Filing Details
- Accession Number:
- 0001193125-21-032399
- Form Type:
- 13G Filing
- Publication Date:
- 2021-02-08 16:31:54
- Filed By:
- Oep Skna, L.p.
- Company:
- Allegro Microsystems Inc.
- Filing Date:
- 2021-02-08
- SEC Url:
- 13G Filing
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 |
|---|---|---|---|---|---|---|
| OEP SKNA | 0 | 44,442,898 | 0 | 44,442,898 | 44,442,898 | 23.5% |
| OEP VI GP, Ltd | 0 | 44,442,898 | 0 | 44,442,898 | 44,442,898 | 23.5% |
| OEP VI General Partner | 0 | 44,442,898 | 0 | 44,442,898 | 44,442,898 | 23.5% |
| OEP SKNA GP | 0 | 44,442,898 | 0 | 44,442,898 | 44,442,898 | 23.5% |
United States
Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to § 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
Allegro MicroSystems, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
01749D105
(CUSIP Number)
December 31, 2020
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in 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).
| CUSIP No. 01749D105 | Schedule 13G | Page 1 of 9 |
| 1 | Names of Reporting Persons
OEP SKNA, L.P. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Cayman Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
44,442,898 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
44,442,898 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
44,442,898 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
23.5% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. 01749D105 | Schedule 13G | Page 2 of 9 |
| 1 | Names of Reporting Persons
OEP VI GP, Ltd. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Cayman Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
44,442,898 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
44,442,898 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
44,442,898 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
23.5% | |||||
| 12 | Type of Reporting Person
CO | |||||
| CUSIP No. 01749D105 | Schedule 13G | Page 3 of 9 |
| 1 | Names of Reporting Persons
OEP VI General Partner, L.P. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Cayman Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
44,442,898 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
44,442,898 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
44,442,898 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
23.5% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. 01749D105 | Schedule 13G | Page 4 of 9 |
| 1 | Names of Reporting Persons
OEP SKNA GP, LLC | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
44,442,898 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
44,442,898 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
44,442,898 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
23.5% | |||||
| 12 | Type of Reporting Person
OO (Limited Liability Company) | |||||
| CUSIP No. 01749D105 | Schedule 13G | Page 5 of 9 |
| ITEM 1. | (a) | Name of Issuer: | ||
| Allegro MicroSystems, Inc. (the Issuer). | ||||
| (b) | Address of Issuers Principal Executive Offices: | |||
| 955 Perimeter Road, Manchester, New Hampshire, 03103. | ||||
| ITEM 2. | (a) | Name of Person Filing: | ||
| Each of the following is hereinafter individually referred to as a Reporting Person and collectively as the Reporting Persons. This statement is filed on behalf of: | ||||
| OEP SKNA, L.P.; | ||||
| OEP VI GP, Ltd.; | ||||
| OEP VI General Partner, L.P.; and | ||||
| OEP SKNA GP, LLC. | ||||
| (b) | Address or Principal Business Office: | |||
| The principal business address of the Reporting Persons is C/O One Equity Partners, 510 Madison Avenue, 19th Floor, New York, New York, 10022. | ||||
| (c) | Citizenship of each Reporting Person is: | |||
| OEP SKNA GP, LLC is organized under the laws of the State of Delaware. Each of the other Reporting Persons are organized under the laws of the Cayman Islands. | ||||
| (d) | Title of Class of Securities: | |||
| Common Stock, par value $0.01 per share (Common Stock). | ||||
| (e) | CUSIP Number: | |||
| 01749D105 | ||||
| ITEM 3. |
Not applicable.
| ITEM 4. | Ownership. |
(a-c)
| CUSIP No. 01749D105 | Schedule 13G | Page 6 of 9 |
The ownership information below represents beneficial ownership of Common Stock of the Issuer as of the date hereof, based upon 189,431,766 shares of Common Stock outstanding as of November 16, 2020 based on the quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 20, 2020.
| 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 of: | Shared power to dispose or to direct the disposition of: | ||||||||||||||||||
| OEP SKNA, L.P. | 44,442,898 | 23.5 | % | 0 | 44,442,898 | 0 | 44,442,898 | |||||||||||||||||
| OEP VI GP, Ltd. | 44,442,898 | 23.5 | % | 0 | 44,442,898 | 0 | 44,442,898 | |||||||||||||||||
| OEP VI General Partner, L.P. | 44,442,898 | 23.5 | % | 0 | 44,442,898 | 0 | 44,442,898 | |||||||||||||||||
| OEP SKNA GP, LLC | 44,442,898 | 23.5 | % | 0 | 44,442,898 | 0 | 44,442,898 | |||||||||||||||||
OEP SKNA, L.P. is the record holder of the shares of Common Stock reported herein. OEP VI GP, Ltd. is the general partner of OEP VI General Partner, L.P., which is the managing member of OEP SKNA GP, LLC, which in turn is the general partner of OEP SKNA, L.P. Richard Cashin, David Han, James B. Cherry, Gregory Belinfanti, Paul Carl (Chip) Schorr IV, Johann-Melchior von Peter and Jamie Koven are the members of OEP VI GP. As a result, each of the foregoing entities and individuals may be deemed to share beneficial ownership of the securities held by OEP SKNA, L.P. Each of the foregoing individuals disclaims any such beneficial ownership.
| ITEM 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| ITEM 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| ITEM 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
Not applicable.
| ITEM 8. | Identification and Classification of Members of the Group. |
Not applicable.
| ITEM 9. | Notice of Dissolution of Group. |
Not applicable.
| CUSIP No. 01749D105 | Schedule 13G | Page 7 of 9 |
| ITEM 10. | Certification. |
Not applicable.
| CUSIP No. 01749D105 | Schedule 13G | Page 8 of 9 |
SIGNATURE
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 8, 2021
| OEP SKNA, L.P. | ||
| By: OEP VI SKNA GP, LLC, its general partner | ||
| By: | /s/ Paul C. Schorr IV | |
| Name: | Paul C. Schorr IV | |
| Title: | Senior Managing Director | |
| OEP VI GP, Ltd. | ||
| By: | /s/ Paul C. Schorr IV | |
| Name: | Paul C. Schorr IV | |
| Title: | Senior Managing Director | |
| OEP VI General Partner, L.P. | ||
| By: OEP VI GP, Ltd., its general partner | ||
| By: | /s/ Paul C. Schorr IV | |
| Name: | Paul C. Schorr IV | |
| Title: | Senior Managing Director | |
| OEP SKNA GP, LLC | ||
| By: | /s/ Paul C. Schorr IV | |
| Name: | Paul C. Schorr IV | |
| Title: | Senior Managing Director | |
| CUSIP No. 01749D105 | Schedule 13G | Page 9 of 9 |
LIST OF EXHIBITS
| Exhibit No. | Description | |
| 99 | Joint Filing Agreement. | |