V2X, Inc. — Major Shareholding Notification 2018

Jun 4, 2018

SC 13G 1 efc18-394_sc13g.htm Licensed to: Sidley Austin LLP Document created using EDGARfilings PROfile 4.4.0.0 Copyright 1995 - 2018 Broadridge

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

VECTRUS, INC.

(Name of Issuer)

Common stock, $0.01 par value per share

(Title of Class of Securities)

92242T101

(CUSIP Number)

May 25, 2018

(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)

[ X ] Rule 13d-1(c)

[ ] 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).

Continued on following pages

Page 1 of 8 Pages Exhibit Index: Page 7

SCHEDULE 13G
CUSIP No. 92242T101	Page 2 of 8 Pages

1	NAMES OF REPORTING PERSONS
	NUMERIC INVESTORS LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐
	(b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER
		0
	6	SHARED VOTING POWER
		597,093
	7	SOLE DISPOSITIVE POWER
		0
	8	SHARED DISPOSITIVE POWER
		597,093
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	597,093
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.32%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

SCHEDULE 13G
CUSIP No. 92242T101	Page 3 of 8 Pages

1	NAMES OF REPORTING PERSONS
	MAN GROUP PLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐
	(b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United Kingdom
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER
		0
	6	SHARED VOTING POWER
		597,093
	7	SOLE DISPOSITIVE POWER
		0
	8	SHARED DISPOSITIVE POWER
		597,093
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	597,093
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.32%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO, HC

SCHEDULE 13G
Page 4 of 8 Pages

Item 1(a).
Vectrus, Inc. (the “Issuer”)

Item 1(b).
655 Space Center Drive, Colorado Springs, Colorado 80915

Item 2(a).
This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
(i)	Numeric Investors LLC (the “Investment Manager”); and
(ii)	Man Group plc (the “Parent Company”).

This Statement relates to Shares (as defined herein) held by certain funds and/or managed accounts to which the Investment Manager serves as investment manager (collectively, the “ Numeric Funds ”). Parent Company indirectly, through various intermediate entities, controls the Investment Manager.

Item 2(b). Address of Principal Business Office or, if None, Residence:

The address of the principal business office of the Investment Manager is 470 Atlantic Avenue, 6th Floor, Boston, MA 02210. The address of the principal business office of the Parent Company is Riverbank House, 2 Swan Lane, London EC4R 3AD, United Kingdom.

Item 2(c). Citizenship:

The Investment Manager is a Delaware limited liability company. The Parent Company is a United Kingdom public limited company.

Item 2(d). Title of Class of Securities:

Common stock, $0.01 par value per share (the “Shares”)

Item 2(e). CUSIP Number:

92242T101

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:

This Item 3 is not applicable.

Item 4. Ownership:

Item 4(a) Amount Beneficially Owned:

As of June 4, 2018, each of the Reporting Persons may be deemed to be the beneficial owner of 597,093 Shares held by the Numeric Funds. The Parent Company hereby disclaims any beneficial ownership of any such Shares.

SCHEDULE 13G
Page 5 of 8 Pages

Item 4(b) Percent of Class:

As of June 4, 2018, each of the Reporting Persons may be deemed the beneficial owner of approximately 5.32% of Shares outstanding. (There were 11,224,424 Shares outstanding as of May 2, 2018, according to the Issuer’s quarterly report on Form 10-Q, filed May 5, 2018.)

Item 4(c) Number of Shares as to which such person has:

(i) Sole power to vote or direct the vote:	0
(ii) Shared power to vote or direct the vote:	597,093
(iii) Sole power to dispose or direct the disposition of:	0
(iv) Shared power to dispose or direct the disposition of:	597,093

Item 5. Ownership of Five Percent or Less of a Class:

This Item 5 is not applicable.

Item 6. Ownership of More than Five Percent on Behalf of Another Person:

See disclosure in Items 2 and 4 hereof. The Numeric Funds 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.

ITEM 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:

See disclosure in Item 2 hereof.

Item 8. Identification and Classification of Members of the Group:

This Item 8 is not applicable.

Item 9. Notice of Dissolution of Group:

This Item 9 is not applicable.

Item 10. Certification:

By signing below each Reporting Person certifies that, to the best of its 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, other than activities solely in connection with a nomination under §240.14a-11.

Page 6 of 8 Pages

SIGNATURE

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

NUMERIC INVESTORS LLC
By:	/s/ Christopher Ancona
	Christopher Ancona
	Chief Compliance Officer

MAN GROUP PLC
By:	/s/ Michelle Robyn Grew
	Michelle Robyn Grew
	Chief Administrative Officer

June 4, 2018

Page 7 of 8 Pages

EXHIBIT INDEX

Ex.		Page No.
A	Joint Filing Agreement	8

Page 8 of 8 Pages

EXHIBIT A

JOINT FILING AGREEMENT

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

DATED as of June 4, 2018

NUMERIC INVESTORS LLC
By:	/s/ Christopher Ancona
	Christopher Ancona
	Chief Compliance Officer

MAN GROUP PLC
By:	/s/ Michelle Robyn Grew
	Michelle Robyn Grew
	Chief Administrative Officer