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EnerSys Major Shareholding Notification 2010

Feb 16, 2010

31148_mrq_2010-02-16_5f725057-eff9-46cd-8890-ea415457219f.zip

Major Shareholding Notification

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| UNITED
STATES |
| --- |
| SECURITIES
AND EXCHANGE COMMISSION |
| Washington,
D.C. 20549 |

*SCHEDULE 13G*

*Under the Securities Exchange Act of 1934 (Amendment No. 4)**

*EnerSys*

(Name of Issuer)

*Common Stock*

(Title of Class of Securities)

*29275 Y 10 2*

(CUSIP Number)

*December 31, 2009*

(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)
o Rule 13d-1(c)
x 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, as amended (the “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.*

SEQ.=1,FOLIO='',FILE='C:\JMS\105735\10-3777-1\task3925889\3777-1-ba-01.htm',USER='105735',CD='Feb 13 02:54 2010'

| CUSIP No. 29275 Y 10 2 — 1 | Names of Reporting
Persons: JPMorgan Chase Bank, N.A. as Trustee for First Plaza Group Trust | |
| --- | --- | --- |
| 2 | Check the Appropriate Box
if a Member of a Group* | |
| | (a) | x |
| | (b) | o |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of
Organization New York | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power: 0 |
| | 6 | Shared Voting Power: 29,272 |
| | 7 | Sole Dispositive Power: 0 |
| | 8 | Shared Dispositive Power: 29,272 |
| 9 | Aggregate Amount
Beneficially Owned by Each Reporting Person 29,272 | |
| 10 | Check Box if the Aggregate
Amount in Row (9) Excludes Certain Shares o | |
| 11 | Percent of Class
Represented by Amount in Row (9) 0.06% | |
| 12 | Type of Reporting Person: EP | |

2

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| CUSIP No. 29275 Y 10 2 — 1 | Names of Reporting
Persons: Performance Direct Investments I, L.P. (f/k/a GM Capital Partners I, L.P.) | |
| --- | --- | --- |
| 2 | Check the Appropriate Box
if a Member of a Group* | |
| | (a) | x |
| | (b) | o |
| 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: 39,428 |
| | 7 | Sole Dispositive Power: 0 |
| | 8 | Shared Dispositive Power: 39,428 |
| 9 | Aggregate Amount
Beneficially Owned by Each Reporting Person 39,428 | |
| 10 | Check Box if the Aggregate
Amount in Row (9) Excludes Certain Shares o | |
| 11 | Percent of Class
Represented by Amount in Row (9) 0.08% | |
| 12 | Type of Reporting Person: PN | |

3

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| CUSIP No. 29275 Y 10 2 — 1 | Names of Reporting
Persons: Performance Direct Investors I GP, LLC | |
| --- | --- | --- |
| 2 | Check the Appropriate Box
if a Member of a Group* | |
| | (a) | x |
| | (b) | o |
| 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: 39,428 |
| | 7 | Sole Dispositive Power: 0 |
| | 8 | Shared Dispositive Power: 39,428 |
| 9 | Aggregate Amount
Beneficially Owned by Each Reporting Person 39,428 | |
| 10 | Check Box if the Aggregate
Amount in Row (9) Excludes Certain Shares o | |
| 11 | Percent of Class
Represented by Amount in Row (9) 0.08% | |
| 12 | Type of Reporting Person: OO | |

4

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| CUSIP No. 29275 Y 10 2 — 1 | Names of Reporting
Persons: Performance Equity Management, LLC | |
| --- | --- | --- |
| 2 | Check the Appropriate Box
if a Member of a Group* | |
| | (a) | x |
| | (b) | o |
| 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: 39,428 |
| | 7 | Sole Dispositive Power: 0 |
| | 8 | Shared Dispositive Power: 39,428 |
| 9 | Aggregate Amount Beneficially
Owned by Each Reporting Person 39,428 | |
| 10 | Check Box if the Aggregate
Amount in Row (9) Excludes Certain Shares o | |
| 11 | Percent of Class
Represented by Amount in Row (9) 0.08% | |
| 12 | Type of Reporting Person: OO | |

5

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The Reporting Persons’ statement on Schedule 13G is hereby amended as follows:

Item 4 Ownership:
The filing of this
statement should not be construed as an admission by any person that such
person is, for purposes of Section 13(d) or 13(g) of the
Securities Exchange Act of 1934, the beneficial owner of any securities
covered by this statement, other than the securities set forth in the cover page for
such person, as referenced in the table in Item 4(c) below.
(a) Amount beneficially
owned: The Reporting Persons, as
of December 31, 2009, beneficially owned 68,700 shares of Stock of the
Issuer.
(b) Percent of class: The Reporting Persons, as
of December 31, 2009, beneficially owned approximately 0.14% of the
shares of Stock of the Issuer, based upon 48,271,109 shares of Stock
outstanding as of January 29, 2010, as reflected in the Issuer’s Form 10-Q
for the quarterly period ended December 27, 2009.
(c) Number of shares as to
which the person has:
(i) Sole power to vote or to
direct the vote See the responses to Item 5 on the attached cover
pages.
(ii) Shared power to vote or to
direct the vote See the responses to Item
6 on the attached cover pages.
(iii) Sole power to dispose or
to direct the disposition of See the responses to Item
7 on the attached cover pages.
(iv) Shared power to dispose or
to direct the disposition of See the responses to Item
8 on the attached cover pages.
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: x .
Item 8 Identification and Classification
of Members of the Group:
First Plaza Group Trust
(“First Plaza”) is a New York trust holding assets of certain employee
benefit plans of General Motors Company (“GM”), its subsidiaries and
unrelated employers. JPMorgan Chase
Bank, National Association, is trustee for First Plaza. Pursuant to a Subadvisory Agreement,
Performance Equity Management, LLC (“PEM”) has been delegated management of
certain assets of First Plaza, including the assets of First Plaza invested
in the shares of Stock of the Issuer.
Because of First Plaza trustee’s limited role, beneficial ownership of
the shares of Stock of the Issuer by the trustee is disclaimed by the
trustee. Performance Direct
Investments I, L.P. is a Delaware limited partnership that is managed by
Performance Direct Investors I GP, LLC, which is a Delaware limited liability
company that is managed by

6

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PEM.. PEM is registered as an investment adviser under the Investment Advisers Act of 1940.

7

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SIGNATURE

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. On executing the statement, the undersigned agrees, to the extent required by Rule 13d-1(k)(1), that this statement is being filed on behalf of each of the Reporting Persons herein.

Date: February 12, 2010

| JP Morgan
Chase Bank, N.A. as Trustee for First Plaza Group Trust | |
| --- | --- |
| By: | /s/ Joseph Connell |
| Name: Joseph Connell | |
| Title: Vice President | |
| Performance Direct Investments I, L.P. | |
| By: | Performance Direct Investors I GP, LLC, its general partner |
| By: | Performance Equity Management, LLC, its manager |
| By: | /s/ Marcy Haydel |
| Name: | Marcy Haydel |
| Title: | Managing Director |

8

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Index Exhibit

*SCHEDULE 13G*

Exhibit Number Exhibit Description
99.1 Joint Filing Agreement

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