Filing Details

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Argo Group International Holdings, Ltd.
(Name of Issuer)
Common Shares, par value $1.00 per share
(Title of Class of Securities)
G0464B107
(CUSIP Number)
J. Daniel Plants Voce Capital Management LLC 600 Montgomery Street, Suite 4400 San Francisco, California 94111 (415) 489-2600   with a copy to: Aneliya Crawford, Esq. Schulte Roth & Zabel LLP 919 Third Avenue New York, New York 10022 (212) 756-2000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 6, 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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]

(Page 1 of 7 Pages)

______________________________

* 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	NAME OF REPORTING PERSON VOCE CAPITAL MANAGEMENT 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 BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION California, United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 1,974,447
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 1,974,447
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,974,447
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.8%
14	TYPE OF REPORTING PERSON OO

 

 

 

1	NAME OF REPORTING PERSON J. DANIEL PLANTS
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)¨ (b)¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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 0
	8	SHARED VOTING POWER 1,974,447
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 1,974,447
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,974,447
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.8%
14	TYPE OF REPORTING PERSON IN

 

 

This Amendment No. 4 (“Amendment No. 4”) amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on February 4, 2019 (the “Original Schedule 13D”), Amendment No. 1 filed with the SEC on February 25, 2019 (“Amendment No. 1”), Amendment No. 2 filed with the SEC on March 8, 2019 (“Amendment No. 2”) and Amendment No. 3 filled with the SEC on October 15, 2019 (“Amendment No. 3,” and together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2 and this Amendment No. 4, the “Schedule 13D”) with respect to the common shares, $1.00 par value (the “Common Shares”) of Argo Group International Holdings, Ltd., a Bermuda exempted company limited by shares (the “Issuer”). Capitalized terms used herein and not otherwise defined in this Amendment No. 4 have the meanings set forth in the Schedule 13D. This Amendment No. 4 amends Items 3, 4, 5 and 7 as set forth below.

 

Item 3.	SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
	Item 3 of the Schedule 13D is hereby amended and restated as follows:
	The Common Shares beneficially owned by Voce Capital Management were purchased with the working capital of the Voce Funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases.  The aggregate purchase price of the Common Shares beneficially owned by Voce Capital Management is approximately $130,523,748, including brokerage commissions.

 

Item 4.	PURPOSE OF TRANSACTION
	Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
	On November 6, 2019, Voce Capital Management distributed a press release (the “Press Release”) commenting on the recent retirement of Mark E. Watson III from his position as CEO and President of the Issuer.  In the Press Release, Voce Capital Management also called for a full evaluation of the Issuer’s strategic alternatives and reiterated the need for Board reform, now, in order to carry out a faithful evaluation of the Issuer’s strategic alternatives.  A copy of such press release is attached hereto as Exhibit 7, and is incorporated herein by reference in its entirety.

 

Item 5.	INTEREST IN SECURITIES OF THE ISSUER
	(a) The aggregate percentage of Common Shares reported as beneficially owned by each person named herein is based upon 34,288,704 Common Shares outstanding as of August 1, 2019, which is the total number of Common Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended June 30, 2019, filed with the Securities and Exchange Commission on August 6, 2019.

 

As of the close of business on November 6, 2019, Voce Capital Management beneficially owned 1,974,447 Common Shares, constituting approximately 5.8% of the Common Shares outstanding.  Voce Capital, as the sole managing member of Voce Capital Management, may be deemed to beneficially own the 1,974,447 Common Shares beneficially owned by Voce Capital Management, constituting approximately 5.8% of the Common Shares outstanding.  Mr. Plants, as the sole managing member of Voce Capital, may be deemed to beneficially own the 1,974,447 Common Shares beneficially owned by Voce Capital Management, constituting approximately 5.8% of the Common Shares outstanding.

	As of the close of business on November 6, 2019, the Reporting Persons collectively beneficially owned an aggregate of 1,974,447 Common Shares, constituting approximately 5.8% of the Common Shares outstanding.
	Each Reporting Person disclaims beneficial ownership with respect to any Common Shares other than the shares owned directly and of record by such Reporting Person.
	(b) By virtue of their respective positions with Voce Capital Management, each of Voce Capital and Mr. Plants may be deemed to have shared power to vote and dispose of the Shares reported beneficially owned by Voce Capital Management.
	(c) Schedule A attached hereto lists all transactions in Common Shares of the Issuer by the Reporting Persons since the filing of Amendment No. 3.

 

Item 7.	MATERIAL TO BE FILED AS EXHIBITS
	Item 7 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
Exhibit	Description
7	Press Release, dated November 6, 2019

 

 

SIGNATURES

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

Date: November 7, 2019

 

	VOCE CAPITAL MANAGEMENT LLC
	By:	Voce Capital LLC, its Managing Member
	By:	/s/ J. Daniel Plants
		Name: J. Daniel Plants
		Title: Managing Member
	VOCE CAPITAL LLC
	By:	/s/ J. Daniel Plants
		Name: J. Daniel Plants
		Title: Managing Member
	/s/ J. Daniel Plants
	J. Daniel Plants

 

SCHEDULE A

TRANSACTIONS IN COMMON SHARES BY THE REPORTING PERSONS

The following table set forth all transactions in the Common Shares effected by each of the Reporting Persons since the filing of Amendment No. 3 to the Schedule 13D. All such transactions were effected in the open market through a broker and all prices per share exclude commissions.

Voce Capital Management

 

Trade Date	Shares Purchased (Sold)	Price Per Share ($)
10/30/2019	17,066	62.22
10/30/2019	16,000	62.11
10/31/2019	15,055	61.22
10/31/2019	4,183	61.38
10/31/2019	9,026	61.16
11/1/2019	300	61.96
11/4/2019	25,961	61.55
11/5/2019	17,959	61.23
11/5/2019	5,340	60.94