|
|
|
|
|
|
(9)
|
|
Aggregate
Amount Beneficially Owned by Each Reporting
Person: 2,214,032
|
|
|
|
|
|
|
|
(10)
|
|
Check
if the Aggregate Amount in Row (9) Excludes Certain
Shares: NA
|
|
|
|
|
|
|
|
(11)
|
|
Percent of Class Represented by
Amount in Row (9): 5.345%*
Legal title to the securities is
held by NNS Holding.
|
|
|
|
|
|
|
|
(14)
|
|
Type
of Reporting Person: CO
|
|
|
|
|
|
|
|
(1)
|
|
Names
of reporting person:
Mr.
Nassef Sawiris
|
|
|
|
|
|
|
|
(2)
|
|
Check
the appropriate box if a member of a group:
|
|
|
|
|
(a)
¨
|
|
|
|
|
(b)
¨
|
|
|
|
|
|
|
|
(3)
|
|
SEC
use only:
|
|
|
|
|
|
|
|
(4)
|
|
Citizenship:
Egypt
|
|
|
|
|
|
|
|
|
|
|
Number
of
shares
beneficially
owned
by
each
reporting
person
with:
|
|
(5) Sole
Voting Power:
|
|
|
|
(6) Shared
Voting Power: 2,214,032
|
|
|
|
(7) Sole
Dispositive Power:
|
|
|
|
(8) Shared
Dispositive Power: 2,214,032
|
|
|
|
|
|
|
|
(9)
|
|
Aggregate
Amount Beneficially Owned by Each Reporting
Person: 2,214,032
|
|
|
|
|
|
|
|
(10)
|
|
Check
if the Aggregate Amount in Row (9) Excludes Certain
Shares: NA
|
|
|
|
|
|
|
|
(11)
|
|
Percent of Class Represented by
Amount in Row (9): 5.345%*
Legal title to the securities is
held by NNS Holding. By virtue of their directorships of NNS
Holding, Mr. Nassef Sawiris and Mr. Philip Norman have the shared power to
vote and dispose of the securities held by NNS
Holding.
|
|
|
|
|
|
|
|
(12)
|
|
Type
of Reporting Person: IN
|
|
|
|
|
|
|
|
(1)
|
|
Names
of reporting person:
Mr.
Philip Norman
|
|
|
|
|
|
|
|
(2)
|
|
Check
the appropriate box if a member of a group:
|
|
|
|
|
(a)
¨
|
|
|
|
|
(b)
¨
|
|
|
|
|
|
|
|
(3)
|
|
SEC
use only:
|
|
|
|
|
|
|
|
(4)
|
|
Citizenship:
United
Kingdom
|
|
|
|
|
|
|
|
|
|
|
Number
of
shares
beneficially
owned
by
each
reporting
person
with:
|
|
(5) Sole
Voting Power:
|
|
|
|
(6) Shared
Voting Power: 2,214,032
|
|
|
|
(7) Sole
Dispositive Power:
|
|
|
|
(8) Shared
Dispositive Power: 2,214,032
|
|
|
|
|
|
|
|
(9)
|
|
Aggregate
Amount Beneficially Owned by Each Reporting
Person: 2,214,032
|
|
|
|
|
|
|
|
(10)
|
|
Check
if the Aggregate Amount in Row (9) Excludes Certain
Shares: NA
|
|
|
|
|
|
|
|
(11)
|
|
Percent of Class Represented by
Amount in Row (9): 5.345%*
Legal title to the
securities is held by NNS Holding. By virtue of their directorships
of NNS Holding, Mr. Nassef Sawiris and Mr. Philip Norman have the shared
power to vote and dispose of the securities held by NNS
Holding.
|
|
|
|
|
|
|
|
(12)
|
|
Type
of Reporting Person: IN
|
|
|
Item
1(a).
|
Name of
Issuer:
|
|
|
|
|
Martin
Marietta Materials, Inc.
|
|
|
|
|
Item
1(b).
|
Address of Issuer’s Principal
Executive Offices:
|
|
|
|
|
|
The
principal executive offices of Martin Marietta Materials, Inc. are located
at 2710 Wycliff Road, Raleigh, North Carolina 27607.
|
|
|
|
|
Item
2(a).
|
Name of Person
Filing:
|
|
|
|
|
|
NNS
Holding
|
|
|
|
|
|
Mr.
Nassef Sawiris
|
|
|
|
|
|
Mr.
Philip Norman
|
|
|
|
|
Item
2(b).
|
Address of Principal Business
Office or, if none, Residence:
|
|
|
|
|
|
The
registered address of
NNS Holding
is c/o
M&C Corporate Services, PO Box 309GT, Ugland House, South Church
Street, George Town, Grand Cayman, Cayman Islands.
|
|
|
|
|
|
The
principal business office of Mr. Nassef Sawiris is Orascom
Construction Industries Company, Nile City South Tower, 2005A Corniche El
Nil, Cairo, Egypt 11221.
|
|
|
|
|
|
The principal business office of
Mr. Philip Norman is
Ogier Group, Whiteley Chambers, Don Street, St
Helier, Jersey, JE3 5HN, Channel Islands.
|
|
|
|
|
Item
2(c).
|
Citizenship:
|
|
|
|
|
NNS
Holding is an exempted company incorporated in the Cayman Islands with
limited liability.
|
|
|
|
|
Mr. Sawiris
is a citizen of Egypt.
|
|
|
|
|
|
Mr.
Norman is a citizen of the United Kingdom.
|
|
|
|
|
Item 2(d).
|
Title of Class of
Securities:
|
|
|
|
|
|
Common
Stock, par value $0.01 per share
|
|
|
|
|
Item 2(e).
|
CUSIP
Number:
|
|
|
|
|
|
573284106
|
|
|
|
|
Item
3.
|
If this statement is filed
pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person
filing is a:
|
|
|
|
|
|
|
(a)
|
o
|
Broker
or dealer registered under section 15 of the Act;
|
|
|
|
|
|
(b)
|
o
|
Bank
as defined in section 3(a)(6) of the Act;
|
|
|
|
|
|
(c)
|
o
|
Insurance
company as defined in section 3(a)(19) of the Act;
|
|
|
|
|
|
(d)
|
o
|
Investment
company registered under section 8 of the Investment Company Act of
1940;
|
|
|
|
|
|
(e)
|
o
|
An
investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
|
|
|
|
|
|
(f)
|
o
|
An
employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F);
|
|
|
|
|
|
(g)
|
o
|
A
parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G) (Note: See Item 7);
|
|
|
|
|
|
(h)
|
o
|
A
savings association as defined in section 3(b) of the Federal Deposit
Insurance Act;
|
|
|
|
|
|
(i)
|
o
|
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;
|
|
|
|
|
|
(j)
|
o
|
Group,
in accordance with Rule 13d-1(b)(1)(ii)(H).
|
|
|
|
If this statement is filed
pursuant to Rule 13d-1(c), check this box.
x
|
(a)
|
Amount
beneficially owned: 2,214,032**
|
|
|
(b)
|
Percent of
class: 5.345%*
Legal title to the
securities is held by NNS Holding.
|
|
|
(c)
|
Number
of shares to which the person has:
|
|
|
(i) Sole
Voting Power: 2,214,032
|
|
|
|
(ii) Shared
Voting Power:
|
|
|
|
(iii) Sole
Dispositive Power: 2,214,032
|
|
|
|
(iv) Shared
Dispositive Power:
|
|
|
(a)
|
Amount
beneficially owned: 2,214,032**
|
|
|
(b)
|
Percent of
class: 5.345%*
Legal title to the
securities is held by NNS Holding. By virtue of their
directorships of NNS Holding, Mr. Nassef Sawiris and Mr. Philip
Norman have the shared power to vote and dispose of the securities held by
NNS Holding.
|
|
|
(c)
|
Number
of shares to which the person has:
|
|
|
|
|
(i) Sole
Voting Power:
|
|
|
|
(ii) Shared
Voting Power: 2,214,032
|
|
|
|
(iii) Sole
Dispositive Power:
|
|
|
|
(iv) Shared
Dispositive Power: 2,214,032
|
|
|
C. Mr.
Philip Norman
|
(a)
|
Amount
beneficially owned: 2,214,032**
|
|
|
(b)
|
Percent of
class: 5.345%*
Legal title to the
securities is held by NNS Holding. By virtue of their
directorships of NNS Holding, Mr. Nassef Sawiris and Mr. Philip
Norman have the shared power to vote and dispose of the securities held by
NNS Holding.
|
|
|
(c)
|
Number
of shares to which the person has:
|
|
|
|
|
(i) Sole
Voting Power:
|
|
|
|
(ii) Shared
Voting Power: 2,214,032
|
|
|
|
(iii) Sole
Dispositive Power:
|
|
|
|
(iv) Shared Dispositive
Power: 2,214,032
|
|
|
*
The percent of class is based on 41,425,359 shares of the Issuer
’
s
outstanding common stock as of October 24, 2008, as reported by the Issuer on
Form 10-Q filed with the Securities and Exchange Commission on October 29,
2008.
** In
addition, NNS holding has an economic interest in respect of 828,500
shares (or approximately 2
%)
of the Issuer's outstanding common stock as of October 24, 2008 through a
European style call spread.
The European call spread
may only be settled in cash and does not give the Reporting Persons direct or
indirect voting, investment or dispositive control over any of the 828,500
shares.
Item 5.
|
Ownership of Five Percent or
Less of a Class.
|
|
|
|
NA
|
|
|
Item 6.
|
Ownership of More than Five
Percent on Behalf of Another Person.
|
|
|
|
NA
|
|
|
Item 7.
|
Identification and
Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company or Control
Person.
|
|
|
|
NA
|
|
|
Item 8.
|
Identification and
Classification of Members of the Group.
|
|
|
|
See
Item 2 above and Exhibit 1.
|
|
|
Item 9.
|
Notice of Dissolution of
Group.
|
|
|
|
NA
|
|
|
Item 10.
|
Certification.
|
|
|
|
Each
of the Reporting Persons hereby makes the following
certification:
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 his and its knowledge and belief, each of
the following certifies that the information set forth in this statement is
true, complete and correct.
|
|
Date:
December 3, 2008
|
|
|
|
|
|
|
|
|
Signature:
|
|
|
|
|
|
|
|
Date:
December 3, 2008
|
|
|
|
Mr.
Philip Norman
|
|
|
|
|
Signature:
|
|
|
|
|
|
|
|
Date:
December 3, 2008
|
|
|
|
NNS
Holding
|
|
By:
|
|
Mr.
Nassef Sawiris
|
|
Title:
|
|
Director
|
|
|
|
|
Signature:
|
|
|
|
|
|
10
Martin Marietta Materials (NYSE:MLM)
Historical Stock Chart
From Jun 2024 to Jul 2024
Martin Marietta Materials (NYSE:MLM)
Historical Stock Chart
From Jul 2023 to Jul 2024