Page 10 of 11 – SEC Filing
This Amendment No. 5 to the Schedule 13D (this Amendment No. 5) 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. 4 thereto filed with the SEC on July 22, 2016, 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. 5, the Schedule 13D). Capitalized terms used and not defined in this Amendment No. 5 have the meanings set
forth in the Original Schedule 13D.
This Amendment No. 5 is being filed to amend Item 3, Item 5 and Item 7.
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. 5 are incorporated herein by reference.
Since the filing of Amendment No. 4, the Reporting Persons sold 398,124 Shares as reported herein on Exhibit B (not including
the sale of 116,376 Shares as previously reported in Amendment No. 4) (the Sold Shares). The total sale price for the Sold Shares was $7,358,783.43, 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 32,949,314 Shares outstanding on March 31, 2016 as reported in the Issuers Form 20-F filed on July 27, 2017.
(a)-(b) As of 12:00 p.m., Los Angeles time, on August 10, 2016, Dalton may be deemed to be the beneficial owner 2,173,828 Shares, constituting approximately 6.6% 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.
This Amendment No. 5 to the Schedule 13D (this Amendment No. 5) 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. 4 thereto filed with the SEC on July 22, 2016, 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. 5, the Schedule 13D). Capitalized terms used and not defined in this Amendment No. 5 have the meanings set
forth in the Original Schedule 13D.
This Amendment No. 5 is being filed to amend Item 3, Item 5 and Item 7.
| 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. 5 are incorporated herein by reference.
Since the filing of Amendment No. 4, the Reporting Persons sold 398,124 Shares as reported herein on Exhibit B (not including
the sale of 116,376 Shares as previously reported in Amendment No. 4) (the Sold Shares). The total sale price for the Sold Shares was $7,358,783.43, 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 32,949,314 Shares outstanding on March 31, 2016 as reported in the Issuers Form 20-F filed on July 27, 2017.
| (a)-(b) | As of 12:00 p.m., Los Angeles time, on August 10, 2016, Dalton may be deemed to be the beneficial owner 2,173,828 Shares, constituting approximately 6.6% 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.
