MANITOWOC CO INC — Major Shareholding Notification 2017

Feb 14, 2017

SC 13G/A 1 manitowoc_13ga1.htm SC 13G/A Field: Rule-Page

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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. 1) ***

The Manitowoc Company, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

563571108

(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:

| o | Rule
13d-1(b) |
| --- | --- |
| x | Rule
13d-1(c) |
| o | 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).

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CUSIP No. 563571108

| 1. | Names
of Reporting Persons. | | |
| --- | --- | --- | --- |
| | I.R.S.
Identification Nos. of above persons (entities only). | | |
| 2. | Check
the Appropriate Box if a Member of a Group (See Instructions) | | |
| | (a) o | | |
| | (b) x | | |
| 3. | SEC
Use Only | | |
| 4. | Citizenship
or Place of Organization | United
States | |
| Number
of | 5. | Sole
Voting Power | 0 |
| Shares
Bene- | | | |
| ficially
owned | 6. | Shared
Voting Power | 6,840,789 |
| by
Each | | | |
| Reporting | 7. | Sole
Dispositive Power | 0 |
| Person
With: | | | |
| | 8. | Shared
Dispositive Power | 6,840,789 |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person | | 6,840,789 |
| 10. | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) | | o |
| 11. | Percent
of Class Represented by Amount in Row (9) | | 4.93% (1) |
| 12. | Type
of Reporting Person (See Instructions) IN | | |

(1) Based on 138,772,087 ordinary shares of the Company outstanding as of November 3, 2016.

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CUSIP No. 563571108

| 1. | Names
of Reporting Persons. | | |
| --- | --- | --- | --- |
| | I.R.S.
Identification Nos. of above persons (entities only). | | |
| 2. | Check
the Appropriate Box if a Member of a Group (See Instructions) | | |
| | (a) o | | |
| | (b) x | | |
| 3. | SEC
Use Only | | |
| 4. | Citizenship
or Place of Organization | United
States | |
| Number
of | 5. | Sole
Voting Power | 0 |
| Shares
Bene- | | | |
| ficially
owned | 6. | Shared
Voting Power | 6,840,789 |
| by
Each | | | |
| Reporting | 7. | Sole
Dispositive Power | 0 |
| Person
With: | | | |
| | 8. | Shared
Dispositive Power | 6,840,789 |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person | | 6,840,789 |
| 10. | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) | | o |
| 11. | Percent
of Class Represented by Amount in Row (9) | | 4.93% (1) |
| 12. | Type
of Reporting Person (See Instructions) IN | | |

(1) Based on 138,772,087 ordinary shares of the Company outstanding as of November 3, 2016.

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CUSIP No. 563571108

| 1. | Names
of Reporting Persons. | | |
| --- | --- | --- | --- |
| | I.R.S.
Identification Nos. of above persons (entities only). | | |
| 2. | Check
the Appropriate Box if a Member of a Group (See Instructions) | | |
| | (a) o | | |
| | (b) x | | |
| 3. | SEC
Use Only | | |
| 4. | Citizenship
or Place of Organization | Delaware | |
| Number
of | 5. | Sole
Voting Power | 0 |
| Shares
Bene- | | | |
| ficially
owned | 6. | Shared
Voting Power | 6,840,789 |
| by
Each | | | |
| Reporting | 7. | Sole
Dispositive Power | 0 |
| Person
With: | | | |
| | 8. | Shared
Dispositive Power | 6,840,789 |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person | | 6,840,789 |
| 10. | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) | | o |
| 11. | Percent
of Class Represented by Amount in Row (9) | | 4.93% (1) |
| 12. | Type
of Reporting Person (See Instructions) PN, IA | | |

(1) Based on 138,772,087 ordinary shares of the Company outstanding as of November 3, 2016.

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CUSIP No. 563571108

| 1. | Names
of Reporting Persons. | | |
| --- | --- | --- | --- |
| | I.R.S.
Identification Nos. of above persons (entities only). | | |
| 2. | Check
the Appropriate Box if a Member of a Group (See Instructions) | | |
| | (a) o | | |
| | (b) x | | |
| 3. | SEC
Use Only | | |
| 4. | Citizenship
or Place of Organization | Delaware | |
| Number
of | 5. | Sole
Voting Power | 0 |
| Shares
Bene- | | | |
| ficially
owned | 6. | Shared
Voting Power | 6,840,789 |
| by
Each | | | |
| Reporting | 7. | Sole
Dispositive Power | 0 |
| Person
With: | | | |
| | 8. | Shared
Dispositive Power | 6,840,789 |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person | | 6,840,789 |
| 10. | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) | | o |
| 11. | Percent
of Class Represented by Amount in Row (9) | | 4.93% (1) |
| 12. | Type
of Reporting Person (See Instructions) OO | | |

(1) Based on 138,772,087 ordinary shares of the Company outstanding as of November 3, 2016.

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CUSIP No. 563571108

| 1. | Names
of Reporting Persons. | | |
| --- | --- | --- | --- |
| | I.R.S.
Identification Nos. of above persons (entities only). | | |
| 2. | Check
the Appropriate Box if a Member of a Group (See Instructions) | | |
| | (a) o | | |
| | (b) x | | |
| 3. | SEC
Use Only | | |
| 4. | Citizenship
or Place of Organization | Delaware | |
| Number
of | 5. | Sole
Voting Power | 0 |
| Shares
Bene- | | | |
| ficially
owned | 6. | Shared
Voting Power | 6,840,789 |
| by
Each | | | |
| Reporting | 7. | Sole
Dispositive Power | 0 |
| Person
With: | | | |
| | 8. | Shared
Dispositive Power | 6,840,789 |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person | | 6,840,789 |
| 10. | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) | | o |
| 11. | Percent
of Class Represented by Amount in Row (9) | | 4.93% (1) |
| 12. | Type
of Reporting Person (See Instructions) OO | | |

(1) Based on 138,772,087 ordinary shares of the Company outstanding as of November 3, 2016.

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CUSIP No. 563571108

| 1. | Names
of Reporting Persons. | | |
| --- | --- | --- | --- |
| | I.R.S.
Identification Nos. of above persons (entities only). | | |
| 2. | Check
the Appropriate Box if a Member of a Group (See Instructions) | | |
| | (a) o | | |
| | (b) x | | |
| 3. | SEC
Use Only | | |
| 4. | Citizenship
or Place of Organization | Cayman Islands | |
| Number
of | 5. | Sole
Voting Power | 0 |
| Shares
Bene- | | | |
| ficially
owned | 6. | Shared
Voting Power | 6,840,789 |
| by
Each | | | |
| Reporting | 7. | Sole
Dispositive Power | 0 |
| Person
With: | | | |
| | 8. | Shared
Dispositive Power | 6,840,789 |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person | | 6,840,789 |
| 10. | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) | | o |
| 11. | Percent
of Class Represented by Amount in Row (9) | | 4.93% (1) |
| 12. | Type
of Reporting Person (See Instructions) PN | | |

(1) Based on 138,772,087 ordinary shares of the Company outstanding as of November 3, 2016.

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Item 1.

(a)	The name of the issuer is The Manitowoc Company, Inc. (the “Issuer”).
(b)	The principal executive office of the Issuer is located at
2400 South 44 th Street, Manitowoc, Wisconsin 54221-0066.
Item 2.
(a)	This amendment (this “Amendment”) to the original statement filed on June 6, 2016 is being filed
by: (i) FVP Master Fund, L.P., a Cayman Islands exempted limited partnership (“FVP Master Fund”), (ii) Firefly Value Partners, LP, a Delaware limited partnership (“Firefly Partners”), which serves as the investment manager of FVP Master Fund, (iii) FVP GP, LLC, a Delaware limited liability company (“FVP GP”), which serves as the general partner of FVP Master Fund, (iv) Firefly Management Company GP, LLC, a Delaware limited liability company (“Firefly Management”), which serves as the general partner of Firefly Partners, and (v) Messrs. Ryan Heslop and Ariel Warszawski, the managing members of FVP GP and Firefly Management (all of the foregoing, collectively, “Reporting Persons”). FVP Master Fund is a private investment vehicle formed for the purpose of investing and trading in a wide variety of securities and financial instruments. FVP Master Fund directly owns all of the shares reported in this Statement. Messrs. Heslop and Warszawski, Firefly Partners, Firefly Management and FVP GP may be deemed to share with FVP Master Fund voting and dispositive power with respect to such shares.
(b)	The
Principal Business Office of FVP Master Fund is: c/o
dms Corporate Services, Ltd. P.O.
Box 1344 dms
House 20
Genesis Close Grand
Cayman, KY1-1108 Cayman
Islands The
Principal Business Office of Messrs. Heslop and Warszawski, Firefly Partners, FVP GP and Firefly Management is: 601 West 26 th Street, Suite 1520, New York, NY 10001
(c)	For
citizenship information see item 4 of the cover sheet of each Reporting Person.
(d)	This Statement relates to the Common Stock of the Issuer.
(e)	The
CUSIP Number of the Common Stock of the Issuer is 563571108.

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) | o | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
| --- | --- | --- |
| (b) | o | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
| (c) | o | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
| (d) | o | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
| (e) | x | An
investment adviser in accordance with 240.13d-1(b)(1)(ii)(E); |
| (f) | o | An
employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F); |
| (g) | o | A
parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G); |
| (h) | o | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | o | A
church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | o | Group,
in accordance with 240.13d-1(b)(1)(ii)(J); |

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ITEM 4. Ownership.

See Items 5-9 and 11 on the cover page for each Reporting Person, and Item 2. The percentage ownership of each Reporting Person is based on 138,772,087 shares of Common Stock outstanding as of September 30, 2016, as reported in the Issuer's quarterly report on Form 10-Q filed on November 3, 2016.

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 6.
Not
applicable.

Item 7.
Not applicable.

Item 8.
Not applicable.

Item 9.
Not applicable.

ITEM 10. Certification

| (a) | Not
applicable. |
| --- | --- |
| (b) | 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. |

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SIGNATURE

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

Dated: February 14, 2017

| /s/
Ryan Heslop |
| --- |
| Ryan Heslop |
| Ariel Warszawski |
| Firefly Value
Partners, LP |
| FVP GP, LLC |
| Firefly Management
Company GP, LLC |
| FVP Master
Fund, L.P. |

By:
Ariel Warszawski, for himself and as Managing Member
of FVP GP (for itself and as general partner of FVP
Master Fund) and Firefly Management (for itself and as
general partner of Firefly Partners)

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EXHIBIT INDEX

| Exhibit
No. | Document |
| --- | --- |
| 99.1 | Joint
Filing Agreement, dated February 14, 2017, among Ryan Heslop, Ariel Warszawski, Firefly Value Partners, LP, FVP GP, LLC, Firefly
Management Company GP, LLC and FVP Master Fund, L.P. to file this joint statement on Schedule 13G. |