Filing Details
- Accession Number:
- 0001345471-20-000016
- Form Type:
- 13D Filing
- Publication Date:
- 2020-05-01 16:30:55
- Filed By:
- Trian Partners
- Company:
- Nvent Electric Plc (NYSE:NVT)
- Filing Date:
- 2020-05-01
- 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 |
---|---|---|---|---|---|---|
Nelson Peltz | 0 | 13,561,925 | 0 | 13,561,925 | 13,561,925 | 7.98% |
Peter W. May | 0 | 13,561,925 | 0 | 13,561,925 | 13,561,925 | 7.98% |
Edward P. Garden | 0 | 13,561,925 | 0 | 13,561,925 | 13,561,925 | 7.98% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
NVENT ELECTRIC PLC
(Name of Issuer)
Ordinary Shares, nominal value $0.01 per share
(Title of Class of Securities)
G6700G 107
(CUSIP Number)
Brian L. Schorr, Esq. Trian Fund Management, L.P. 280 Park Avenue, 41st Floor New York, New York 10017 Tel. No.: (212) 451-3000 |
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 1, 2020
(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 which 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 on s. See Rule 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 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Nelson Peltz | | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [_] (b) [_] | ||
3 | SEC USE ONLY | | ||
4 | SOURCE OF FUNDS AF | | ||
5 | CHECK BOX 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 0 | | |
8 | SHARED VOTING POWER 13,561,925 | | ||
9 | SOLE DISPOSITIVE POWER 0 | | ||
10 | SHARED DISPOSITIVE POWER 13,561,925 | | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,561,925 | | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [ ] | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.98%* | | ||
14 | TYPE OF REPORTING PERSON IN | |
_______
* Calculated based on 169,849,544 ordinary shares outstanding as of March 31, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter
ended March 31, 2020 (the “Form 10-Q”).
1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Peter W. May | | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [_] (b) [_] | ||
3 | SEC USE ONLY | | ||
4 | SOURCE OF FUNDS AF | | ||
5 | CHECK BOX 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 0 | | |
8 | SHARED VOTING POWER 13,561,925 | | ||
9 | SOLE DISPOSITIVE POWER 0 | | ||
10 | SHARED DISPOSITIVE POWER 13,561,925 | | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,561,925 | | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [ ] | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.98%* | | ||
14 | TYPE OF REPORTING PERSON IN | |
_______
* Calculated based on 169,849,544 ordinary shares outstanding as of March
31, 2020, as reported in the Issuer’s Form 10-Q.
1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Edward P. Garden | | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [_] (b) [_] | ||
3 | SEC USE ONLY | | ||
4 | SOURCE OF FUNDS AF | | ||
5 | CHECK BOX 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 0 | | |
8 | SHARED VOTING POWER 13,561,925 | | ||
9 | SOLE DISPOSITIVE POWER 0 | | ||
10 | SHARED DISPOSITIVE POWER 13,561,925 | | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,561,925 | | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [ ] | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.98%* | | ||
14 | TYPE OF REPORTING PERSON IN | |
_______
* Calculated based on 169,849,544 ordinary shares outstanding as of March
31, 2020, as reported in the Issuer’s Form 10-Q.
1 | NAME OF REPORTING PERSON Trian Fund Management, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 20-3454182 | | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [_] (b) [_] | ||
3 | SEC USE ONLY | | ||
4 | SOURCE OF FUNDS AF | | ||
5 | CHECK BOX 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 13,561,925 | | ||
9 | SOLE DISPOSITIVE POWER 0 | | ||
10 | SHARED DISPOSITIVE POWER 13,561,925 | | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,561,925 | | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [ ] | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.98%* | | ||
14 | TYPE OF REPORTING PERSON PN | |
_______
* Calculated based on 169,849,544 ordinary shares outstanding as of March
31, 2020, as reported in the Issuer’s Form 10-Q.
1 | NAME OF REPORTING PERSON Trian Fund Management GP, LLC S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 20-3454087 | | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [_] (b) [_] | ||
3 | SEC USE ONLY | | ||
4 | SOURCE OF FUNDS AF | | ||
5 | CHECK BOX 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 13,561,925 | | ||
9 | SOLE DISPOSITIVE POWER 0 | | ||
10 | SHARED DISPOSITIVE POWER 13,561,925 | | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,561,925 | | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [ ] | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.98%* | | ||
14 | TYPE OF REPORTING PERSON OO | |
_______
* Calculated based on 169,849,544 ordinary shares outstanding as of March
31, 2020, as reported in the Issuer’s Form 10-Q.
1 | NAME OF REPORTING PERSON Trian Partners, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 20-3453988 | | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [_] (b) [_] | ||
3 | SEC USE ONLY | | ||
4 | SOURCE OF FUNDS WC | | ||
5 | CHECK BOX 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 2,571,666 | | ||
9 | SOLE DISPOSITIVE POWER 0 | | ||
10 | SHARED DISPOSITIVE POWER 2,571,666 | | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,571,666 | | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [X] | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.51%* | | ||
14 | TYPE OF REPORTING PERSON PN | |
_______
* Calculated based on 169,849,544 ordinary shares outstanding as of
March 31, 2020, as reported in the Issuer’s Form 10-Q.
1 | NAME OF REPORTING PERSON Trian Partners Master Fund, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 98-0468601 | | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [_] (b) [_] | ||
3 | SEC USE ONLY | | ||
4 | SOURCE OF FUNDS WC | | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | [_] | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | | |
8 | SHARED VOTING POWER 2,739,122 | | ||
9 | SOLE DISPOSITIVE POWER 0 | | ||
10 | SHARED DISPOSITIVE POWER 2,739,122 | | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,739,122 | | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [X] | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.61%* | | ||
14 | TYPE OF REPORTING PERSON PN | |
_______
* Calculated based on 169,849,544 ordinary shares outstanding as of
March 31, 2020, as reported in the Issuer’s Form 10-Q.
1 | NAME OF REPORTING PERSON Trian Partners Parallel Fund I, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 20-3694154 | | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [_] (b) [_] | ||
3 | SEC USE ONLY | | ||
4 | SOURCE OF FUNDS WC | | ||
5 | CHECK BOX 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 322,144 | | ||
9 | SOLE DISPOSITIVE POWER 0 | | ||
10 | SHARED DISPOSITIVE POWER 322,144 | | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 322,144 | | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [X] | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.19%* | | ||
14 | TYPE OF REPORTING PERSON PN | |
_______
* Calculated based on 169,849,544 ordinary shares outstanding as of March 31, 2020, as reported in the Issuer’s Form 10-Q.
1 | NAME OF REPORTING PERSON Trian Partners Strategic Investment Fund-A, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 27-4180625 | | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [_] (b) [_] | ||
3 | SEC USE ONLY | | ||
4 | SOURCE OF FUNDS WC | | ||
5 | CHECK BOX 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 2,727,957 | | ||
9 | SOLE DISPOSITIVE POWER 0 | | ||
10 | SHARED DISPOSITIVE POWER 2,727,957 | | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,727,957 | | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [X] | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.61%* | | ||
14 | TYPE OF REPORTING PERSON PN | |
_______
* Calculated based on 169,849,544 ordinary shares outstanding as of
March 31, 2020, as reported in the Issuer’s Form 10-Q.
1 | NAME OF REPORTING PERSON Trian Partners Strategic Investment Fund-N, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 80-0958490 | | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [_] (b) [_] | ||
3 | SEC USE ONLY | | ||
4 | SOURCE OF FUNDS WC | | ||
5 | CHECK BOX 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 2,058,075 | | ||
9 | SOLE DISPOSITIVE POWER 0 | | ||
10 | SHARED DISPOSITIVE POWER 2,058,075 | | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,058,075 | | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [X] | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.21%* | | ||
14 | TYPE OF REPORTING PERSON PN | |
_______
* Calculated based on 169,849,544 ordinary shares outstanding as of
March 31, 2020, as reported in the Issuer’s Form 10-Q.
1 | NAME OF REPORTING PERSON Trian Partners Strategic Investment Fund II, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 45-4929803 | | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [_] (b) [_] | ||
3 | SEC USE ONLY | | ||
4 | SOURCE OF FUNDS WC | | ||
5 | CHECK BOX 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 869,255 | | ||
9 | SOLE DISPOSITIVE POWER 0 | | ||
10 | SHARED DISPOSITIVE POWER 869,255 | | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 869,255 | | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [X] | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.51%* | | ||
14 | TYPE OF REPORTING PERSON PN | |
_______
* Calculated based on 169,849,544 ordinary shares outstanding as of
March 31, 2020, as reported in the Issuer’s Form 10-Q.
1 | NAME OF REPORTING PERSON Trian Partners Strategic Investment Fund-D, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 98-1108184 | | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [_] (b) [_] | ||
3 | SEC USE ONLY | | ||
4 | SOURCE OF FUNDS WC | | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | [_] | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | | |
8 | SHARED VOTING POWER 429,755 | | ||
9 | SOLE DISPOSITIVE POWER 0 | | ||
10 | SHARED DISPOSITIVE POWER 429,755 | | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 429,755 | | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [X] | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.25%* | | ||
14 | TYPE OF REPORTING PERSON PN | |
_______
* Calculated based on 169,849,544 ordinary shares outstanding as of
March 31, 2020, as reported in the Issuer’s Form 10-Q.
1 | NAME OF REPORTING PERSON Trian Partners Fund (Sub)-G, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 90-1035117 | | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [_] (b) [_] | ||
3 | SEC USE ONLY | | ||
4 | SOURCE OF FUNDS WC | | ||
5 | CHECK BOX 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 137,587 | | ||
9 | SOLE DISPOSITIVE POWER 0 | | ||
10 | SHARED DISPOSITIVE POWER 137,587 | | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 137,587 | | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [X] | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.08%* | | ||
14 | TYPE OF REPORTING PERSON PN | |
_____________
* Calculated based on 169,849,544 ordinary shares outstanding as of
March 31, 2020, as reported in the Issuer’s Form 10-Q.
1 | NAME OF REPORTING PERSON Trian Partners Strategic Fund-G II, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 46-5509975 | | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [_] (b) [_] | ||
3 | SEC USE ONLY | | ||
4 | SOURCE OF FUNDS WC | | ||
5 | CHECK BOX 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 407,366 | | ||
9 | SOLE DISPOSITIVE POWER 0 | | ||
10 | SHARED DISPOSITIVE POWER 407,366 | | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 407,366 | | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [X] | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.24%* | | ||
14 | TYPE OF REPORTING PERSON PN | |
_______
* Calculated based on 169,849,544 ordinary shares outstanding as of
March 31, 2020, as reported in the Issuer’s Form 10-Q.
1 | NAME OF REPORTING PERSON Trian Partners Strategic Fund-G III, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 47-2121971 | | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [_] (b) [_] | ||
3 | SEC USE ONLY | | ||
4 | SOURCE OF FUNDS WC | | ||
5 | CHECK BOX 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 204,518 | | ||
9 | SOLE DISPOSITIVE POWER 0 | | ||
10 | SHARED DISPOSITIVE POWER 204,518 | | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 204,518 | | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [X] | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.12%* | | ||
14 | TYPE OF REPORTING PERSON PN | |
_______
* Calculated based on 169,849,544 ordinary shares outstanding as of
March 31, 2020, as reported in the Issuer’s Form 10-Q.
1 | NAME OF REPORTING PERSON Trian Partners Strategic Fund-K, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 47-5116069 | | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [_] (b) [_] | ||
3 | SEC USE ONLY | | ||
4 | SOURCE OF FUNDS WC | | ||
5 | CHECK BOX 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 618,590 | | ||
9 | SOLE DISPOSITIVE POWER 0 | | ||
10 | SHARED DISPOSITIVE POWER 618,590 | | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 618,590 | | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [X] | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.36%* | | ||
14 | TYPE OF REPORTING PERSON PN | |
_______
* Calculated based on 169,849,544 ordinary shares outstanding as of
March 31, 2020, as reported in the Issuer’s Form 10-Q.
1 | NAME OF REPORTING PERSON Trian Partners Strategic Fund-C, Ltd. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 98-1327448 | | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [_] (b) [_] | ||
3 | SEC USE ONLY | | ||
4 | SOURCE OF FUNDS WC | | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | [_] | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | | |
8 | SHARED VOTING POWER 455,268 | | ||
9 | SOLE DISPOSITIVE POWER 0 | | ||
10 | SHARED DISPOSITIVE POWER 455,268 | | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 455,268 | | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [X] | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.27%* | | ||
14 | TYPE OF REPORTING PERSON OO | |
_______
* Calculated based on 169,849,544 ordinary shares outstanding as of
March 31, 2020, as reported in the Issuer’s Form 10-Q.
1 | NAME OF REPORTING PERSON Brian M. Baldwin S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON | | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [_] (b) [_] | ||
3 | SEC USE ONLY | | ||
4 | SOURCE OF FUNDS WC | | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | [_] | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | | |
8 | SHARED VOTING POWER 8,724 | | ||
9 | SOLE DISPOSITIVE POWER 0 | | ||
10 | SHARED DISPOSITIVE POWER 8,724 | | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,724 | | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [X] | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.01%* | | ||
14 | TYPE OF REPORTING PERSON IN | |
_______
* Calculated based on 169,849,544 ordinary shares outstanding as of
March 31, 2020, as reported in the Issuer’s Form 10-Q.
This Amendment No. 3 (“Amendment No. 3”) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on May 9,
2018, as amended by Amendment No. 1 filed on June 1, 2018, and as amended by Amendment No. 2 filed on May 17, 2019 (as amended, the “Schedule 13D”), relating to the Ordinary Shares, nominal value $0.01 per share (the “Shares”), of nVent Electric plc,
an Irish public limited company (the “Issuer”). The address of the principal executive office of the Issuer is The Mille, 1000 Great West Road, 8th Floor (East), London, TW8 9DW United Kingdom.
Capitalized terms not defined herein shall have the meanings ascribed to them in the Schedule 13D. Except as set forth
herein, the Schedule 13D is unmodified.
Items 3, 4, 5, 6 and 7 of the Schedule 13D are hereby amended and supplemented as follows:
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following information:
On January 2, 2020, Mr. Baldwin received 4,620 Shares following the vesting of RSUs previously granted to him on January 2, 2019 in connection with his
service on the Issuer's Board of Directors (net of 1,155 Shares surrendered to pay taxes applicable to the vesting of such RSUs).
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information:
On May 1, 2020, Brian Baldwin, a Partner at Trian Management, informed the Issuer of his resignation from the Issuer's Board of Directors. A copy of the
letter sent to Randall Hogan, Chairman of the Board of the Issuer, and Beth Wozniak, Chief Executive Officer of the Issuer, is attached hereto as Exhibit 5.
Mr. Baldwin has played an active role in helping guide the Issuer since it was spun off from Pentair two years ago, and Trian Management believes that the
Issuer is positioned to navigate the current economic downturn and resume growth when conditions improve in the future. Mr. Baldwin has been a director of the Issuer since April 2018, and has served on its Governance and Compensation Committees, and
prior to that, he attended meetings of the Board of Directors of Pentair in an observer capacity since September 2015. After being involved with Pentair and the Issuer for more than four and a half years, Mr. Baldwin believes it is an appropriate
time for him to step off of the Issuer’s Board of Directors to devote more time to his commitments to Trian Management. Mr. Baldwin will not stand for reelection at
the Issuer’s upcoming Annual General meeting.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended and supplemented by adding the following
information:
(a) As of 4:00 p.m., New York City time, on May 1, 2020, the Reporting Persons beneficially owned, in the aggregate, 13,561,925 Shares, representing approximately 7.98% of the Issuer’s outstanding Shares (calculated based on 169,849,544 Shares outstanding as of March 31, 2020, as reported in the Issuer’s Form 10-Q). Such Shares include an
aggregate of 13,550,806 Shares beneficially owned by the Reporting Persons through direct ownership of Shares, representing approximately 7.98% of the Issuer’s outstanding Shares, and an additional 11,119 Shares underlying nVent Director Options held
by Mr. Garden, representing approximately 0.01% of the Issuer’s outstanding Shares.
(b) As of 4:00 p.m., New York City time, on May 1, 2020, each of Trian Onshore, Trian Offshore, Parallel Fund I, TPSIF II, Strategic Fund-A, Strategic Fund-N, Strategic Fund-D, Fund G, Strategic Fund-G II, Strategic Fund-G III, Strategic Fund-K, Strategic Fund-C, Trian Management and Mr. Baldwin
beneficially and directly owns and has sole voting power and sole dispositive power with regard to 2,571,666; 2,739,122; 322,144; 869,255; 2,727,957; 2,058,075; 429,755; 137,587; 407,366, 204,518, 618,590, 455,268, 779 and 8,724 Shares, respectively,
except to the extent that other Reporting Persons as described in this Item 5 may be deemed to have shared voting power and shared dispositive power with regard to such Shares. Mr. Garden beneficially owns and has sole voting power and sole
dispositive power with regard to 11,119 Shares underlying nVent Director Options, except to the extent that other members of the Trian Group as described in this Item 5 may be deemed to have shared voting power and shared dispositive power with
regard to such Shares.
(c) There have been no transactions with respect to
the Shares during the past sixty days.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following information:
In connection with his service on the Issuer's Board of Directors, on January 2, 2020, Mr. Baldwin received from the
Issuer 5,015 RSUs pursuant to the nVent Electric plc 2018 Omnibus Incentive Plan. Each of these RSUs was forfeited on May 1, 2020.
Item 7. Materials to be Filed as Exhibits
Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following information:
5. Letter to Randall Hogan, Chairman of the Board of the Issuer, and Beth Wozniak, Chief Executive Officer of the Issuer, dated May 1, 2020
[INTENTIONALLY LEFT BLANK]
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned knowledge and belief, each of the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Dated: May 1, 2020
TRIAN FUND MANAGEMENT, L.P. | ||||
By: | Trian Fund Management GP, LLC, its general partner | |||
By: | /s/ EDWARD P. GARDEN | |||
Name: | Edward P. Garden | |||
Title: | Member | |||
TRIAN FUND MANAGEMENT GP, LLC | ||||
By: | /s/ EDWARD P. GARDEN | |||
Name: | Edward P. Garden | |||
Title: | Member | |||
TRIAN PARTNERS, L.P. | ||||
By: | Trian Partners GP, L.P., its general partner | |||
By: | Trian Partners General Partner, LLC, its general partner | |||
By: | /s/ EDWARD P. GARDEN | |||
Name: | Edward P. Garden | |||
Title: | Member | |||
TRIAN PARTNERS MASTER FUND, L.P. | ||||
By: | Trian Partners GP, L.P., its general partner | |||
By: | Trian Partners General Partner, LLC, its general partner | |||
By: | /s/ EDWARD P. GARDEN | |||
Name: | Edward P. Garden | |||
Title: | Member |
| ||||
TRIAN PARTNERS PARALLEL FUND I, L.P. | ||||
By: | Trian Partners Parallel Fund I General Partner, LLC, its general partner | |||
| | |||
By: | /s/ EDWARD P. GARDEN | |||
| Name: | Edward P. Garden | ||
| Title: | Member | ||
| ||||
TRIAN PARTNERS STRATEGIC INVESTMENT FUND-A, L.P. | ||||
By: | Trian Partners Strategic Investment Fund-A GP, L.P., its general partner | |||
| | |||
By: | Trian Partners Strategic Investment Fund-A General Partner, LLC, its general partner | |||
| | |||
By: | /s/ EDWARD P. GARDEN | |||
| Name: | Edward P. Garden | ||
| Title: | Member | ||
| ||||
TRIAN PARTNERS STRATEGIC INVESTMENT FUND-N, L.P. | ||||
By: | Trian Partners Strategic Investment Fund-N GP, L.P., its general partner | |||
| | |||
By: | Trian Partners Strategic Investment Fund-N General Partner, LLC., its general partner | |||
| | | ||
By: | /s/ EDWARD P. GARDEN | |||
| Name: | Edward P. Garden | ||
| Title: | Member | ||
| | | ||
TRIAN PARTNERS STRATEGIC INVESTMENT FUND II, L.P. | ||||
By: | Trian Partners Strategic Investment Fund II GP, L.P., its general partner | |||
| | |||
By: | Trian Partners Strategic Investment Fund-II General Partner, LLC., its general partner | |||
| | | ||
By: | /s/ EDWARD P. GARDEN | |||
| Name: | Edward P. Garden | ||
| Title: | Member |
| |||
TRIAN PARTNERS STRATEGIC INVESTMENT FUND-D, L.P. | |||
By: | Trian Partners Strategic Investment Fund-D GP, L.P., its general partner | ||
| | ||
By: | Trian Partners Strategic Investment Fund-D General Partner, LLC, its general partner | ||
| | | |
By: | /s/ EDWARD P. GARDEN | ||
| Name: | Edward P. Garden | |
| Title: | Member | |
| | | |
TRIAN PARTNERS FUND (SUB)-G, L.P. | |||
By: | Trian Partners Investment Fund-G GP, L.P., its general partner | ||
| | ||
By: | Trian Partners Investment Fund-G General Partner, LLC, its general partner | ||
| | | |
By: | /s/ EDWARD P. GARDEN | ||
| Name: | Edward P. Garden | |
| Title: | Member | |
TRIAN PARTNERS STRATEGIC FUND-G II, L.P. | |||
By: | Trian Partners Strategic Fund-G II GP, L.P., its general partner | ||
| | ||
By: | Trian Partners Strategic Fund-G II General Partner, LLC, its general partner | ||
| | | |
By: | /s/ EDWARD P. GARDEN | ||
| Name: | Edward P. Garden | |
| Title: | Member |
| | | ||
TRIAN PARTNERS STRATEGIC FUND-G III, L.P. | ||||
By: | Trian Partners Strategic Fund-G III GP, L.P., its general partner | |||
| | | ||
By: | Trian Partners Strategic Fund-G III General Partner, LLC, its general partner | |||
| | |||
By: | /s/ EDWARD P. GARDEN | |||
| Name | Edward P. Garden | ||
| Title | Member | ||
| | | ||
TRIAN PARTNERS STRATEGIC FUND-K, L.P. | ||||
By: | Trian Partners Strategic Fund-K GP, L.P., its general partner | |||
| | | ||
By: | Trian Partners Strategic Fund-K General Partner, LLC, its general partner | |||
| | |||
By: | /s/ EDWARD P. GARDEN | |||
| Name | Edward P. Garden | ||
| Title | Member | ||
TRIAN PARTNERS STRATEGIC FUND-C, LTD. | ||||
By: | /s/ EDWARD P. GARDEN | |||
Name | Edward P. Garden | |||
Title | Director | |||
/s/ NELSON PELTZ Nelson Peltz | ||||
/s/ PETER W. MAY Peter W. May | ||||
/s/ EDWARD P. GARDEN Edward P. Garden /s/ BRIAN M. BALDWIN Brian M. Baldwin |
Exhibit 5
BRIAN M. BALDWIN
280 Park Avenue, 41st Floor
New York, New York 10017
May 1, 2020
By Email
Mr. Randall J. Hogan, Chairman of the Board
Ms. Beth A. Wozniak, Chief Executive Officer
nVent Electric plc
The Mille
1000 Great West Road, 8th Floor (East)
London, TW8 9DW
United Kingdom
Dear Randy and Beth:
During the past four and half years, I have had the opportunity to serve as a director at nVent Electric plc (the “Company”) and as
board observer at Pentair plc. In my view, the Company is positioned to navigate the current economic downturn and to resume growth when conditions improve in the future. However, in light of my other commitments at Trian, I believe now is an
appropriate time for me to step off the nVent Board and I have decided to resign as a director of the Company, effective immediately, and will not stand for reelection at the Company’s 2020 Annual General Meeting.
On a personal note, I have enjoyed my time as a director and the opportunity to work constructively with you and the rest of the Board.
I wish the Board and the Company success in its future endeavors.
Very truly yours,
/s/ Brian M. Baldwin
cc: Mr. Jon D. Lammers, Executive Vice President,
General Counsel & Secretary