SPX Technologies, Inc. — Major Shareholding Notification 2015

Apr 20, 2015

SC 13D/A 1 a15-9425_1sc13da.htm SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D

Under the Securities Exchange Act of 1934 (Amendment No. 11)*

*SPX Corporation*

(Name of Issuer)

*Common Stock, $10.00 par value*

(Title of Class of Securities)

*784635104*

(CUSIP Number)

*Ralph V. Whitworth Relational Investors, LLC 12400 High Bluff Drive, Suite 600 San Diego, CA 92130 (858) 704-3333*

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

*April 16, 2015*

(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. o

*Note* : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

• 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).

SEQ.=1,FOLIO='',FILE='C:\JMS\108202\15-9425-1\task7350099\9425-1-ba-01.htm',USER='108202',CD='Apr 21 01:56 2015'

2.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors, LLC — Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	x
	(b)	o
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power 2,366,660
	8.	Shared Voting Power -0-
	9.	Sole Dispositive Power 2,366,660
	10.	Shared Dispositive Power -0-
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,366,660
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
13.	Percent of Class Represented by Amount in Row (11) 5.77%
14.	Type of Reporting Person (See Instructions) IA/HC/OO

2

SEQ.=1,FOLIO='2',FILE='C:\JMS\108202\15-9425-1\task7350099\9425-1-ba-01.htm',USER='108202',CD='Apr 21 01:56 2015'

2.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors Mid-Cap Fund I, L.P. — Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	x
	(b)	o
3.	SEC Use Only
4.	Source of Funds (See Instructions) WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power 474,452
	8.	Shared Voting Power -0-
	9.	Sole Dispositive Power 474,452
	10.	Shared Dispositive Power -0-
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 474,452
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
13.	Percent of Class Represented by Amount in Row (11) 1.16%
14.	Type of Reporting Person (See Instructions) PN

3

SEQ.=1,FOLIO='3',FILE='C:\JMS\108202\15-9425-1\task7350099\9425-1-ba-01.htm',USER='108202',CD='Apr 21 01:56 2015'

2.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors Mid-Cap Fund II, L.P. — Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	x
	(b)	o
3.	SEC Use Only
4.	Source of Funds (See Instructions) WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power 506,464
	8.	Shared Voting Power -0-
	9.	Sole Dispositive Power 506,464
	10.	Shared Dispositive Power -0-
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 506,464
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
13.	Percent of Class Represented by Amount in Row (11) 1.24%
14.	Type of Reporting Person (See Instructions) PN

4

SEQ.=1,FOLIO='4',FILE='C:\JMS\108202\15-9425-1\task7350099\9425-1-ba-01.htm',USER='108202',CD='Apr 21 01:56 2015'

2.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Fund Partners, L.P. — Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	x
	(b)	o
3.	SEC Use Only
4.	Source of Funds (See Instructions) WC/OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power 7,467
	8.	Shared Voting Power -0-
	9.	Sole Dispositive Power 7,467
	10.	Shared Dispositive Power -0-
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 7,467
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
13.	Percent of Class Represented by Amount in Row (11) 0.02%
14.	Type of Reporting Person (See Instructions) PN

5

SEQ.=1,FOLIO='5',FILE='C:\JMS\108202\15-9425-1\task7350099\9425-1-ba-01.htm',USER='108202',CD='Apr 21 01:56 2015'

2.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Coast Partners, L.P. — Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	x
	(b)	o
3.	SEC Use Only
4.	Source of Funds (See Instructions) WC/OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power 117,686
	8.	Shared Voting Power -0-
	9.	Sole Dispositive Power 117,686
	10.	Shared Dispositive Power -0-
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 117,686
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
13.	Percent of Class Represented by Amount in Row (11) 0.29%
14.	Type of Reporting Person (See Instructions) PN

6

SEQ.=1,FOLIO='6',FILE='C:\JMS\108202\15-9425-1\task7350099\9425-1-ba-01.htm',USER='108202',CD='Apr 21 01:56 2015'

2.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors IX, L.P. — Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	x
	(b)	o
3.	SEC Use Only
4.	Source of Funds (See Instructions) WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power 136,379
	8.	Shared Voting Power -0-
	9.	Sole Dispositive Power 136,379
	10.	Shared Dispositive Power -0-
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 136,379
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
13.	Percent of Class Represented by Amount in Row (11) 0.33%
14.	Type of Reporting Person (See Instructions) PN

7

SEQ.=1,FOLIO='7',FILE='C:\JMS\108202\15-9425-1\task7350099\9425-1-ba-01.htm',USER='108202',CD='Apr 21 01:56 2015'

2.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors XV, L.P. — Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	x
	(b)	o
3.	SEC Use Only
4.	Source of Funds (See Instructions) WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power 78,805
	8.	Shared Voting Power -0-
	9.	Sole Dispositive Power 78,805
	10.	Shared Dispositive Power -0-
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 78,805
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
13.	Percent of Class Represented by Amount in Row (11) 0.19%
14.	Type of Reporting Person (See Instructions) PN

8

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2.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors XVI, L.P. — Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	x
	(b)	o
3.	SEC Use Only
4.	Source of Funds (See Instructions) WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power 39,056
	8.	Shared Voting Power -0-
	9.	Sole Dispositive Power 39,056
	10.	Shared Dispositive Power -0-
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 39,056
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
13.	Percent of Class Represented by Amount in Row (11) 0.10%
14.	Type of Reporting Person (See Instructions) PN

9

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2.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors XX, L.P. — Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	x
	(b)	o
3.	SEC Use Only
4.	Source of Funds (See Instructions) WC/OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power 70,970
	8.	Shared Voting Power -0-
	9.	Sole Dispositive Power 70,970
	10.	Shared Dispositive Power -0-
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 70,970
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
13.	Percent of Class Represented by Amount in Row (11) 0.17%
14.	Type of Reporting Person (See Instructions) PN

10

SEQ.=1,FOLIO='10',FILE='C:\JMS\rcheney\15-9425-1\task7350214\9425-1-ba-03.htm',USER='rcheney',CD='Apr 20 16:07 2015'

2.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors XXIII, L.P. — Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	x
	(b)	o
3.	SEC Use Only
4.	Source of Funds (See Instructions) WC/OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power 100,655
	8.	Shared Voting Power -0-
	9.	Sole Dispositive Power 100,655
	10.	Shared Dispositive Power -0-
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 100,655
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
13.	Percent of Class Represented by Amount in Row (11) 0.25%
14.	Type of Reporting Person (See Instructions) PN

11

SEQ.=1,FOLIO='11',FILE='C:\JMS\rcheney\15-9425-1\task7350214\9425-1-ba-03.htm',USER='rcheney',CD='Apr 20 16:07 2015'

2.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors XXIV, L.P. — Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	x
	(b)	o
3.	SEC Use Only
4.	Source of Funds (See Instructions) WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power 2,065
	8.	Shared Voting Power -0-
	9.	Sole Dispositive Power 2,065
	10.	Shared Dispositive Power -0-
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,065
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
13.	Percent of Class Represented by Amount in Row (11) 0.01%
14.	Type of Reporting Person (See Instructions) PN

12

SEQ.=1,FOLIO='12',FILE='C:\JMS\rcheney\15-9425-1\task7350214\9425-1-ba-03.htm',USER='rcheney',CD='Apr 20 16:07 2015'

2.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) RH Fund 1, L.P. — Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	x
	(b)	o
3.	SEC Use Only
4.	Source of Funds (See Instructions) WC/OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power 52,891
	8.	Shared Voting Power -0-
	9.	Sole Dispositive Power 52,891
	10.	Shared Dispositive Power -0-
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 52,891
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
13.	Percent of Class Represented by Amount in Row (11) 0.13%
14.	Type of Reporting Person (See Instructions) PN

13

SEQ.=1,FOLIO='13',FILE='C:\JMS\rcheney\15-9425-1\task7350214\9425-1-ba-03.htm',USER='rcheney',CD='Apr 20 16:07 2015'

2.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Ralph V. Whitworth — Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	x
	(b)	o
3.	SEC Use Only
4.	Source of Funds (See Instructions) NA
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
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 2,366,660
	9.	Sole Dispositive Power -0-
	10.	Shared Dispositive Power 2,366,660
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,366,660
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
13.	Percent of Class Represented by Amount in Row (11) 5.77%
14.	Type of Reporting Person (See Instructions) IN

14

SEQ.=1,FOLIO='14',FILE='C:\JMS\rcheney\15-9425-1\task7350214\9425-1-ba-03.htm',USER='rcheney',CD='Apr 20 16:07 2015'

2.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) David H. Batchelder — Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	x
	(b)	o
3.	SEC Use Only
4.	Source of Funds (See Instructions) NA
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
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 2,366,660
	9.	Sole Dispositive Power -0-
	10.	Shared Dispositive Power 2,366,660
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,366,660
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
13.	Percent of Class Represented by Amount in Row (11) 5.77%
14.	Type of Reporting Person (See Instructions) IN

15

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SET mrlNoTableShading *Item 1. Security and Issuer*

This Schedule 13D/A constitutes the eleventh amendment to the Schedule 13D originally filed by the Reporting Persons with the Securities and Exchange Commission (the “ SEC ”) on February 25, 2013 and amended by Amendment No. 1, No. 2, No. 3, No. 4, No. 5, No. 6, No. 7, No. 8, No. 9 and No. 10 filed by the Reporting Persons with the SEC on March 25, 2013, May 6, 2013, August 30, 2013, January 15, 2014, March 21, 2014, October 31, 2014, November 12, 2014, November 28, 2014, January 16, 2015 and March 13, 2015 (the “ Statement ”) with respect to the common stock, $10.00 par value (the “ Shares ”), of SPX Corporation (the “ Issuer ” or the “ Company ”). Except as specifically amended by this Schedule 13D/A, the Statement remains in full force and effect.

Item 3. Source and Amount of Funds or Other Consideration

RILLC and the Managed Accounts purchased an aggregate of 779,770 Shares for a total consideration (including brokerage commissions) of $57.7 million derived from capital of RILLC and the Managed Accounts.

The Relational LPs purchased an aggregate of 1,586,890 Shares for total consideration (including brokerage commissions) of $116.4 million derived from the capital of the Relational LPs.

16

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Item 5. Interest in Securities of the Issuer

(a) As of the date of this Statement, the Reporting Persons beneficially owned in the aggregate 2,366,660 Shares, constituting 5.77% of the outstanding Shares. The percentage of Shares owned is based upon 40,983,795 Shares outstanding on February 13, 2015, as set forth in the Issuer’s Form 10-Q for the period ended December 31, 2014. The Reporting Persons may be deemed to have direct beneficial ownership of the Shares as follows:

NAME	NUMBER OF SHARES	% OF OUTSTANDING SHARES	VOTING AND DISPOSITIVE POWER
RILLC	779,770	1.90 %	Sole
MC I	474,452	1.16 %	Sole
MC II	506,464	1.24 %	Sole
RFP	7,467	0.02 %	Sole
RCP	117,686	0.29 %	Sole
RI IX	136,379	0.33 %	Sole
RI XV	78,805	0.19 %	Sole
RI XVI	39,056	0.10 %	Sole
RI XX	70,970	0.17 %	Sole
RI XXIII	100,655	0.25 %	Sole
RI XXIV	2,065	0.01 %	Sole
RH 1	52,891	0.13 %	Sole

17

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SET mrlNoTableShading RILLC, individually and in its capacity as an investment adviser, may be deemed to possess direct beneficial ownership of the 779,770 Shares that are owned by it and the Managed Accounts. Additionally, RILLC, as the sole general partner, or sole managing member of the general partner, of each of the Relational LPs may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) the 1,586,890 Shares beneficially owned by the Relational LPs because the limited partnership agreements of the Relational LPs specify that RILLC has sole investment discretion and voting authority with respect to those Shares.

Each of Messrs. Whitworth and Batchelder, as Principals of RILLC, may be deemed to share indirect beneficial ownership of the Shares which RILLC may beneficially own. Each of Messrs. Whitworth and Batchelder disclaims beneficial ownership of such Shares for all other purposes.

To the best of the knowledge of each of the Reporting Persons, other than as set forth above, none of the persons named in Item 2 is the beneficial owner of any Shares.

(b) See item (a) above.

(c) Except as set forth in Exhibit A to this Statement, none of the Reporting Persons has effected any transactions in the Shares during the past sixty days not previously reported.

(d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares covered by this Statement, except that dividends from, and proceeds from the sale of, the Shares held by accounts managed by RILLC may be delivered to such accounts.

(e) Not applicable.

SET mrlNoTableShading Item 7. Material to Be Filed as Exhibits

The following Exhibits are filed herewith:

Exhibit A - Information concerning transactions in the Shares effected by the Reporting Persons in the last 60 days not previously reported.

18

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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.

Dated: April 20, 2015

RELATIONAL INVESTORS MID-CAP FUND I, L.P. RELATIONAL INVESTORS MID-CAP FUND II, L.P. RELATIONAL FUND PARTNERS, L.P. RELATIONAL COAST PARTNERS, L.P. RELATIONAL INVESTORS IX, L.P. RELATIONAL INVESTORS XV, L.P. RELATIONAL INVESTORS XVI, L.P. RELATIONAL INVESTORS XX, L.P. RELATIONAL INVESTORS XXIII, L.P. RELATIONAL INVESTORS XXIV, L.P. RH FUND 1, L.P.

By:
as general partner to each,
By:	/s/ Ralph V. Whitworth
	Ralph V. Whitworth, Principal
RELATIONAL INVESTORS, LLC
By:	/s/ Ralph V. Whitworth
	Ralph V. Whitworth, Principal
/s/ Ralph V. Whitworth
Ralph V. Whitworth
/s/ David H. Batchelder
David H. Batchelder

19

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