Amended Statement of Ownership (sc 13g/a)
April 18 2022 - 2:47PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 5)*
|
Party
City Holdco Inc. |
(Name
of Issuer) |
|
Common
Stock, Par Value: $0.01/share |
(Title
of Class of Securities) |
|
702149105 |
(CUSIP
Number) |
|
April
6, 2022 |
(Date
of Event Which Requires Filing of this Statement)
|
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
|
☐ |
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).
CUSIP
No. |
702149105 |
|
Page
2 of 10 |
1 |
NAME
OF REPORTING PERSONS
CAS Investment Partners, LLC
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) EIN: 46-0901365 |
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
☐
(b)
☐ |
3 |
SEC
USE ONLY |
|
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware,
United States of America |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: |
5 |
SOLE
VOTING
19,214,123 |
|
6 |
SHARED
VOTING POWER
0 |
|
7 |
SOLE
DISPOSITIVE POWER
19,214,123 |
|
8 |
SHARED
DISPOSITIVE POWER
0 |
|
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,214,123 |
|
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES |
☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
17.1%(1)(2) |
|
12 |
TYPE
OF REPORTING PERSON
IA,
OO |
|
|
|
|
|
|
| (1) | As
of April 6, 2022, Sosin Master, LP (the “Fund”) and CSWR Partners, LP owned
an aggregate of 19,214,123 shares of Common Stock of the Issuer. Clifford Sosin is the
Managing Member of CAS Investment Partners, LLC, and CAS Investment Partners, LLC is
the investment manager of CSWR Partners, L.P. and of the Fund, in which such shares referred
to above are held. As a result, CAS Investment Partners, LLC and Clifford Sosin possess
the power to vote and dispose or direct the disposition of all the shares owned by the
Fund and CSWR Partners, LP. Thus, CAS Investment Partners, LLC and Clifford Sosin may
be deemed to beneficially own a total of 19,214,123 shares. |
| (2) | Based
on a total of 112,451,912 shares outstanding as of February 17, 2022 as set forth in
the Issuer’s 10-K filed with the Securities and Exchange Commission on February
28, 2022. |
CUSIP
No. |
702149105 |
|
Page
3 of 10 |
1 |
NAME
OF REPORTING PERSONS
Sosin Master, LP
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) EIN: 46-0970829 |
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
☐
(b)
☐ |
3 |
SEC
USE ONLY |
|
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware,
United States of America |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: |
5 |
SOLE
VOTING
13,822,636 |
|
6 |
SHARED
VOTING POWER
0 |
|
7 |
SOLE
DISPOSITIVE POWER
13,822,636 |
|
8 |
SHARED
DISPOSITIVE POWER
0 |
|
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,822,636 |
|
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES |
☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12.3%(1)(2) |
|
12 |
TYPE
OF REPORTING PERSON
PN |
|
|
|
|
|
|
| (1) | As
of April 6, 2022, Sosin Master, LP (the “Fund”) and CSWR Partners, LP owned
an aggregate of 19,214,123 shares of Common Stock of the Issuer. Clifford Sosin is the
Managing Member of CAS Investment Partners, LLC, and CAS Investment Partners, LLC is
the investment manager of CSWR Partners, LP and of the Fund, in which such shares referred
to above are held. As a result, CAS Investment Partners, LLC and Clifford Sosin possess
the power to vote and dispose or direct the disposition of all the shares owned by the
Fund and CSWR Partners, LP. Thus, CAS Investment Partners, LLC and Clifford Sosin may
be deemed to beneficially own a total of 19,214,123 shares. |
| (2) | Based
on a total of 112,451,912 shares outstanding as of February 17, 2022. as set forth in
the Issuer’s 10-K filed with the Securities and Exchange Commission on February
28, 2022. |
CUSIP
No. |
702149105 |
|
Page
4 of 10 |
1 |
NAME
OF REPORTING PERSONS
CSWR Partners, LP
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) EIN: 83-3990390 |
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
☐
(b)
☐ |
3 |
SEC
USE ONLY |
|
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware,
United States of America |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: |
5 |
SOLE
VOTING
5,391,487 |
|
6 |
SHARED
VOTING POWER
0 |
|
7 |
SOLE
DISPOSITIVE POWER
5,391,487 |
|
8 |
SHARED
DISPOSITIVE POWER
0 |
|
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,391,487 |
|
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES |
☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.8%(1)(2) |
|
12 |
TYPE
OF REPORTING PERSON
PN |
|
|
|
|
|
|
| (1) | As
of April 6, 2022, Sosin Master, LP (the “Fund”) and CSWR Partners, LP owned
an aggregate of 19,214,123 shares of Common Stock of the Issuer. Clifford Sosin is the
Managing Member of CAS Investment Partners, LLC, and CAS Investment Partners, LLC is
the investment manager of CSWR Partners, LP and of the Fund, in which such shares referred
to above are held. As a result, CAS Investment Partners, LLC and Clifford Sosin possess
the power to vote and dispose or direct the disposition of all the shares owned by the
Fund and CSWR Partners, LP. Thus, CAS Investment Partners, LLC and Clifford Sosin may
be deemed to beneficially own a total of 19,214,123 shares. |
| (2) | Based
on a total of 112,451,912 shares outstanding as of February 17, 2022, as set forth in
the Issuer’s 10-K filed with the Securities and Exchange Commission on February
28, 2022. |
CUSIP
No. |
702149105 |
|
Page
5 of 10 |
1 |
NAME
OF REPORTING PERSONS
Clifford Sosin†
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) EIN: |
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
☐
(b)
☒ |
3 |
SEC
USE ONLY |
|
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: |
5 |
SOLE
VOTING
0 |
|
6 |
SHARED
VOTING POWER
19,214,123 |
|
7 |
SOLE
DISPOSITIVE POWER
0 |
|
8 |
SHARED
DISPOSITIVE POWER
19,214,123 |
|
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,214,123 |
|
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES |
☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
17.1%(1)(2) |
|
12 |
TYPE
OF REPORTING PERSON
IN |
|
|
|
|
|
|
| (1) | As
of April 6, 2022, Sosin Master, LP (the “Fund”) and CSWR Partners, LP owned
an aggregate of 19,214,123 shares of Common Stock of the Issuer. Clifford Sosin is the
Managing Member of CAS Investment Partners, LLC, and CAS Investment Partners, LLC is
the investment manager of CSWR Partners, LP and of the Fund, in which such shares referred
to above are held. As a result, CAS Investment Partners, LLC and Clifford Sosin possess
the power to vote and dispose or direct the disposition of all the shares owned by the
Fund and CSWR Partners, LP. Thus, CAS Investment Partners, LLC and Clifford Sosin may
be deemed to beneficially own a total of 19,214,123 shares. |
| (2) | Based
on a total of 112,451,912 shares outstanding as of February 17, 2022, as set forth in
the Issuer’s 10-K filed with the Securities and Exchange Commission on February
28, 2022. |
†
Mr. Sosin disclaims any beneficial ownership of the shares.
CUSIP
No. |
702149105 |
|
Page
6 of 10 |
Item 1(a). |
|
Name
of Issuer: |
|
|
Party
City Holdco Inc. |
|
|
|
Item 1(b). |
|
Address
of Issuer’s Principal Executive Offices: |
|
|
80
Grasslands Road, Elmsford, NY 10523 |
|
|
|
Item 2(a). |
|
Name
of Person Filing:
This
Schedule 13G/A is being filed with respect to shares of Common Stock of the Issuer which are beneficially owned by CAS Investment
Partners, LLC, Sosin Master, LP, CSWR Partners, LP and Clifford Sosin. As of April 6, 2022, Sosin Master, LP (the “Fund”)
and CSWR Partners, LP owned an aggregate of 19,214,123 shares of Common Stock of the Issuer. Clifford Sosin is the Managing Member
of CAS Investment Partners, LLC, and CAS Investment Partners, LLC is the investment manager of CSWR Partners, LP and of the Fund,
in which such shares referred to above are held. As a result, CAS Investment Partners, LLC and Clifford Sosin possess the power
to vote and dispose or direct the disposition of all the shares owned by the Fund and CSWR Partners, LP. Thus, CAS Investment
Partners, LLC and Clifford Sosin may be deemed to beneficially own a total of 19,214,123 shares of Common Stock. |
|
|
|
Item 2(b). |
|
Address
of Principal Business Office or, if None, Residence: |
|
|
135
E 57th Street, Suite 18-108
New York, NY 10022 |
|
|
|
Item 2(c). |
|
Citizenship: |
|
|
See
Item 4 on the cover pages hereto. |
|
|
|
Item 2(d). |
|
Title
of Class of Securities: |
|
|
Common
Stock, Par Value: $0.01/share (“Common Stock”) |
|
|
|
Item 2(e). |
|
CUSIP
Number: 702149105 |
|
|
|
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: |
|
|
|
(a) |
☐ |
Broker
or dealer registered under Section 15 of the Act (15 U.S.C. 78o). |
|
|
|
|
|
(b) |
☐ |
Bank as defined
in Section 3(a)(6) of the Act (15 U.S.C. 78c). |
|
|
|
|
|
(c) |
☐ |
Insurance company
as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). |
|
|
|
|
|
(d) |
☐ |
Investment company
registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
|
|
|
|
|
(e) |
☐ |
An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
|
|
(f) |
☐ |
An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
|
|
(g) |
☐ |
A
parent holding company or control person in accordance with §240.13d-1(b)(ii)(G);
|
|
(h) |
☐ |
A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
|
(i) |
☐ |
A
church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company
Act (15 U.S.C. 80a-3);
|
|
(j) |
☐ |
Group, in accordance
with §240.13d-1(b)(1)(ii)(J). |
CUSIP
No. |
702149105 |
|
Page
7 of 10 |
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. |
|
|
|
(a) |
Amount beneficially owned: |
|
|
See Item 9 on the cover page(s) hereto. |
|
|
|
|
|
|
|
(b) |
Percent of class: |
|
|
See Item 11 on the cover page(s) hereto. |
|
|
|
|
|
|
|
(c) |
Number of shares as to which such person has: |
|
|
|
|
|
(i) |
Sole power to vote or to direct the vote: |
|
|
|
See Item 5 on the cover page(s) hereto. |
|
|
|
|
|
|
|
|
|
|
(ii) |
Shared power to vote or to direct the vote: |
|
|
|
See Item 6 on the cover page(s) hereto. |
|
|
|
|
|
|
|
|
|
|
(iii) |
Sole power to dispose or to direct the disposition of: |
|
|
|
See Item 7 on the cover page(s) hereto. |
|
|
|
|
|
|
|
|
|
|
(iv) |
Shared power to dispose or to direct the disposition of 0 |
|
|
|
See Item 8 on the cover page(s) hereto. |
CUSIP
No. |
702149105 |
|
Page
8 of 10 |
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 ☐ |
|
|
Item 6. |
Ownership of
More than Five Percent on Behalf of Another Person. |
|
Not
applicable. |
|
|
Item 7. |
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control
Person. |
|
Not applicable |
|
|
Item 8. |
Identification
and Classification of Members of the Group. |
|
Not applicable. |
|
|
Item 9. |
Notice of Dissolution
of Group. |
|
Not applicable |
CUSIP
No. |
702149105 |
|
Page
9 of 10 |
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, other than
activities solely in connection with a nomination under § 240.14a-11.
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.
|
CAS
INVESTMENT PARTNERS, LLC
Date:
April 18, 2022 |
|
|
By: |
/s/
Clifford Sosin |
|
Name: |
Clifford
Sosin |
|
Title: |
Managing
Member |
|
|
|
SOSIN MASTER, LP |
|
Date: April 18, 2022 |
|
|
By: |
Sosin,
LLC |
|
|
its
General Partner |
|
By: |
/s/
Clifford Sosin |
|
Name: |
Clifford
Sosin |
|
Title: |
Managing
Member of CAS Investment Partners, LLC, Investment Adviser of Sosin Master, LP |
|
CSWR PARTNERS, LP
Date: April 18, 2022
|
|
|
|
By: |
Sosin,
LLC
its
General Partner |
|
By: |
/s/
Clifford Sosin |
|
Name: |
Clifford
Sosin |
|
Title: |
Managing
Member of CAS Investment Partners, LLC, Investment Adviser of CSWR Partners, LP |
|
|
|
|
|
/s/
Clifford Sosin |
|
|
Clifford
Sosin |
Page
10 of 10
EXHIBIT
INDEX
EXHIBIT 1: Joint Filing Agreement (filed herewith):
Party City Holdco (NYSE:PRTY)
Historical Stock Chart
From Jun 2024 to Jul 2024
Party City Holdco (NYSE:PRTY)
Historical Stock Chart
From Jul 2023 to Jul 2024