Amended Statement of Beneficial Ownership (sc 13d/a)
December 19 2017 - 4:55PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Platform
Specialty Products Corporation
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
72766Q 105 (Common Stock)
(CUSIP Number)
Justin
Topilow
c/o Berggruen Holdings Inc.
304 S. Broadway #550
Los
Angeles, CA 90013
(213) 430-2350
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 18, 2017
(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 § 240.13d-1(e), 240.13d-1(f) or 240.13d-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 § 240.13d-7(b)
for other parties to whom copies are to be sent.
*
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The remainder of this cover page shall be filled out for a reporting persons 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.
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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 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).
SCHEDULE 13D
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CUSIP No.
72766Q 105
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Page
2
of 5 Pages
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1
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NAME OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Berggruen Holdings Ltd
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
British Virgin Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
12,921,740*
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
12,921,740*
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,921,740*
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
4.5%*
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14
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TYPE OF REPORTING PERSON (See
Instructions)
CO
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SCHEDULE 13D
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CUSIP No.
72766Q 105
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Page
3
of 5 Pages
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1
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NAME OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Nicolas Berggruen Charitable Trust
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
British Virgin Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
12,921,740*
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
12,921,740*
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,921,740*
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
4.5%*
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14
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TYPE OF REPORTING PERSON (See
Instructions)
OO
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Item 1.
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Security and Issuer.
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This Amendment No. 1 (this
Amendment
)
amends the Statement on Schedule 13D, filed with the Commission on January 2, 2015 (the
Statement
), with respect to the common stock, par value $0.01 per share (the
Common Stock
), of Platform Specialty
Products Corporation, a Delaware corporation (the
Issuer
). The principal executive offices of the Issuer are located at 1450 Centrepark Blvd, Suite 210, West Palm Beach, Florida 33401. Unless specifically amended hereby, the
disclosure set forth in the Statement remains unchanged. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings set forth in the Statement. The filing of this Amendment represents the final amendment to the
Statement and constitutes an exit filing for the Reporting Persons.
Item 5.
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Interest in Securities of the Issuer.
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Paragraphs (a) - (c) and (e) of Item 5 of
the Statement are hereby amended and restated in their entirety as follows:
(a) - (b) As of the date hereof, the
Reporting Persons may be deemed to beneficially own and have shared power to vote, or to direct the vote, and shared power to dispose, or to direct the disposition of, an aggregate of 12,921,740 shares of Common Stock. This amount consists of (i)
12,028,740 shares of Common Stock and (ii) 893,000 shares of Series A Preferred Stock of the Issuer that are convertible at any time at the option of the holder into the same number of shares of Common Stock. In the aggregate, such 12,921,740 shares
of Common Stock represent approximately 4.5% of all outstanding shares of Common Stock (calculated based on 287,097,154 shares of Common Stock outstanding as of October 27, 2017 (as reported in the Issuers Quarterly Report on Form
10-Q
filed on November 2, 2017) and assuming the conversion of the Reporting Persons shares of Series A Preferred Stock, but without including any conversion of shares of Series A Preferred Stock held by
any other person).
(c) On December 14, 2017, BHL purchased 164,952 shares of Common Stock on the open market
at a weighted average price per share of $9.57 (with prices ranging from $9.49 to $9.69, inclusive).
On December 15, 2017, BHL
purchased 198,475 shares of Common Stock on the open market at a weighted average price per share of $9.60 (with prices ranging from $9.48 to $9.66, inclusive).
On December 18, 2017, BHL purchased 136,573 shares of Common Stock on the open market at a weighted average price per share of $9.84
(with prices ranging from $9.71 to $9.91, inclusive).
The Reporting Persons undertake to provide to the staff of the Commission, upon
request, full information regarding the number of shares purchased at each separate price. No other transactions were effected by the Reporting Persons in the past 60 days.
(e) On or about September 21, 2016, the Reporting Persons ceased to be the beneficial owners of more than five
percent of the outstanding shares of Common Stock.
SIGNATURE
After reasonable inquiry and to the best of each of the Reporting Persons knowledge and belief, each of the undersigned certifies that
the information set forth in this statement is true, complete and correct.
Dated: December 19, 2017
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BERGGRUEN HOLDINGS LTD
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By:
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/s/ Justin Topilow
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Name:
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Justin Topilow
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Title:
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Chief Financial Officer
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NICOLAS BERGGRUEN CHARITABLE TRUST
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By:
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MAITLAND TRUSTEES LIMITED, AS TRUSTEE
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By:
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/s/ Tessa Burrows
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Name:
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Tessa Burrows
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Title:
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Authorized Signatory
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By:
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/s/ Maxine Lace
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Name:
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Maxine Lace
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Title:
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Authorized Signatory
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