Filing Details
- Accession Number:
- 0000892251-19-000021
- Form Type:
- 13D Filing
- Publication Date:
- 2019-02-06 16:46:08
- Filed By:
- Troendle August J.
- Company:
- Medpace Holdings Inc. (NASDAQ:MEDP)
- Filing Date:
- 2019-02-06
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| August J. Troendle | 603,702 | 7,751,125 | 603,702 | 7,751,125 | 8,354,827 | 23.5% |
| Medpace Investors | 0 | 7,751,125 | 0 | 7,751,125 | 7,751,125 | 21.8% |
Filing
United States
Securities and Exchange Commission
Washington, D.C. 20549
_________________________
SCHEDULE 13D
(Rule 13d-101)
_________________________
Information to be Included in Statements Filed Pursuant to § 240.13d-1(a) and Amendments Thereto Filed Pursuant to §
240.13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
_________________________
Medpace Holdings, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
58506Q109
(CUSIP Number)
Dr. August J. Troendle
c/o Medpace Holdings, Inc.
5375 Medpace Way
Cincinnati, OH 45227
Tel: (513) 579-9911
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February 1, 2019
(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 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).
| 1 | NAMES OF REPORTING PERSONS August J. Troendle | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐(b) ☒ | |||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS PF | |||
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐ | |||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 603,702 | ||
| 8 | SHARED VOTING POWER 7,751,125 | |||
| 9 | SOLE DISPOSITIVE POWER 603,702 | |||
| 10 | SHARED DISPOSITIVE POWER 7,751,125 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,354,827 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.5% | |||
| 14 | TYPE OF REPORTING PERSON IN | |||
| 1 | NAMES OF REPORTING PERSONS Medpace Investors, LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐(b) ☒ | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS OO | ||
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | |
| 8 | SHARED VOTING POWER 7,751,125 | ||
| 9 | SOLE DISPOSITIVE POWER 0 | ||
| 10 | SHARED DISPOSITIVE POWER 7,751,125 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,751,125 | ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.8% | ||
| 14 | TYPE OF REPORTING PERSON OO (Limited liability company) | ||
This Amendment No. 3 to the Schedule 13D (this “Amendment No. 3”) amends and supplements the Statement on Schedule 13D
filed with the United States Securities and Exchange Commission on August 26, 2016, as amended by Amendment No. 1 filed on August 8, 2018 and Amendment No. 2 filed on October 2, 2018 (collectively, the “Statement”), relating to the common stock
(the “Common Stock”), of Medpace Holdings, Inc., a Delaware corporation (the “Issuer”). Capitalized terms used herein without definition shall have the meaning set forth in the Statement.
Item 4. Purpose
of Transaction
Item 4 of the Statement is amended and supplemented by inserting the following information:
The responses to Items 5 and 6 of this Schedule 13D are incorporated herein by reference.
On November 15, 2018, MPI entered into a written stock selling plan in accordance with Rule 10b5-1 (the “Second MPI
Plan”). Pursuant to the Second MPI Plan, MPI may sell up to an aggregate of 400,000 shares of Common Stock, subject to market conditions and the pricing parameters specified in the Second MPI Plan. The Second MPI Plan is scheduled to terminate
January 16, 2020 or such earlier date as set forth in the Second MPI Plan.
Item 5. Interest
in Securities of the Issuer
Item 5 of the Statement is amended and restated in its entirety as follows:
(a) - (b)
The following sets forth the aggregate number and percentage of shares of Common Stock beneficially owned by each of the
Reporting Persons, as well as the number of shares of Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition,
or shared power to dispose or to direct the disposition of as of the date of this filing, based on 35,605,064 shares of Common Stock outstanding as of October 26, 2018.
| Reporting Person | Amount beneficially owned | Percent of Class | Sole power to vote or to direct the vote | Shared power to vote or to direct the vote | Sole power to dispose or to direct the disposition of | Shared power to dispose or to direct the disposition of |
| Dr. August J. Troendle | 8,354,827 | 23.5% | 603,702 | 7,751,125 | 603,702 | 7,751,125 |
| Medpace Investors, LLC | 7,751,125 | 21.8% | 0 | 7,751,125 | 0 | 7,751,125 |
As of February 5, 2019, MPI is the beneficial holder of 7,751,125 shares of Common Stock and the Trust is the beneficial
holder of 603,702 shares of Common Stock. Dr. Troendle is the sole trustee, sole beneficiary and settlor of the Trust. Dr. Troendle is the sole manager of, and has the power to vote and dispose the securities held by, MPI and in such capacity may
be deemed to share beneficial ownership of the shares of Common Stock owned by MPI.
Except as set forth in this Item 5(a)-(b), each of the persons named in this Item 5(a)-(b) disclaims beneficial
ownership of any shares of Common Stock owned beneficially or of record by any other person named in this Item 5(a)-(b).
(c) MPI sold 400,000 shares in open market transactions under the Second MPI Plan, as follows:
| Trade Date | Shares Sold | Price Per Share |
| 1/15/2019 | 600 | $ 61.00(1) |
| 1/16/2019 | 5,722 | $ 61.45(2) |
| 1/16/2019 | 1,500 | $ 62.04(3) |
| 1/17/2019 | 8,760 | $ 61.17(4) |
| 1/18/2019 | 38,318 | $ 61.43(5) |
| 1/22/2019 | 9,936 | $ 61.10(6) |
| 1/23/2019 | 24,160 | $ 61.22(7) |
| 1/24/2019 | 3,501 | $ 61.14(8) |
| 1/25/2019 | 27,958 | $ 61.13(9) |
| 1/28/2019 | 4,221 | $ 61.04(10) |
| 1/29/2019 | 1,100 | $ 61.05(11) |
| 1/30/2019 | 10,460 | $ 61.50(12) |
| 1/30/2019 | 19,120 | $ 62.53(13) |
| 1/30/2019 | 65,298 | $ 63.58(14) |
| 1/30/2019 | 7,950 | $ 64.20(15) |
| 1/31/2019 | 42,229 | $ 64.00(16) |
| 1/31/2019 | 26,154 | $ 64.49(17) |
| 2/1/2019 | 7,623 | $ 64.16(18) |
| 2/1/2019 | 37,103 | $ 65.29(19) |
| 2/1/2019 | 38,377 | $ 66.02(20) |
| 2/1/2019 | 990 | $ 66.69(21) |
| 2/4/2019 | 16,767 | $ 66.44(22) |
| 2/4/2019 | 2,153 | $ 67.28(23) |
(1) The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging
from $61.00 to $61.01. The Reporting Person undertakes to provide full pricing information to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission upon request.
(2) The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging
from $61.00 to $61.96. The Reporting Person undertakes to provide full pricing information to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission upon request.
(3) The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging
from $62.01 to $62.07. The Reporting Person undertakes to provide full pricing information to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission upon request.
(4) The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging
from $61.00 to $61.34. The Reporting Person undertakes to provide full pricing information to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission upon request.
(5) The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging
from $61.00 to $61.91. The Reporting Person undertakes to provide full pricing information to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission upon request.
(6) The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging
from $61.00 to $61.31. The Reporting Person undertakes to provide full pricing information to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission upon request.
(7) The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging
from $61.00 to $61.79. The Reporting Person undertakes to provide full pricing information to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission upon request.
(8) The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging
from $61.00 to $61.49. The Reporting Person undertakes to provide full pricing information to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission upon request.
(9) The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging
from $61.00 to $61.60. The Reporting Person undertakes to provide full pricing information to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission upon request.
(10) The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging
from $61.00 to $61.19. The Reporting Person undertakes to provide full pricing information to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission upon request.
(11) The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging
from $61.00 to $61.18. The Reporting Person undertakes to provide full pricing information to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission upon request.
(12) The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging
from $61.00 to $62.00. The Reporting Person undertakes to provide full pricing information to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission upon request.
(13) The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging
from $62.04 to $63.04. The Reporting Person undertakes to provide full pricing information to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission upon request.
(14) The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging
from $63.05 to $64.05. The Reporting Person undertakes to provide full pricing information to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission upon request.
(15) The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging
from $64.055 to $64.43. The Reporting Person undertakes to provide full pricing information to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission upon request.
(16) The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging
from $63.32 to $64.32. The Reporting Person undertakes to provide full pricing information to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission upon request.
(17) The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging
from $64.325 to $64.86. The Reporting Person undertakes to provide full pricing information to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission upon request.
(18) The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging
from $63.61 to $64.60. The Reporting Person undertakes to provide full pricing information to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission upon request.
(19) The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging
from $64.615 to $65.61. The Reporting Person undertakes to provide full pricing information to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission upon request.
(20) The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging
from $65.62 to $66.62. The Reporting Person undertakes to provide full pricing information to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission upon request.
(21) The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging
from $66.63 to $66.775. The Reporting Person undertakes to provide full pricing information to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission upon request.
(22) The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging
from $66.07 to $67.05. The Reporting Person undertakes to provide full pricing information to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission upon request.
(23) The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging
from $67.10 to $67.60. The Reporting Person undertakes to provide full pricing information to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission upon request.
(d) None.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
Item 6 of the Statement is amended and supplemented as follows:
Item 4 above summarizes certain provisions of the Second MPI Plan and is incorporated herein by reference. A copy of the
Second MPI Plan is attached as Exhibit 6 hereto, and is incorporated by reference.
Except as set forth herein and the Statement, none of the Reporting Persons or Related Persons has any contracts,
arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including, but not limited to, any contracts, arrangements, understandings or relationships concerning the transfer or
voting of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.
Item 7. Materials to be Filed as Exhibits
| Exhibit Number | Description |
| 1 | Joint Filing Agreement* |
| 2 | Voting Agreement* |
| 3 | Registration Rights Agreement* |
| 4 | Form of Lock-Up Agreement* |
| 5 | Rule 10b5-1 Stock Trading Plan of Medpace
Investors, LLC dated August 20, 2018* |
| 6 | Rule 10b5-1 Stock Trading Plan of Medpace
Investors, LLC dated November 15, 2018 |
* Filed in the Statement.
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: February 6, 2019 | /s/ Dr. August J. Troendle | |
| Dr. August J. Troendle | ||
| Medpace Investors, LLC | ||
| /s/ Dr. August J. Troendle | ||
| Name: Dr. August J. Troendle | ||
| Title: Sole Manager |