Gifford Combs‘ Dalton Investments is taking steps to reduce its exposure to Eros International plc (NYSE:EROS). According to a recently amended filing with the Securities and Exchange Commission, the fund has reduced its holding in the stock to 2.57 million share or 8% of the company’s common stock. By virtue of his management position at Dalton, James B. Rosenwald is deemed to own 2.63 million shares of the company, which include 65,000 shares held by Rosenwald Capital Management, another investment vehicle he currently manages. The current holding has been reduced by about 300,000 shares from the position of 2.87 million Eros shares that the fund reported owning as of March 31.
Eros International plc (NYSE:EROS) is a producer and distributor of Indian films, commonly known as Bollywood movies. The stock received a boost from analysts at the end of June, as Bank of America and Jefferies Group reiterated their ‘Hold’ and ‘Buy’ ratings on the stock, respectively, with Jefferies also hiking its price target on the stock to $17 per share, up from the previous target of $14 per share. So far this year, Eros’ stock has been on a steady uptrend, having advanced by 94% to yesterday’s closing price of $17.75 per share. The company is scheduled to release its next financial report on August 16 before the market opens and the consensus among analysts is for it to report $0.09 in earnings per share and revenue of $76.6 million.
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Hedge fund interest in Eros International plc (NYSE:EROS) plummeted during the first quarter, as the number of long positions held by the funds in our system dropped to 12 as of the end of March, from 19 registered three months earlier. David Forster and Peter Wilton’s IBIS Capital Partners boosted its stake in the company by 9% during the quarter, to 790,686 shares. On the other hand, Richard Driehaus‘ Driehaus Capital dumped 64% of its stake in Eros during the period, reducing its holding to 110,766 shares.
You can access the original SEC filing by clicking here.
Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Dalton Investments | 2,571,952 | 9. | 2,571,952 | 11. | 2,571,952 | 8.0% |
| Rosenwald Capital Management, Inc | 65,000 | 9. | 65,000 | 11. | 65,000 | 0.2% |
| James B. Rosenwald III | 65,000 | 2,571,952 | 65,000 | 2,571,952 | 2,636,952 | 8.2% |
| Steven D. Persky | 8. | 2,571,952 | 10. | 2,571,952 | 2,571,952 | 8.0% |
| Gifford Combs | 8. | 2,571,952 | 10. | 2,571,952 | 2,571,952 | 8.0% |
| Belita Ong | 8. | 2,571,952 | 10. | 2,571,952 | 2,571,952 | 8.0% |
| Arthur Hebert | 8. | 2,571,952 | 10. | 2,571,952 | 2,571,952 | 8.0% |
| Erin Lavelle | 8. | 2,571,952 | 10. | 2,571,952 | 2,571,952 | 8.0% |
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Page 1 of 12 – SEC Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
EROS
INTERNATIONAL PLC
(Name of Issuer)
A Ordinary Shares, Par Value GBP 0.30 per Share
(Title of Class of Securities)
B86NL05
(CUSIP Number)
Arthur Hebert
Dalton Investments LLC
1601 Cloverfield Boulevard, Suite 5050 North
Santa Monica, CA 90404
(424) 231-9100
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
July 19, 2016
(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. ¨
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 persons 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).
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Page 2 of 12 – SEC Filing
| CUSIP No. B86NL05 |
| 1. | Names of I.R.S. Identification Nos. of above persons (entities only) Dalton Investments LLC | |||||
| 2. | Check the Appropriate Box if a Member (a) ¨ (b) x | |||||
| 3. | SEC Use Only | |||||
| 4. | Source of Funds (See Instructions) AF | |||||
| 5. | Check if Disclosure of Legal ¨ | |||||
| 6. | Citizenship or Place of California | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 2,571,952 | ||||
| 8. | Shared Voting Power | |||||
| 9. | Sole Dispositive Power 2,571,952 | |||||
| 10. | Shared Dispositive Power | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 2,571,952 | |||||
| 12. | Check if the Aggregate Amount in Row ¨ | |||||
| 13. | Percent of Class Represented by Amount 8.0%* | |||||
| 14. | Type of Reporting Person (See IA, OO | |||||
| * | Based upon 31,982,488 Shares (as defined in Item 1 herein), as reported in the Issuers (as defined in Item 1 herein) Form 20-F/A filed on August 20, 2015. |
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Page 3 of 12 – SEC Filing
| CUSIP No. B86NL05 |
| 1. | Names of I.R.S. Identification Nos. of above persons (entities only) Rosenwald Capital Management, Inc. | |||||
| 2. | Check the Appropriate Box if a Member (a) ¨ (b) x | |||||
| 3. | SEC Use Only | |||||
| 4. | Source of Funds (See Instructions) AF | |||||
| 5. | Check if Disclosure of Legal ¨ | |||||
| 6. | Citizenship or Place of New York | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 65,000 | ||||
| 8. | Shared Voting Power | |||||
| 9. | Sole Dispositive Power 65,000 | |||||
| 10. | Shared Dispositive Power | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 65,000 | |||||
| 12. | Check if the Aggregate Amount in Row ¨ | |||||
| 13. | Percent of Class Represented by Amount 0.2%* | |||||
| 14. | Type of Reporting Person (See IA, CO | |||||
| * | Based upon 31,982,488 Shares (as defined in Item 1 herein), as reported in the Issuers Form 20-F/A filed on August 20, 2015. |
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Page 4 of 12 – SEC Filing
| CUSIP No. B86NL05 |
| 1. | Names of I.R.S. Identification Nos. of above persons (entities only) James B. Rosenwald III | |||||
| 2. | Check the Appropriate Box if a Member (a) ¨ (b) x | |||||
| 3. | SEC Use Only | |||||
| 4. | Source of Funds (See Instructions) AF | |||||
| 5. | Check if Disclosure of Legal ¨ | |||||
| 6. | Citizenship or Place of United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 65,000 | ||||
| 8. | Shared Voting Power 2,571,952 | |||||
| 9. | Sole Dispositive Power 65,000 | |||||
| 10. | Shared Dispositive Power 2,571,952 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 2,636,952 | |||||
| 12. | Check if the Aggregate Amount in Row ¨ | |||||
| 13. | Percent of Class Represented by Amount 8.2%* | |||||
| 14. | Type of Reporting Person (See IN, HC | |||||
| * | Based upon 31,982,488 Shares (as defined in Item 1 herein), as reported in the Issuers Form 20-F/A filed on August 20, 2015. |
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Page 5 of 12 – SEC Filing
| CUSIP No. B86NL05 |
| 1. | Names of I.R.S. Identification Nos. of above persons (entities only) Steven D. Persky | |||||
| 2. | Check the Appropriate Box if a Member (a) ¨ (b) x | |||||
| 3. | SEC Use Only | |||||
| 4. | Source of Funds (See Instructions) AF | |||||
| 5. | Check if Disclosure of Legal ¨ | |||||
| 6. | Citizenship or Place of United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power | ||||
| 8. | Shared Voting Power 2,571,952 | |||||
| 9. | Sole Dispositive Power | |||||
| 10. | Shared Dispositive Power 2,571,952 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 2,571,952 | |||||
| 12. | Check if the Aggregate Amount in Row ¨ | |||||
| 13. | Percent of Class Represented by Amount 8.0%* | |||||
| 14. | Type of Reporting Person (See IN, HC | |||||
| * | Based upon 31,982,488 Shares (as defined in Item 1 herein), as reported in the Issuers Form 20-F/A filed on August 20, 2015. |
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Page 6 of 12 – SEC Filing
| CUSIP No. B86NL05 |
| 1. | Names of I.R.S. Identification Nos. of above persons (entities only) Gifford Combs | |||||
| 2. | Check the Appropriate Box if a Member (a) ¨ (b) x | |||||
| 3. | SEC Use Only | |||||
| 4. | Source of Funds (See Instructions) AF | |||||
| 5. | Check if Disclosure of Legal ¨ | |||||
| 6. | Citizenship or Place of United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power | ||||
| 8. | Shared Voting Power 2,571,952 | |||||
| 9. | Sole Dispositive Power | |||||
| 10. | Shared Dispositive Power 2,571,952 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 2,571,952 | |||||
| 12. | Check if the Aggregate Amount in Row ¨ | |||||
| 13. | Percent of Class Represented by Amount 8.0%* | |||||
| 14. | Type of Reporting Person (See IN, HC | |||||
| * | Based upon 31,982,488 Shares (as defined in Item 1 herein), as reported in the Issuers Form 20-F/A filed on August 20, 2015. |
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Page 7 of 12 – SEC Filing
| CUSIP No. B86NL05 |
| 1. | Names of I.R.S. Identification Nos. of above persons (entities only) Belita Ong | |||||
| 2. | Check the Appropriate Box if a Member (a) ¨ (b) x | |||||
| 3. | SEC Use Only | |||||
| 4. | Source of Funds (See Instructions) AF | |||||
| 5. | Check if Disclosure of Legal ¨ | |||||
| 6. | Citizenship or Place of United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power | ||||
| 8. | Shared Voting Power 2,571,952 | |||||
| 9. | Sole Dispositive Power | |||||
| 10. | Shared Dispositive Power 2,571,952 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 2,571,952 | |||||
| 12. | Check if the Aggregate Amount in Row ¨ | |||||
| 13. | Percent of Class Represented by Amount 8.0%* | |||||
| 14. | Type of Reporting Person (See IN, HC | |||||
| * | Based upon 31,982,488 Shares (as defined in Item 1 herein), as reported in the Issuers Form 20-F/A filed on August 20, 2015. |
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Page 8 of 12 – SEC Filing
| CUSIP No. B86NL05 |
| 1. | Names of I.R.S. Identification Nos. of above persons (entities only) Arthur Hebert | |||||
| 2. | Check the Appropriate Box if a Member (a) ¨ (b) x | |||||
| 3. | SEC Use Only | |||||
| 4. | Source of Funds (See Instructions) AF | |||||
| 5. | Check if Disclosure of Legal ¨ | |||||
| 6. | Citizenship or Place of United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power | ||||
| 8. | Shared Voting Power 2,571,952 | |||||
| 9. | Sole Dispositive Power | |||||
| 10. | Shared Dispositive Power 2,571,952 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 2,571,952 | |||||
| 12. | Check if the Aggregate Amount in Row ¨ | |||||
| 13. | Percent of Class Represented by Amount 8.0%* | |||||
| 14. | Type of Reporting Person (See IN, HC | |||||
| * | Based upon 31,982,488 Shares (as defined in Item 1 herein), as reported in the Issuers Form 20-F/A filed on August 20, 2015. |
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Page 9 of 12 – SEC Filing
| CUSIP No. B86NL05 |
| 1. | Names of I.R.S. Identification Nos. of above persons (entities only) Erin Lavelle | |||||
| 2. | Check the Appropriate Box if a Member (a) ¨ (b) x | |||||
| 3. | SEC Use Only | |||||
| 4. | Source of Funds (See Instructions) AF | |||||
| 5. | Check if Disclosure of Legal ¨ | |||||
| 6. | Citizenship or Place of United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power | ||||
| 8. | Shared Voting Power 2,571,952 | |||||
| 9. | Sole Dispositive Power | |||||
| 10. | Shared Dispositive Power 2,571,952 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 2,571,952 | |||||
| 12. | Check if the Aggregate Amount in Row ¨ | |||||
| 13. | Percent of Class Represented by Amount 8.0%* | |||||
| 14. | Type of Reporting Person (See IN, HC | |||||
| * | Based upon 31,982,488 Shares (as defined in Item 1 herein), as reported in the Issuers Form 20-F/A filed on August 20, 2015. |
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Page 10 of 12 – SEC Filing
This Amendment No. 4 to the Schedule 13D (this Amendment No. 4) relates to the A ordinary
shares, par value GBP 0.30 per Share (the Shares), of Eros International Plc, an Isle of Man public limited company (the Issuer), and amends the Schedule 13D filed on November 2, 2015 as amended by Amendment
No. 3 thereto filed with the SEC on December 8, 2015, Amendment No. 2 thereto filed with the SEC on December 4, 2015 and Amendment No. 1 thereto filed with the SEC on November 27, 2015 (the Original Schedule
13D and, together with this Amendment No. 4, the Schedule 13D). Capitalized terms used and not defined in this Amendment No. 4 have the meanings set forth in the Original Schedule 13D.
This Amendment No. 4 is being filed to amend Item 2, Item 3, Item 5 and Item 7.
| Item 2. | Identity and Background |
Item 2(a) Individual Reporting Persons of the
Original Schedule 13D is supplementally amended as follows:
Each of the following persons is a member of Daltons management
committee (Daltons Management Committee): James B. Rosenwald III (Mr. Rosenwald), Steven Persky (Mr. Persky), Gifford Combs (Mr. Combs), Belita Ong (Ms. Ong), Arthur Hebert (Mr.
Hebert) and Erin Lavelle (Ms. Lavelle) (such persons collectively being the Dalton Individual Reporting Persons).
Mr. Rosenwald also serves as Chairman and Chief Executive Officer of RCM (in such capacity, the RCM Individual Reporting
Person).
Item 2(c) of the Original Schedule 13D is supplementally amended as follows:
The principal business of each of Dalton and RCM is that of a registered investment adviser engaging in the purchase and sale of investments
for Advisory Clients.
The principal occupation of Mr. Rosenwald is serving in certain capacities for Dalton (including Daltons
Asia Strategy Chief Investment Officer and Co-Chair of Daltons Management Committee) and serving as Chairman and Chief Executive Officer of RCM. The principal occupations of Mr. Persky, Mr. Combs, Ms. Ong, Mr. Hebert and
Ms. Lavelle are serving in certain capacities for Dalton (including serving as members of Daltons Management Committee).
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 of the Original Schedule
13D is supplementally amended as follows:
The responses to Item 5 of this Amendment No. 4 are incorporated herein by reference.
Since the filing of Amendment No. 3, the Reporting Persons used working capital of the Advisory Clients to purchase 8,290 Shares for
a total purchase price of $78,792.34 and sold 373,416 Shares including the 116,376 Shares reported herein on Exhibit B (the Sold Shares). The total sale price for the Sold Shares was $4,832,831.07, including brokerage commissions.
| Item 5. | Interest in Securities of the Issuer |
Paragraphs (a)-(b) and (c) of
Item 5 of the Original Schedule 13D are supplementally amended as follows:
The percentages used in this Item 5 and in the rest
of the Schedule 13D are calculated based upon an aggregate of 31,982,488 Shares outstanding on March 31, 2015 as reported in the Issuers Form 20-F/A filed on August 20, 2015.
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Page 11 of 12 – SEC Filing
| (a)-(b) | As of 12:00 p.m., Los Angeles time, on July 21, 2016, Dalton may be deemed to be the beneficial owner 2,571,952 Shares, constituting approximately 8% of the Issuers outstanding Shares. By virtue of their positions as control persons of Dalton, the Dalton Individual Reporting Persons may be deemed to share beneficial ownership of such Shares. RCM may be deemed to be the beneficial owner of 65,000 Shares, constituting approximately 0.2% of the Issuers outstanding Shares. By virtue of his position as a control person of RCM, the RCM Individual Reporting Person may be deemed to be the beneficial owner of such Shares. |
| (c) | Except as set forth on Exhibit B attached hereto, there have been no transactions with respect to the Shares during the sixty days prior to the date hereof by any Reporting Persons. |
| Item 7. | Material to Be Filed as Exhibits |
Item 7 of the Original Schedule 13D is
supplementally amended as follows:
The joint filing agreement pursuant to Rule 13d-1(k), attached as Exhibit A.
The list of transactions by the Reporting Persons in the last 60 days, attached as Exhibit B.
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Page 12 of 12 – SEC Filing
Signatures
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.
Date: July 21, 2016
| Dalton Investments LLC | ||
| By: | /s/ James B. Rosenwald III | |
| Name: James B. Rosenwald III | ||
| Title: Managing Member | ||
| Rosenwald Capital Management, Inc. | ||
| By: | /s/ James B. Rosenwald III | |
| Name: James B. Rosenwald III | ||
| Title: Chairman and Chief Executive Officer | ||
| /s/ James B. Rosenwald III | ||
| James B. Rosenwald III | ||
| /s/ Stephen D. Persky | ||
| Stephen D. Persky | ||
| /s/ Gifford Combs | ||
| Gifford Combs | ||
| /s/ Belita Ong | ||
| Belita Ong | ||
| /s/ Arthur Hebert | ||
| Arthur Hebert | ||
| /s/ Erin Lavelle | ||
| Erin Lavelle | ||
