Filing Details
- Accession Number:
- 0001345471-20-000030
- Form Type:
- 13D Filing
- Publication Date:
- 2020-07-02 17:04:00
- Filed By:
- Trian Partners
- Company:
- Nvent Electric Plc (NYSE:NVT)
- Filing Date:
- 2020-07-02
- 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 | 11,910,005 | 0 | 11,910,005 | 11,910,005 | 7.01% |
Peter W. May | 0 | 11,910,005 | 0 | 11,910,005 | 11,910,005 | 7.01% |
Edward P. Garden | 0 | 11,910,005 | 0 | 11,910,005 | 11,910,005 | 7.01% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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)
July 2, 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 11,910,005 | | ||
9 | SOLE DISPOSITIVE POWER 0 | | ||
10 | SHARED DISPOSITIVE POWER 11,910,005 | | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,910,005 | | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [ ] | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.01%* | | ||
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 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 11,910,005 | | ||
9 | SOLE DISPOSITIVE POWER 0 | | ||
10 | SHARED DISPOSITIVE POWER 11,910,005 | | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,910,005 | | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [ ] | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.01%* | | ||
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.
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 11,910,005 | | ||
9 | SOLE DISPOSITIVE POWER 0 | | ||
10 | SHARED DISPOSITIVE POWER 11,910,005 | | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,910,005 | | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [ ] | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.01%* | | ||
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.
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 11,910,005 | | ||
9 | SOLE DISPOSITIVE POWER 0 | | ||
10 | SHARED DISPOSITIVE POWER 11,910,005 | | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,910,005 | | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [ ] | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.01%* | | ||
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 11,910,005 | | ||
9 | SOLE DISPOSITIVE POWER 0 | | ||
10 | SHARED DISPOSITIVE POWER 11,910,005 | | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,910,005 | | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [ ] | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.01%* | | ||
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 2,258,166 | | ||
9 | SOLE DISPOSITIVE POWER 0 | | ||
10 | SHARED DISPOSITIVE POWER 2,258,166 | | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,258,166 | | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [X] | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.33%* | | ||
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 2,405,211 | | ||
9 | SOLE DISPOSITIVE POWER 0 | | ||
10 | SHARED DISPOSITIVE POWER 2,405,211 | | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,405,211 | | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [X] | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.42%* | | ||
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 282,871 | | ||
9 | SOLE DISPOSITIVE POWER 0 | | ||
10 | SHARED DISPOSITIVE POWER 282,871 | | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 282,871 | | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [X] | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.17%* | | ||
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 763,287 | | ||
9 | SOLE DISPOSITIVE POWER 0 | | ||
10 | SHARED DISPOSITIVE POWER 763,287 | | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 763,287 | | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [X] | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.45%* | | ||
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 2,395,403 | | ||
9 | SOLE DISPOSITIVE POWER 0 | | ||
10 | SHARED DISPOSITIVE POWER 2,395,403 | | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,395,403 | | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [X] | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.41%* | | ||
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 1,807,184 | | ||
9 | SOLE DISPOSITIVE POWER 0 | | ||
10 | SHARED DISPOSITIVE POWER 1,807,184 | | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,807,184 | | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [X] | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.06%* | | ||
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 377,365 | | ||
9 | SOLE DISPOSITIVE POWER 0 | | ||
10 | SHARED DISPOSITIVE POWER 377,365 | | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 377,365 | | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [X] | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.22%* | | ||
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 120,814 | | ||
9 | SOLE DISPOSITIVE POWER 0 | | ||
10 | SHARED DISPOSITIVE POWER 120,814 | | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 120,814 | | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [X] | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.07%* | | ||
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 357,705 | | ||
9 | SOLE DISPOSITIVE POWER 0 | | ||
10 | SHARED DISPOSITIVE POWER 357,705 | | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 357,705 | | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [X] | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.21%* | | ||
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 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 179,586 | | ||
9 | SOLE DISPOSITIVE POWER 0 | | ||
10 | SHARED DISPOSITIVE POWER 179,586 | | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 179,586 | | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [X] | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.11%* | | ||
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 543,181 | | ||
9 | SOLE DISPOSITIVE POWER 0 | | ||
10 | SHARED DISPOSITIVE POWER 543,181 | | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 543,181 | | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [X] | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.32%* | | ||
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 399,769 | | ||
9 | SOLE DISPOSITIVE POWER 0 | | ||
10 | SHARED DISPOSITIVE POWER 399,769 | | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 399,769 | | ||
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 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 0 | | ||
9 | SOLE DISPOSITIVE POWER 0 | | ||
10 | SHARED DISPOSITIVE POWER 0 | | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 | | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [X] | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.00%* | | ||
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. 4 (“Amendment No. 4”) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on May 9,
2018 (the “Original Schedule 13D”), as amended by Amendment No. 1 filed on June 1, 2018, as amended by Amendment No. 2 filed on May 17, 2019, and as amended by Amendment No. 3 (“Amendment No. 3”) filed on May 1, 2020 (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 2, 4 and 5 of the Schedule 13D are hereby amended and supplemented as follows:
Item 2. Identity and Background
Item 2 of the Schedule 13D is hereby amended and supplemented by adding the following information:
Since the filing of Amendment No. 3, Mr. Baldwin transferred a total of 8,724 Shares to Trian Management pursuant to the terms of the Baldwin Director Fee
Agreement described in the Original Schedule 13D, and Mr. Baldwin no longer beneficially owns any Shares following the transfer. As a result, following this Amendment No. 4, Mr. Baldwin will no longer be a Reporting Person and references to the “Trian
Group” shall no longer include Mr. Baldwin.
Item 4. Purposes of Transaction
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information:
The sales of Shares by Reporting Persons reported in this Amendment No. 4 were made for portfolio management purposes.
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 July 2, 2020, the Reporting Persons beneficially owned, in the aggregate, 11,910,005 Shares, representing approximately 7.01% 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 11,898,886 Shares beneficially owned by the Reporting Persons through direct ownership of Shares, representing approximately 7.01% 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 July 2, 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 2,258,166, 2,405,211, 282,871, 763,287, 2,395,403, 1,807,184, 377,365, 120,814, 357,705, 179,586, 543,181, 399,769, 8,344 and 0 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) Schedule A hereto (which is incorporated by
reference in this Item 5 as if restated in full herein) sets forth all transactions with respect to the Shares effected during the past sixty (60) days by any of the Reporting Persons, inclusive of the transactions effected through 4:00 pm, New York
City time, on July 2, 2020. All transactions set forth on Schedule A were effected in the open market. The prices set forth on Schedule A do not include commissions.
[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: July 2, 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 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-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-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 |
SCHEDULE A
Reporting Person | | Date | | Shares | | Price | | Type |
Trian Partners, L.P. Trian Partners, L.P. Trian Partners, L.P. Trian Partners, L.P. Trian Partners, L.P. Trian Partners, L.P. Trian Partners, L.P. Trian Partners Master Fund, L.P. Trian Partners Master Fund, L.P. Trian Partners Master Fund, L.P. Trian Partners Master Fund, L.P. Trian Partners Master Fund, L.P. Trian Partners Master Fund, L.P. Trian Partners Master Fund, L.P. Trian Partners Parallel Fund I, L.P. Trian Partners Parallel Fund I, L.P. Trian Partners Parallel Fund I, L.P. Trian Partners Parallel Fund I, L.P. Trian Partners Parallel Fund I, L.P. Trian Partners Parallel Fund I, L.P. Trian Partners Parallel Fund I, L.P. Trian Partners Strategic Investment Fund II, L.P. Trian Partners Strategic Investment Fund II, L.P. Trian Partners Strategic Investment Fund II, L.P. Trian Partners Strategic Investment Fund II, L.P. Trian Partners Strategic Investment Fund II, L.P. Trian Partners Strategic Investment Fund II, L.P. Trian Partners Strategic Investment Fund II, L.P. Trian Partners Strategic Investment Fund-A, L.P. Trian Partners Strategic Investment Fund-A, L.P. Trian Partners Strategic Investment Fund-A, L.P. Trian Partners Strategic Investment Fund-A, L.P. Trian Partners Strategic Investment Fund-A, L.P. Trian Partners Strategic Investment Fund-A, L.P. Trian Partners Strategic Investment Fund-A, L.P. Trian Partners Strategic Investment Fund-N, L.P. Trian Partners Strategic Investment Fund-N, L.P. Trian Partners Strategic Investment Fund-N, L.P. Trian Partners Strategic Investment Fund-N, L.P. Trian Partners Strategic Investment Fund-N, L.P. Trian Partners Strategic Investment Fund-N, L.P. Trian Partners Strategic Investment Fund-N, L.P. . Trian Partners Strategic Investment Fund-D, L.P. Trian Partners Strategic Investment Fund-D, L.P. Trian Partners Strategic Investment Fund-D, L.P. Trian Partners Strategic Investment Fund-D, L.P. Trian Partners Strategic Investment Fund-D, L.P. Trian Partners Strategic Investment Fund-D, L.P Trian Partners Strategic Investment Fund-D, L.P Trian Partners Fund (Sub)-G, L.P. Trian Partners Fund (Sub)-G, L.P. Trian Partners Fund (Sub)-G, L.P. Trian Partners Fund (Sub)-G, L.P. Trian Partners Fund (Sub)-G, L.P. Trian Partners Fund (Sub)-G, L.P. Trian Partners Fund (Sub)-G, L.P. Trian Partners Strategic Fund G-II, L.P. Trian Partners Strategic Fund G-II, L.P. Trian Partners Strategic Fund G-II, L.P. Trian Partners Strategic Fund G-II, L.P. Trian Partners Strategic Fund G-II, L.P. Trian Partners Strategic Fund G-II, L.P. Trian Partners Strategic Fund G-II, L.P. Trian Partners Strategic Fund G-III, L.P. Trian Partners Strategic Fund G-III, L.P. Trian Partners Strategic Fund G-III, L.P. Trian Partners Strategic Fund G-III, L.P. Trian Partners Strategic Fund G-III, L.P. Trian Partners Strategic Fund G-III, L.P. Trian Partners Strategic Fund G-III, L.P. Trian Partners Strategic Fund-K, L.P. Trian Partners Strategic Fund-K, L.P. Trian Partners Strategic Fund-K, L.P. Trian Partners Strategic Fund-K, L.P. Trian Partners Strategic Fund-K, L.P. Trian Partners Strategic Fund-K, L.P. Trian Partners Strategic Fund-K, L.P. Trian Partners Strategic Fund-C, Ltd. Trian Partners Strategic Fund-C, Ltd. Trian Partners Strategic Fund-C, Ltd. Trian Partners Strategic Fund-C, Ltd. Trian Partners Strategic Fund-C, Ltd. Trian Partners Strategic Fund-C, Ltd. Trian Partners Strategic Fund-C, Ltd. Trian Fund Management, L.P. Trian Fund Management, L.P. Trian Fund Management, L.P. Trian Fund Management, L.P. Trian Fund Management, L.P. Trian Fund Management, L.P. Trian Fund Management, L.P. | 6/23/2020 6/25/2020 6/26/2020 6/29/2020 6/30/2020 7/01/2020 7/02/2020 6/23/2020 6/25/2020 6/26/2020 6/29/2020 6/30/2020 7/01/2020 7/02/2020 6/23/2020 6/25/2020 6/26/2020 6/29/2020 6/30/2020 7/01/2020 7/02/2020 6/23/2020 6/25/2020 6/26/2020 6/29/2020 6/30/2020 7/01/2020 7/02/2020 6/23/2020 6/25/2020 6/26/2020 6/29/2020 6/30/2020 7/01/2020 7/02/2020 6/23/2020 6/25/2020 6/26/2020 6/29/2020 6/30/2020 7/01/2020 7/02/2020 6/23/2020 6/25/2020 6/26/2020 6/29/2020 6/30/2020 7/01/2020 7/02/2020 6/23/2020 6/25/2020 6/26/2020 6/29/2020 6/30/2020 7/01/2020 7/02/2020 6/23/2020 6/25/2020 6/26/2020 6/29/2020 6/30/2020 7/01/2020 7/02/2020 6/23/2020 6/25/2020 6/26/2020 6/29/2020 6/30/2020 7/01/2020 7/02/2020 6/23/2020 6/25/2020 6/26/2020 6/29/2020 6/30/2020 7/01/2020 7/02/2020 6/23/2020 6/25/2020 6/26/2020 6/29/2020 6/30/2020 7/01/2020 7/02/2020 6/23/2020 6/25/2020 6/26/2020 6/29/2020 6/30/2020 7/01/2020 7/02/2020 | 20,446 37,956 21,159 74,039 66,423 72,665 20,812 21,777 40,426 22,537 78,860 70,748 77,396 22,167 2,561 4,755 2,651 9,275 8,321 9,103 2,607 6,911 12,830 7,152 25,026 22,452 24,562 7,035 21,689 40,263 22,445 78,539 70,460 77,081 22,077 16,363 30,376 16,934 59,253 53,157 58,153 16,655 3,417 6,343 3,536 12,373 11,100 12,143 3,478 1,094 2,031 1,132 3,961 3,554 3,888 1,113 3,239 6,012 3,352 11,728 10,522 11,511 3,297 1,626 3,019 1,683 5,888 5,282 5,779 1,655 4,918 9,130 5,090 17,809 15,977 17,479 5,006 3,620 6,719 3,746 13,107 11,759 12,864 3,684 76 140 78 274 245 269 77 | $19.0398 $18.2072 $18.0290 $18.4770 $18.7240 $18.3791 $18.8659 $19.0398 $18.2072 $18.0290 $18.4770 $18.7240 $18.3791 $18.8659 $19.0398 $18.2072 $18.0290 $18.4770 $18.7240 $18.3791 $18.8659 $19.0398 $18.2072 $18.0290 $18.4770 $18.7240 $18.3791 $18.8659 $19.0398 $18.2072 $18.0290 $18.4770 $18.7240 $18.3791 $18.8659 $19.0398 $18.2072 $18.0290 $18.4770 $18.7240 $18.3791 $18.8659 $19.0398 $18.2072 $18.0290 $18.4770 $18.7240 $18.3791 $18.8659 $19.0398 $18.2072 $18.0290 $18.4770 $18.7240 $18.3791 $18.8659 $19.0398 $18.2072 $18.0290 $18.4770 $18.7240 $18.3791 $18.8659 $19.0398 $18.2072 $18.0290 $18.4770 $18.7240 $18.3791 $18.8659 $19.0398 $18.2072 $18.0290 $18.4770 $18.7240 $18.3791 $18.8659 $19.0398 $18.2072 $18.0290 $18.4770 $18.7240 $18.3791 $18.8659 $19.0398 $18.2072 $18.0290 $18.4770 $18.7240 $18.3791 $18.8659 | Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale |