Filing Details
- Accession Number:
- 0000950170-25-058891
- Form Type:
- 13D Filing
- Publication Date:
- 2025-04-24 20:00:00
- Filed By:
- Polpat LLC
- Company:
- Stagwell Inc (NASDAQ:STGW)
- Filing Date:
- 2025-04-25
- 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 |
|---|---|---|---|---|---|---|
| Polpat LLC | 0 | 116,044,633 | 0 | 116,044,633 | 116,044,633 | 43.5% |
| Steven A. Ballmer | 0 | 116,044,633 | 0 | 116,044,633 | 116,044,633 | 43.5% |
Filing
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
|
Stagwell Inc (Name of Issuer) |
Class A Common Stock (Title of Class of Securities) |
85256A109 (CUSIP Number) |
Brandt Vaughan PO Box 1558, Bellevue, WA, 98009 (425) 242-6391 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/04/2025 (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 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), check the following box.
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).
SCHEDULE 13D
|
| CUSIP No. | 85256A109 |
| 1 |
Name of reporting person
Polpat LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
116,044,633.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
43.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 85256A109 |
| 1 |
Name of reporting person
Steven A. Ballmer | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
116,044,633.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
43.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Common Stock |
| (b) | Name of Issuer:
Stagwell Inc |
| (c) | Address of Issuer's Principal Executive Offices:
One World Trade Center, Floor 65, New York,
NEW YORK
, 10007. |
| Item 2. | Identity and Background |
| (a) | The persons filing this Schedule 13D are Steven A. Ballmer and Polpat LLC, a Delaware limited liability company (collectively, the "Reporting Persons"). Polpat LLC is wholly owned by Mr. Ballmer. |
| (b) | The business address of each of the Reporting Persons is PO Box 1558, Bellevue, WA 98009. |
| (c) | Mr. Ballmer is an entrepreneur. |
| (d) | During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, none of the Reporting Persons was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction or was 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) | Polpat LLC is a Delaware limited liability company. Mr. Ballmer is a citizen of the United States. |
| Item 3. | Source and Amount of Funds or Other Consideration |
On April 2, 2025, Stagwell Media LP, a Delaware limited partnership ("Stagwell Media"), exchanged all of its 151,648,741 shares of Class C Common Stock, par value $0.00001 per share, of the Issuer, together with all of its corresponding economic interests in Stagwell Global LLC, the Issuer's operating subsidiary, for an equal number of shares of Class A Common Stock (the "Exchange").
On April 4, 2025, Stagwell Media issued instructions to its transfer agent to distribute such shares of Class A Common Stock to its limited partners, Steven A. Ballmer, Mark Penn and Stagwell Group LLC, in accordance with its organizational documents (the "Distribution"). Mr. Ballmer received 116,044,633 shares of Class A Common Stock from the Distribution, which was completed on April 8, 2025. | |
| Item 4. | Purpose of Transaction |
The Reporting Persons own the securities reported herein for investment purposes. The Reporting Persons may change their investment intent at any time and may seek to sell or otherwise dispose of some or all of the Issuer's securities from time to time, and/or may seek to acquire additional securities of the Issuer (which may include rights or securities exercisable or convertible into securities of the Issuer) from time to time, in each case, in open market or private transactions or otherwise. The Reporting Persons also may communicate with the board of directors of the Issuer (the "Board"), members of management and/or other stockholders of the Issuer from time to time with a view to enhancing stockholder value.
Any transaction that the Reporting Persons may pursue may be made at any time and from time to time without prior notice and will depend on a variety of factors, including, without limitation, the price and availability of the Issuer's securities, subsequent developments affecting the Issuer and its business generally, the Issuer's business and the Issuer's prospects, other investment and business opportunities available to the Reporting Persons, general industry and economic conditions, the securities markets in general, tax considerations, changes in law and government regulations and other factors deemed relevant by the Reporting Persons.
Except as described in this Schedule 13D, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although the Reporting Persons, at any time and from time to time, may review, reconsider and change their position and/or change their purpose and/or develop such plans and may seek to influence management or the Board with respect to the business and affairs of the Issuer and may from time to time consider pursuing or proposing such matters with advisors, the Issuer or other persons. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The responses to Rows 11 and 13 of the cover pages to this Schedule 13D are incorporated herein by reference. The percentage set forth in Row 13 is based upon 115,014,948 shares of Class A Common Stock outstanding as of March 3, 2025, as disclosed in the Issuer's Annual Report on Form 10-K filed March 11, 2025, plus 151,648,741 shares of Class A Common Stock issued upon the Exchange on April 2, 2025. |
| (b) | The responses to Rows 7 through 10 of the cover pages to this Schedule 13D are incorporated herein by reference. |
| (c) | Other than as described in Item 3 above, the Reporting Persons have not effected any transactions in the Class A Common Stock during the past sixty days. |
| (d) | Not applicable. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Not applicable. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 1. Joint Filing Agreement, dated as of April 25, 2025, among the Reporting Persons |
| 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.
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