Filing Details
- Accession Number:
- 0001193125-17-043593
- Form Type:
- 13G Filing
- Publication Date:
- 2017-02-14 16:39:49
- Filed By:
- Calamos John P Sr
- Company:
- Calamos Asset Management Inc. (NASDAQ:CLMS)
- Filing Date:
- 2017-02-14
- 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 |
|---|---|---|---|---|---|---|
| Calamos Family Partners, Inc | 74,674,891 | 74,674,891 | 74,674,891 | 80.4% | ||
| Calamos Partners | 74,674,891 | 74,674,891 | 74,674,891 | 80.4% | ||
| John P. Calamos, Sr | 76,002,576 | 76,002,576 | 76,002,576 | 81.8% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G*
Under the Securities Exchange Act of 1934
(Amendment No. 11)
Calamos Asset Management, Inc.
(Name of Issuer)
Class A Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
12811R104
(CUSIP Number)
December 31, 2016
(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 (the 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).
(Continued on following pages)
(Page 1 of 14 Pages)
SCHEDULE 13G
| CUSIP No. 12811R104 | Page 2 of 11 Pages |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Calamos Family Partners, Inc. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States of America. | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
74,674,891* | ||||
| 6 | SHARED VOTING POWER
Not applicable. | |||||
| 7 | SOLE DISPOSITIVE POWER
74,674,891* | |||||
| 8 | SHARED DISPOSITIVE POWER
Not applicable. | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
74,674,891* | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
80.4%* | |||||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
CO | |||||
(Page 2 of 14 Pages)
| * | Reflects shares beneficially owned by Calamos Partners LLC (see notes and figures related to Calamos Partners LLC stated later in this filing) by virtue of Calamos Family Partners, Inc.s ownership and control of Calamos Partners LLC. |
(Page 3 of 14 Pages)
SCHEDULE 13G
| CUSIP No. 12811R104 | Page 2 of 11 Pages |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Calamos Partners LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States of America. | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
74,674,891** | ||||
| 6 | SHARED VOTING POWER
Not applicable. | |||||
| 7 | SOLE DISPOSITIVE POWER
74,674,891** | |||||
| 8 | SHARED DISPOSITIVE POWER
Not applicable. | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
74,674,891** | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
80.4%** | |||||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
CO | |||||
(Page 4 of 14 Pages)
SCHEDULE 13G
| CUSIP No. 12811R104 | Page 4 of 11 Pages |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
John P. Calamos, Sr. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Citizen of the United States of America. | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
76,002,576*** | ||||
| 6 | SHARED VOTING POWER
Not applicable. | |||||
| 7 | SOLE DISPOSITIVE POWER
76,002,576*** | |||||
| 8 | SHARED DISPOSITIVE POWER
Not applicable. | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
76,002,576*** | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
81.8%*** | |||||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
IN | |||||
(Page 6 of 14 Pages)
| *** | Includes (i) shares beneficially owned by Calamos Partners LLC (see notes and figures related to Calamos Partners LLC stated earlier in this filing) by virtue of John P. Calamos, Sr.s indirect ownership and control of Calamos Partners LLC through Calamos Family Partners, Inc.; (ii) 0.1981% direct ownership interest in Calamos Investments LLC owned by John P. Calamos, Sr., which is exchangeable on demand for shares of Class A Common Stock of the issuer pursuant to the Second Amended and Restated Certificate of Incorporation of the issuer; and (iii) 1,144,525.7467 shares of the issuer beneficially owned by John P. Calamos, Sr. |
(Page 7 of 14 Pages)
This Amendment No. 11 to Schedule 13G (as so amended the 13G) is being filed to reflect new ownership percentages of the class of securities of the issuer identified in Item 1 by the Reporting Persons. The 13G is amended and restated to read in its entirety as follows:
Item 1.
| (a) | Name of Issuer: |
Calamos Asset Management, Inc.
| (b) | Address of Issuers Principal Executive Offices: |
2020 Calamos Court, Naperville, Illinois 60563.
Item 2.
| (a) | Name of Person Filing. |
This statement is being filed jointly by Calamos Family Partners, Inc. (CFP), Calamos Partners LLC (CPL) and John P. Calamos, Sr. Mr. Calamos is the controlling stockholder of CFP and CFP owns over a majority interest in CPL.
| (b) | Address of Principal Business Office or, if none, Residence. |
Calamos Family Partners, Inc.
2020 Calamos Court, Naperville, Illinois 60563
Calamos Partners LLC
2020 Calamos Court, Naperville, Illinois 60563
John P. Calamos, Sr.
2020 Calamos Court, Naperville, Illinois 60563
| (c) | Citizenship. |
John P. Calamos, Sr. is a citizen of the United States of America. CFP is a Delaware corporation and CPL is a Delaware limited liability company.
| (d) | Title of Class of Securities. |
Class A Common Stock, Par Value $0.01 Per Share
| (e) | CUSIP Number. |
12811R104
Page 8 of 14 Pages
| Item 3. | Not applicable. |
| Item 4. | Ownership. |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount Beneficially Owned: CFP, CPL and John P. Calamos, Sr. beneficially own 2,930,711.1699*, 2,930,711.1699** and 1,144,525.7467*** shares, respectfully. |
| (b) | Percent of Class: 80.4%* with respect to CFP; 80.4%** with respect to CPL; and 81.8%*** with respect to John P. Calamos, Sr. |
| (c) | Number of shares as to which the person has: |
| (i) | sole power to vote or to direct the vote |
74,674,891* shares of Class A Common Stock with respect to CFP; 74,674,891** shares of Class A Common Stock with respect to CPL; and 76,002,576*** shares of Class A Common Stock with respect to John P. Calamos, Sr.
| (ii) | shared power to vote or to direct the vote |
0
| (iii) | sole power to dispose or to direct the disposition of |
74,674,891* shares of Class A Common Stock with respect to CFP; 74,674,891** shares of Class A Common Stock with respect to CPL; and 76,002,576*** shares of Class A Common Stock with respect to John P. Calamos, Sr.
| (iv) | shared power to dispose or to direct the disposition of |
0
| * | Reflects shares beneficially owned by Calamos Partners LLC (see notes and figures related to Calamos Partners LLC stated earlier in this filing) by virtue of Calamos Family Partners, Inc.s ownership and control of Calamos Partners LLC. |
| ** | Includes (i) 77.5965% ownership interest in Calamos Investments LLC exchangeable by Calamos Partners LLC on demand for shares of Class A Common Stock of the issuer; (ii) 100 shares of Class B Common Stock of the issuer convertible on demand into Shares of Class A Common Stock of the issuer; in each case pursuant to the Second Amended and Restated Certificate of Incorporation of the issuer; and (iii) 2,930,711.1699 shares of the issuer beneficially owned by Calamos Partners LLC |
Page 9 of 14 Pages
Calamos Investments LLC was de-unitized effective March 1, 2009, when the issuer amended its Certificate of Incorporation requiring any exchanges of ownership interests in Calamos Investments LLC to be based on a fair value approach. Prior to the de-unitization, ownership units in Calamos Investments LLC would have entitled the holder thereof, at its option, to exchange such units on a one-to-one basis for shares of Class A Common Stock. Shares of Class B Common Stock are convertible on a one-to-one basis at the option of the holders thereof.
The share number and corresponding percentage ownership interest noted above in this Schedule 13G do not take into account any change in the share number and ownership interest that might result from such valuation in the event of an actual exchange. Details of the amendment to the Certificate of Incorporation are set forth in the issuers Schedule 14C filed with the Securities and Exchange Commission on January 12, 2009.
| *** | Includes (i) shares beneficially owned by Calamos Partners LLC (see notes and figures related to Calamos Partners LLC stated earlier in this filing) by virtue of John P. Calamos, Sr.s indirect ownership and control of Calamos Partners LLC through Calamos Family Partners, Inc.; (ii) 0.1981% direct ownership interest in Calamos Investments LLC owned by John P. Calamos, Sr., which is exchangeable on demand for shares of Class A Common Stock of the issuer pursuant to the Second Amended and Restated Certificate of Incorporation of the issuer; and (iii) 1,144,525.7467 shares of the issuer beneficially owned by John P. Calamos, Sr. |
| 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 Member of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certification. |
Not applicable.
Page 10 of 14 Pages
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.
| CALAMOS FAMILY PARTNERS, INC. | ||||||||
| Dated: February 14, 2017 | By: | /s/ John P. Calamos, Sr. | ||||||
| Name: | John P. Calamos, Sr. | |||||||
| Title: | President | |||||||
Page 11 of 14 Pages
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.
| CALAMOS PARTNERS LLC | ||||||||
| Dated: February 14, 2017 | By: | /s/ John P. Calamos, Sr. | ||||||
| Name: | John P. Calamos, Sr. | |||||||
| Title: | Chief Executive Officer | |||||||
Page 12 of 14 Pages
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.
| Dated: February 14, 2017 | By: | /s/ John P. Calamos, Sr. | ||||||
| Name: | John P. Calamos, Sr. | |||||||
Page 13 of 14 Pages