Ingevity Corp — Major Shareholding Notification 2024

Feb 28, 2024

SC 13D/A 1 p24-1051sc13da.htm INGEVITY CORP

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Ingevity Corporation
(Name of Issuer)
Common Stock, par
value $0.01 per share
(Title of Class of Securities)
45688C107
(CUSIP Number)
Philippe B. Pradel
Inclusive Capital Partners, L.P.
1170 Gorgas Avenue
San Francisco, CA 94129
Eleazer Klein, Esq.
Adriana Schwartz, Esq.
Schulte Roth & Zabel LLP
919 Third Avenue
New York, NY 10022
(212) 756-2000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 26, 2024
(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ¨

(Page 1 of 5 Pages)

---

• 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 disclosures provided in a prior cover page.

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 (“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).

Field: Page; Sequence: 1; Options: NewSection; Value: 2

CUSIP No. 45688C107 SCHEDULE 13D/A Page 2 of 5 Pages

Field: /Page

1	NAME OF REPORTING PERSON Inclusive Capital Partners, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 1,151,405
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 1,151,405
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,151,405
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.2%
14	TYPE OF REPORTING PERSON PN, IA

Field: Page; Sequence: 2; Value: 2

CUSIP No. 45688C107 SCHEDULE 13D/A Page 3 of 5 Pages

Field: /Page

1	NAME OF REPORTING PERSON Jeffrey W. Ubben
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 1,151,405
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 1,151,405
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,151,405
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.2%
14	TYPE OF REPORTING PERSON IN

Field: Page; Sequence: 3; Value: 2

CUSIP No. 45688C107 SCHEDULE 13D/A Page 4 of 5 Pages

Field: /Page

The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (“ Amendment No. 3 ”). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein. Capitalized terms used herein and not otherwise defined in this Amendment No. 3 have the meanings set forth in the Schedule 13D, as amended. This Amendment No. 3 amends Items 5(a)-(c), and (e) and 6 as set forth below.

Item 5.	INTEREST IN SECURITIES OF THE ISSUER
	Items 5(a)-(c), and (e) of the Schedule 13D are hereby amended and restated as follows:
(a)	See rows (11) and (13) of the cover pages to this Amendment No. 3 for the aggregate number of Shares and percentages of the Shares beneficially owned by each Reporting Person . The percentages used in this Amendment No. 3 are calculated based upon 36,235,885 Shares outstanding as of February 14, 2024, as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed by the Issuer with the Securities and Exchange Commission on February 22, 2024.
(b)	See rows (7) through (10) of the cover pages to this Amendment No. 3 for the number of Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
(c)	On February 26, 2024, the In-Cap Funds sold 1,250,000 Shares pursuant to a block trade with J.P. Morgan Securities LLC at a price of $46.00 per Share. Other than as disclosed herein, no transactions in the Shares have been effected by the Reporting Persons in the past sixty (60) days.
(e)	February 26, 2024.

Item 6.
Item 6 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
Mr. Slocum holds a total of 5,034 vested and unvested deferred stock units (“ DSU s”) pursuant to his election to receive DSUs in lieu of the annual non-employee director restricted stock unit grant and quarterly director fees.
These DSUs will settle into an equal number of the Issuer’s Shares upon Mr. Slocum’s termination of board service pursuant to the Issuer’s Non-Employee Director Deferred Compensation Plan and 2016 Omnibus Incentive Plan, as amended. Mr. Slocum is deemed to hold the Shares for the benefit of the In-Cap Funds and indirectly for the benefit of In-Cap, and may, after vesting, if applicable, transfer the Shares directly to the In-Cap Funds.

Field: Page; Sequence: 4; Value: 2

CUSIP No. 45688C107 SCHEDULE 13D/A Page 5 of 5 Pages

Field: /Page

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: February 28, 2024

Inclusive Capital Partners, L.P.
By:	/s/ Philippe B. Pradel
Name:	Philippe B. Pradel
Title:	Chief Compliance Officer
/s/ Jeffrey W. Ubben
JEFFREY W. UBBEN