CONSTELLIUM SE — Major Shareholding Notification 2017

Feb 10, 2017

SC 13G/A 1 d342708dsc13ga.htm SC 13G/A SC 13G/A

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13G/A

(Rule 13d-102)

(Amendment No. 1)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Constellium N.V.

(Name of Issuer)

Class A Ordinary Shares, Nominal Value €0.02 per share

(Title of Class of Securities)

N22035104

(CUSIP Number)

December 31, 2016

(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)

CUSIP No. N22035104 13G/A Page 2 of 9

| 1 | NAME OF
REPORTING PERSONS North Run Capital, LP | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ☐ (b) ☐ | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 |
| | 6 | SHARED VOTING POWER 6,090,000 |
| | 7 | SOLE DISPOSITIVE POWER 0 |
| | 8 | SHARED DISPOSITIVE POWER 6,090,000 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,090,000 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES ☐ | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9 5.8%* | |
| 12 | TYPE OF REPORTING PERSON IA, PN | |

• SEE INSTRUCTIONS BEFORE FILLING OUT

** SEE ITEM 4.

2

CUSIP No. N22035104 13G/A Page 3 of 9

| 1 | NAME OF
REPORTING PERSONS North Run Advisors, LLC | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ☐ (b) ☐ | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 |
| | 6 | SHARED VOTING POWER 6,090,000 |
| | 7 | SOLE DISPOSITIVE POWER 0 |
| | 8 | SHARED DISPOSITIVE POWER 6,090,000 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,090,000 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES ☐ | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9 5.8%* | |
| 12 | TYPE OF REPORTING PERSON HC, OO | |

• SEE INSTRUCTIONS BEFORE FILLING OUT

** SEE ITEM 4.

3

CUSIP No. N22035104 13G/A Page 4 of 9

| 1 | NAME OF
REPORTING PERSONS Todd B.
Hammer | |
| --- | --- | --- |
| 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 | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 |
| | 6 | SHARED VOTING POWER 6,090,000 |
| | 7 | SOLE DISPOSITIVE POWER 0 |
| | 8 | SHARED DISPOSITIVE POWER 6,090,000 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,090,000 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES ☐ | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9 5.8%* | |
| 12 | TYPE OF REPORTING PERSON HC, IN | |

• SEE INSTRUCTIONS BEFORE FILLING OUT

** SEE ITEM 4.

4

CUSIP No. N22035104 13G/A Page 5 of 9

| 1 | NAME OF
REPORTING PERSONS Thomas B. Ellis | |
| --- | --- | --- |
| 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 | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 |
| | 6 | SHARED VOTING POWER 6,090,000 |
| | 7 | SOLE DISPOSITIVE POWER 0 |
| | 8 | SHARED DISPOSITIVE POWER 6,090,000 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,090,000 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES ☐ | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9 5.8%* | |
| 12 | TYPE OF REPORTING PERSON HC, IN | |

• SEE INSTRUCTIONS BEFORE FILLING OUT

** SEE ITEM 4.

5

SCHEDULE 13G/A

This Amendment No. 1 (this “Amendment”) to Schedule 13G (the “Schedule 13G”) is being filed on behalf of North Run Advisors, LLC, a Delaware limited liability company (“North Run”), North Run Capital, LP, a Delaware limited partnership (the “Investment Manager”), Todd B. Hammer and Thomas B. Ellis (collectively, the “Reporting Persons”). Todd B. Hammer and Thomas B. Ellis are the principals of the Investment Manager and the sole members of North Run, the general partner of the Investment Manager. The Investment Manager is the investment manager of certain private pooled investment vehicles (collectively, the “Funds”). This Amendment relates to shares of Class A Ordinary Shares, Nominal Value €0.02 per share (the “Common Stock”), of Constellium N.V., a Netherlands corporation (the “Issuer”), held by the Funds.

Item 4 Ownership.

Item 4 of the Schedule 13G is hereby amended and restated to read as follows:

(a) North Run, the Investment Manager, Todd B. Hammer and Thomas B. Ellis may be deemed the beneficial owners of 6,090,000 shares of Common Stock.

(b) North Run, the Investment Manager, Todd B. Hammer and Thomas B. Ellis may be deemed the beneficial owners of 5.8% of the outstanding shares of Common Stock. This percentage was determined by dividing 6,090,000 by 105,581,673, which is the number of shares of Common Stock outstanding as of September 30, 2016, according to the Issuer’s Form 6-K filed on February 1, 2017 with the Securities and Exchange Commission.

(c) North Run, the Investment Manager, Todd B. Hammer and Thomas B. Ellis have the shared power to vote and dispose of the 6,090,000 shares of Common Stock beneficially owned.

Item 10 Certification.

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.

Exhibits Exhibit 24-1

Power of Attorney of Thomas B. Ellis, dated December 11, 2009.

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Exhibit 24-2

Power of Attorney of Todd B. Hammer, dated December 11, 2009.

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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.

Date: February 10, 2017

NORTH RUN CAPITAL, LP — By:	North Run Advisors, LLC
	its general partner
	By:	*
		Name: Thomas B. Ellis
		Title: Member
	and
	By:	*
		Name: Todd B. Hammer
		Title: Member
NORTH RUN ADVISORS, LLC
By:	*
	Name: Thomas B. Ellis
	Title: Member
and
By:	*
	Name: Todd B. Hammer
	Title: Member
*
Thomas B. Ellis

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*
Todd B. Hammer
* By	/s/ SARAH L. FILION
	Sarah L. Filion, Attorney-in-Fact
	Pursuant to Powers of Attorney filed as exhibits hereto

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