Filing Details
- Accession Number:
- 0000899140-21-000316
- Form Type:
- 13D Filing
- Publication Date:
- 2021-02-17 17:18:14
- Filed By:
- Clark Chad
- Company:
- Cpg Cooper Square International Equity Llc
- Filing Date:
- 2021-02-17
- 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 |
|---|---|---|---|---|---|---|
| Chad M. Clark | 630,000 | 0 | 630,000 | 0 | 630,000 | 69.56% |
| Matthew C. Pickering | 75,000 | 0 | 75,000 | 0 | 75,000 | 8.28% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
______________
(Amendment No. 2)*
______________
CPG Cooper Square International Equity, LLC
(Name of Issuer)
(Name of Issuer)
Class I Units
(Title of Class of Securities)
(Title of Class of Securities)
12590U 104
(CUSIP Number)
(CUSIP Number)
Chad M. Clark
Matthew C. Pickering
c/o Select Equity Group, L.P.
c/o Select Equity Group, L.P.
380 Lafayette Street, 6th Floor
New York, New York 10003
New York, New York 10003
(212) 475-8335
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Authorized to Receive Notices and Communications)
February 1, 2021
(Date of Event Which Requires Filing of Statement on Schedule 13D)
(Date of Event Which Requires Filing of Statement on Schedule 13D)
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), checking the following
box. /__/
* 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).
| CUSIP No. 12590U 104 | Schedule 13D/A | Page 2 of 6 Pages |
| (1) Name of
Reporting Persons: Chad M. Clark | |
| (2) Check
the Appropriate Box if a Member of a Group (See Instructions): (a) [ ] (b) [X] | |
| (3) SEC Use Only: | |
| (4) Source of Funds (See Instructions): PF | |
| (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 of America | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | (7) Sole Voting Power 630,000(1) |
| (8) Shared Voting Power 0 | |
| (9) Sole Dispositive Power 630,000(1) | |
| (10) Shared Dispositive Power 0 | |
| (11) Aggregate Amount Beneficially Owned by Each Reporting
Person: 630,000(1) | |
| (12) Check Box if the
Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): [ ] | |
| (13) Percent of Class Represented by Amount in Row (11): 69.56%* | |
| (14) Type of Reporting Person (See Instructions): IN | |
* Beneficial ownership based on 905,755.433 Class I Units outstanding as of February 1, 2021.
(1) All Class I Units are held by the Chad M. Clark Trust Dated 8/10/98, of which Mr. Clark is sole trustee.
| CUSIP No. 12590U 104 | Schedule 13D/A | Page 3 of 6 Pages | |
| (1) Name of Reporting Persons: Matthew C. Pickering | |||
| (2) Check
the Appropriate Box if a Member of a Group (See Instructions): (a) [ ] (b) [X] | |||
| (3) SEC Use Only: | |||
| (4) Source of Funds (See Instructions): PF | |||
| (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 of America | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | (7) Sole Voting Power 75,000(1) | ||
| (8) Shared Voting Power 0 | |||
| (9) Sole Dispositive Power 75,000 | |||
| (10) Shared Dispositive Power 0 | |||
| (11) Aggregate Amount Beneficially Owned by Each Reporting
Person: 75,000 | |||
| (12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): [ ] | |||
| (13) Percent of Class Represented by Amount in Row (11): 8.28%* | |||
| (14) Type of Reporting Person (See Instructions): IN | |||
* Beneficial ownership based on 905,755.433 Class I Units outstanding as of February 1, 2021.
(1) All Class I Units are held by the Matthew Campbell Pickering Trust, of which Mr. Pickering is sole trustee.
| CUSIP No. 12590U 104 | Schedule 13D/A | Page 4 of 6 Pages |
Explanatory Note
This Amendment No. 2 to Schedule 13D (this “Amendment No. 2”) amends and supplements the Schedule 13D filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 12, 2020 (the “Original Schedule 13D”), and Amendment No. 1 to Schedule 13D, filed with the SEC on December 10, 2020 (the “Amendment
No. 1”) relating to the Class I Units (the “Class I Units”) of CPG Cooper Square International Equity LLC, a Delaware limited liability company (the “Issuer”),
having its principal executive offices at c/o Central Park Group, LLC, 805 Third Avenue, 18th Floor, New York, NY 10022. Capitalized terms used herein without definition shall have the meanings set forth in the Original Schedule 13D.
| ITEM 2. | IDENTITY AND BACKGROUND |
Item 2 of the Original Schedule 13D is hereby amended and supplemented as follows:
(a) This Amendment No. 2 is being filed by Chad M. Clark and Matthew C. Pickering (the
persons collectively, the “Reporting Persons”) pursuant to their Joint Filing Agreement, attached as Exhibit 7.1 to the Original Schedule 13D.
(b) The business address of each of the Reporting Persons is c/o Select Equity, 380
Lafayette Street, 6th Floor, New York, New York 10003.
(c) Messrs. Clark and Pickering are portfolio managers of the Issuer and employees of
Select Equity Group, L.P., a Delaware limited partnership (“Select Equity”).
(d) No Reporting Person has, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) No Reporting Person has, during the last five years, been party to any civil
proceeding of a judicial or administrative body of competent jurisdiction and as a result of any such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws, or finding any violation with respect to such laws.
(f) Each of Messrs. Clark and Pickering is a United States citizen.
| CUSIP No. 12590U 104 | Schedule 13D/A | Page 5 of 6 Pages | |
| ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER | ||
Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:
| (a) and (b) | |
As of the date of this statement:
| • | Chad M. Clark is the beneficial owner of 630,000 Class I Units. Mr. Clark has sole voting and dispositive power over 630,000 Class I Units held by Chad M. Clark Trust Dated 8/10/98, a trust for which Mr. Clark
serves as sole trustee, as set forth below. |
| • | Matthew C. Pickering is the beneficial owner of 75,000 Class I Units Mr. Pickering has sole voting and dispositive power over 75,000 Class I Units held by Matthew Campbell Pickering Trust, a trust for which Mr.
Pickering serves as sole trustee, as set forth below. |
*The percentage of Class I Units beneficially owned is based on 905,755.433 Class I Units outstanding as of February 1, 2021.
| Reporting Persons | Number of Units With Sole Voting and Dispositive Power | Number of Units With Shared Voting and Dispositive Power | Aggregate Number of Units Beneficially Owned | Percentage* of Class Beneficially Owned |
| Chad M. Clark | 630,000 | 0 | 630,000 | 69.56% |
| Matthew C. Pickering | 75,000 | 0 | 75,000 | 8.28% |
In addition to Mr. Clark and Mr. Pickering, certain other employees of Select Equity hold Class I Units. If Mr. Clark and Mr. Pickering were to be deemed to be members of a “group” with such other
employees of Select Equity, the “group” would beneficially own 737,500 Class I Units, representing 81.42% of the outstanding Class I Units. Mr. Clark expressly disclaims, to the extent permitted by applicable law, beneficial ownership of the Class I
Units beneficially owned by Mr. Pickering and the other employees of Select Equity. Mr. Pickering expressly disclaims, to the extent permitted by applicable law, beneficial ownership of the Class I Units beneficially owned by Mr. Clark and the other
employees of Select Equity.
| (c) | Other than as described in Item 3 and Item 4, none of the Reporting Persons have effected any transactions involving the Class I Units in the 60 days prior to filing this Schedule 13D. | |
| (d) | Not applicable. | |
| (e) | Not applicable. |
| CUSIP No. 12590U 104 | Schedule 13D/A | Page 6 of 6 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this Amendment No. 2 to Schedule 13D is true, complete, and
correct.
Dated as of February 17, 2021
| | CHAD M. CLARK | | |
| | | | |
| | By: | /s/ Chad M. Clark | Date: February 17, 2021 |
| | | | |
| | | | |
| | MATTHEW C. PICKERING | | |
| | | | |
| | By: | /s/ Matthew C. Pickering | Date: February 17, 2021 |