Filing Details

(1) See Note 1 to Item 5 below.

The following constitutes Amendment No. 3 to the Schedule 13D previously filed by the undersigned (“Amendment No. 3”) with respect to BrightSphere Investment Group plc.  This Amendment No. 3 amends the Schedule 13D as specifically set forth herein. 

Item 4 of the Schedule 13D is hereby amended by adding the following:

The information regarding the Repurchase Agreement (as defined in Item 6) set forth in Item 6 below is incorporated herein by reference.

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a)            The aggregate percentage of Common Stock reported owned by the Reporting Person is based upon 79,819,128 shares of Common Stock outstanding as of November 2, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities Exchange Commission on November 5, 2021.  As of the date hereof, the Reporting Person may be deemed to have beneficially owned approximately 25.1% of the outstanding Common Stock.

(b)            Number of shares of Common Stock as to which Paulson has:

(i) Sole power to vote or direct the vote: 20,000,552 (see Note 1).

(ii) Shared power to vote or direct the vote: 0

(iii) Sole power to dispose or direct the disposition: 20,000,552 (see Note 1).

(iv) Shared power to dispose or direct the disposition: 0

(c)            The Reporting Person has not entered into any transactions in the Common Stock during the past sixty days

(d)            See Note 1.

(e)            Not applicable.

Note 1: Paulson furnishes investment advice to and manages the Funds. In its role as investment advisor, or manager, as the case may be, Paulson possesses voting and investment power over the securities of the Issuer described in this Schedule 13D that are owned by the Funds. The pecuniary interest of all securities reported in this Schedule is owned by the Funds. Except for the purpose of determining beneficial ownership under Section 13(d) of the Securities Exchange Act of 1934, as amended, Paulson disclaims beneficial ownership of all securities reported in this Schedule 13D.

For reporting purposes, the aggregate amount of Common Stock deemed to be beneficially owned by the Reporting Person is calculated based on an aggregate of 20,000,552 shares of Common Stock held by the Reporting Person as of the date hereof.

Item 6 is hereby amended to add the following:

On November 3, 2021, in advance of a fixed price tender offer by Issuer to purchase up to 33,300,000 shares of Common Stock (the “Tender Offer”), the Issuer, Reporting Person and certain funds managed by the Reporting Person and its affiliates (the “Paulson Funds”) entered into that certain Stock Repurchase Agreement (the “Repurchase Agreement”), which is attached as Exhibit 10.1 to the Issuer’s Form 8-K filed with the Securities Exchange Commission on November 4, 2021. Pursuant to the Stock Repurchase Agreement, the Issuer agreed that it will repurchase from the Paulson Funds, if necessary, a number of shares of Common Stock such that, upon the closing of the repurchase, the Paulson Funds’ percentage ownership interest in the Issuer’s outstanding shares of Common Stock shall not exceed 19.99% of the Issuer’s total outstanding shares of Common Stock. The repurchase would be made at the same price per share as is paid in the Tender Offer and would occur on the 11th business day following the expiration of the Tender Offer.

Item 7 is hereby amended to add the following exhibit:

SIGNATURES

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

Dated:  November 5, 2021