Filing Details
- Accession Number:
- 0001345471-18-000035
- Form Type:
- 13D Filing
- Publication Date:
- 2018-06-01 09:08:44
- Filed By:
- Trian Partners
- Company:
- Nvent Electric Plc (NYSE:NVT)
- Filing Date:
- 2018-06-01
- 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 |
---|---|---|---|---|---|---|
Nelson Peltz | 0 | 17,569,031 | 0 | 17,569,031 | 17,569,031 | 9.85% |
Peter W. May | 0 | 17,569,031 | 0 | 17,569,031 | 17,569,031 | 9.85% |
Edward P. Garden | 0 | 17,569,031 | 0 | 17,569,031 | 17,569,031 | 9.85% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
NVENT ELECTRIC PLC
(Name of Issuer)
Ordinary Shares, nominal value $0.01 per share
(Title of Class of Securities)
G6700G 107
(CUSIP Number)
Brian L. Schorr, Esq. Trian Fund Management, L.P. 280 Park Avenue, 41 st Floor New York, New York 10017 Tel. No.: (212) 451-3000 |
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 31, 2018
(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 which 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 ☐.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all on s. See Rule 13d-7 for other parties to whom copies are to be sent.
*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).
1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Nelson Peltz | | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [_] (b) [_] | ||
3 | SEC USE ONLY | | ||
4 | SOURCE OF FUNDS AF | | ||
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 | | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | | |
8 | SHARED VOTING POWER 17,569,031 | | ||
9 | SOLE DISPOSITIVE POWER 0 | | ||
10 | SHARED DISPOSITIVE POWER 17,569,031 | | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,569,031 | | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [ ] | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.85%* | | ||
14 | TYPE OF REPORTING PERSON IN | |
_______
* Calculated based on 178,415,318 ordinary shares outstanding as of April 30, 2018, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 (the "Form 10-Q").
1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Peter W. May | | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [_] (b) [_] | ||
3 | SEC USE ONLY | | ||
4 | SOURCE OF FUNDS AF | | ||
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 | | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | | |
8 | SHARED VOTING POWER 17,569,031 | | ||
9 | SOLE DISPOSITIVE POWER 0 | | ||
10 | SHARED DISPOSITIVE POWER 17,569,031 | | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,569,031 | | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [ ] | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.85%* | | ||
14 | TYPE OF REPORTING PERSON IN | |
_______
* Calculated based on 178,415,318 ordinary shares outstanding as of April 30, 2018, as reported in the Issuer's Form 10-Q.
1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Edward P. Garden | | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [_] (b) [_] | ||
3 | SEC USE ONLY | | ||
4 | SOURCE OF FUNDS AF | | ||
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 | | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | | |
8 | SHARED VOTING POWER 17,569,031 | | ||
9 | SOLE DISPOSITIVE POWER 0 | | ||
10 | SHARED DISPOSITIVE POWER 17,569,031 | | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,569,031 | | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [ ] | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.85%* | | ||
14 | TYPE OF REPORTING PERSON IN | |
_______
* Calculated based on 178,415,318 ordinary shares outstanding as of April 30, 2018, as reported in the Issuer's Form 10-Q.
1 | NAME OF REPORTING PERSON Trian Fund Management, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 20-3454182 | | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [_] (b) [_] | ||
3 | SEC USE ONLY | | ||
4 | SOURCE OF FUNDS AF | | ||
5 | CHECK BOX 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 | 7 | SOLE VOTING POWER 0 | | |
8 | SHARED VOTING POWER 17,569,031 | | ||
9 | SOLE DISPOSITIVE POWER 0 | | ||
10 | SHARED DISPOSITIVE POWER 17,569,031 | | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,569,031 | | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [ ] | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.85%* | | ||
14 | TYPE OF REPORTING PERSON PN | |
_______
* Calculated based on 178,415,318 ordinary shares outstanding as of April 30, 2018, as reported in the Issuer's Form 10-Q.
1 | NAME OF REPORTING PERSON Trian Fund Management GP, LLC S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 20-3454087 | | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [_] (b) [_] | ||
3 | SEC USE ONLY | | ||
4 | SOURCE OF FUNDS AF | | ||
5 | CHECK BOX 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 | 7 | SOLE VOTING POWER 0 | | |
8 | SHARED VOTING POWER 17,569,031 | | ||
9 | SOLE DISPOSITIVE POWER 0 | | ||
10 | SHARED DISPOSITIVE POWER 17,569,031 | | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,569,031 | | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [ ] | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.85%* | | ||
14 | TYPE OF REPORTING PERSON OO | |
_______
* Calculated based on 178,415,318 ordinary shares outstanding as of April 30, 2018, as reported in the Issuer's Form 10-Q.
1 | NAME OF REPORTING PERSON Trian Partners, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 20-3453988 | | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [_] (b) [_] | ||
3 | SEC USE ONLY | | ||
4 | SOURCE OF FUNDS WC | | ||
5 | CHECK BOX 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 | 7 | SOLE VOTING POWER 0 | | |
8 | SHARED VOTING POWER 2,670,342 | | ||
9 | SOLE DISPOSITIVE POWER 0 | | ||
10 | SHARED DISPOSITIVE POWER 2,670,342 | | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,670,342 | | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [X] | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.50%* | | ||
14 | TYPE OF REPORTING PERSON PN | |
_______
* Calculated based on 178,415,318 ordinary shares outstanding as of April 30, 2018, as reported in the Issuer's Form 10-Q.
1 | NAME OF REPORTING PERSON Trian Partners Master Fund, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 98-0468601 | | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [_] (b) [_] | ||
3 | SEC USE ONLY | | ||
4 | SOURCE OF FUNDS WC | | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | [_] | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | | |
8 | SHARED VOTING POWER 5,959,332 | | ||
9 | SOLE DISPOSITIVE POWER 0 | | ||
10 | SHARED DISPOSITIVE POWER 5,959,332 | | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,959,332 | | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [X] | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.34%* | | ||
14 | TYPE OF REPORTING PERSON PN | |
_______
* Calculated based on 178,415,318 ordinary shares outstanding as of April 30, 2018, as reported in the Issuer's Form 10-Q.
1 | NAME OF REPORTING PERSON Trian Partners Parallel Fund I, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 20-3694154 | | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [_] (b) [_] | ||
3 | SEC USE ONLY | | ||
4 | SOURCE OF FUNDS WC | | ||
5 | CHECK BOX 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 | 7 | SOLE VOTING POWER 0 | | |
8 | SHARED VOTING POWER 334,504 | | ||
9 | SOLE DISPOSITIVE POWER 0 | | ||
10 | SHARED DISPOSITIVE POWER 334,504 | | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 334,504 | | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [X] | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.19%* | | ||
14 | TYPE OF REPORTING PERSON PN | |
_______
* Calculated based on 178,415,318 ordinary shares outstanding as of April 30, 2018, as reported in the Issuer's Form 10-Q.
1 | NAME OF REPORTING PERSON Trian Partners Strategic Investment Fund-A, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 27-4180625 | | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [_] (b) [_] | ||
3 | SEC USE ONLY | | ||
4 | SOURCE OF FUNDS WC | | ||
5 | CHECK BOX 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 | 7 | SOLE VOTING POWER 0 | | |
8 | SHARED VOTING POWER 2,832,629 | | ||
9 | SOLE DISPOSITIVE POWER 0 | | ||
10 | SHARED DISPOSITIVE POWER 2,832,629 | | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,832,629 | | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [X] | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.59%* | | ||
14 | TYPE OF REPORTING PERSON PN | |
_______
* Calculated based on 178,415,318 ordinary shares outstanding as of April 30, 2018, as reported in the Issuer's Form 10-Q..
1 | NAME OF REPORTING PERSON Trian Partners Strategic Investment Fund-N, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 80-0958490 | | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [_] (b) [_] | ||
3 | SEC USE ONLY | | ||
4 | SOURCE OF FUNDS WC | | ||
5 | CHECK BOX 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 | 7 | SOLE VOTING POWER 0 | | |
8 | SHARED VOTING POWER 2,137,043 | | ||
9 | SOLE DISPOSITIVE POWER 0 | | ||
10 | SHARED DISPOSITIVE POWER 2,137,043 | | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,137,043 | | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [X] | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.20%* | | ||
14 | TYPE OF REPORTING PERSON PN | |
_______
* Calculated based on 178,415,318 ordinary shares outstanding as of April 30, 2018, as reported in the Issuer's Form 10-Q.
1 | NAME OF REPORTING PERSON Trian Partners Strategic Investment Fund II, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 45-4929803 | | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [_] (b) [_] | ||
3 | SEC USE ONLY | | ||
4 | SOURCE OF FUNDS WC | | ||
5 | CHECK BOX 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 | 7 | SOLE VOTING POWER 0 | | |
8 | SHARED VOTING POWER 902,609 | | ||
9 | SOLE DISPOSITIVE POWER 0 | | ||
10 | SHARED DISPOSITIVE POWER 902,609 | | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 902,609 | | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [X] | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.51%* | | ||
14 | TYPE OF REPORTING PERSON PN | |
_______
* Calculated based on 178,415,318 ordinary shares outstanding as of April 30, 2018, as reported in the Issuer's Form 10-Q.
1 | NAME OF REPORTING PERSON Trian Partners Strategic Investment Fund-D, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 98-1108184 | | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [_] (b) [_] | ||
3 | SEC USE ONLY | | ||
4 | SOURCE OF FUNDS WC | | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | [_] | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | | |
8 | SHARED VOTING POWER 446,245 | | ||
9 | SOLE DISPOSITIVE POWER 0 | | ||
10 | SHARED DISPOSITIVE POWER 446,245 | | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 446,245 | | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [X] | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.25%* | | ||
14 | TYPE OF REPORTING PERSON PN | |
_______
* Calculated based on 178,415,318 ordinary shares outstanding as of April 30, 2018, as reported in the Issuer's Form 10-Q.
1 | NAME OF REPORTING PERSON Trian Partners Fund (Sub)-G, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 90-1035117 | | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [_] (b) [_] | ||
3 | SEC USE ONLY | | ||
4 | SOURCE OF FUNDS WC | | ||
5 | CHECK BOX 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 | 7 | SOLE VOTING POWER 0 | | |
8 | SHARED VOTING POWER 142,866 | | ||
9 | SOLE DISPOSITIVE POWER 0 | | ||
10 | SHARED DISPOSITIVE POWER 142,866 | | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 142,866 | | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [X] | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.08%* | | ||
14 | TYPE OF REPORTING PERSON PN | |
_____________
* Calculated based on 178,415,318 ordinary shares outstanding as of April 30, 2018, as reported in the Issuer's Form 10-Q.
1 | NAME OF REPORTING PERSON Trian Partners Strategic Fund-G II, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 46-5509975 | | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [_] (b) [_] | ||
3 | SEC USE ONLY | | ||
4 | SOURCE OF FUNDS WC | | ||
5 | CHECK BOX 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 | 7 | SOLE VOTING POWER 0 | | |
8 | SHARED VOTING POWER 422,996 | | ||
9 | SOLE DISPOSITIVE POWER 0 | | ||
10 | SHARED DISPOSITIVE POWER 422,996 | | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 422,996 | | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [X] | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.24%* | | ||
14 | TYPE OF REPORTING PERSON PN | |
_______
* Calculated based on 178,415,318 ordinary shares outstanding as of April 30, 2018, as reported in the Issuer's Form 10-Q.
1 | NAME OF REPORTING PERSON Trian Partners Strategic Fund-G III, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 47-2121971 | | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [_] (b) [_] | ||
3 | SEC USE ONLY | | ||
4 | SOURCE OF FUNDS WC | | ||
5 | CHECK BOX 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 | 7 | SOLE VOTING POWER 0 | | |
8 | SHARED VOTING POWER 212,365 | | ||
9 | SOLE DISPOSITIVE POWER 0 | | ||
10 | SHARED DISPOSITIVE POWER 212,365 | | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 212,365 | | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [X] | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.12%* | | ||
14 | TYPE OF REPORTING PERSON PN | |
_______
* Calculated based on 178,415,318 ordinary shares outstanding as of April 30, 2018, as reported in the Issuer's Form 10-Q.
1 | NAME OF REPORTING PERSON Trian Partners Strategic Fund-K, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 47-5116069 | | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [_] (b) [_] | ||
3 | SEC USE ONLY | | ||
4 | SOURCE OF FUNDS WC | | ||
5 | CHECK BOX 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 | 7 | SOLE VOTING POWER 0 | | |
8 | SHARED VOTING POWER 1,023,304 | | ||
9 | SOLE DISPOSITIVE POWER 0 | | ||
10 | SHARED DISPOSITIVE POWER 1,023,304 | | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,023,304 | | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [X] | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.57%* | | ||
14 | TYPE OF REPORTING PERSON PN | |
_______
* Calculated based on 178,415,318 ordinary shares outstanding as of April 30, 2018, as reported in the Issuer's Form 10-Q.
1 | NAME OF REPORTING PERSON Trian Partners Strategic Fund-C, Ltd. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 98-1327448 | | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [_] (b) [_] | ||
3 | SEC USE ONLY | | ||
4 | SOURCE OF FUNDS WC | | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | [_] | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | | |
8 | SHARED VOTING POWER 472,736 | | ||
9 | SOLE DISPOSITIVE POWER 0 | | ||
10 | SHARED DISPOSITIVE POWER 472,736 | | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 472,736 | | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [X] | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.26%* | | ||
14 | TYPE OF REPORTING PERSON OO | |
_______
* Calculated based on 178,415,318 ordinary shares outstanding as of April 30, 2018, as reported in the Issuer's Form 10-Q.
This Amendment No. 1 ("Amendment No. 1") amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on May 9, 2018 (the "Original Schedule 13D") relating to the Ordinary Shares, nominal value $0.01 per share (the "Shares"), of nVent Electric plc, an Irish public limited company (the "Issuer"). The address of the principal executive office of the Issuer is The Mille, 1000 Great West Road, 8thFloor (East), London, TW8 9DW United Kingdom.
Capitalized terms not defined herein shall have the meaning ascribed to them in the Original Schedule 13D. Except as set forth herein, the Original Schedule 13D is unmodified.
Items 3, 5 and 6 of the Original Schedule 13D are hereby amended and supplemented as follows:
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Original Schedule 13D is hereby amended and supplemented by adding the following information:
Since the filing of the Original Schedule 13D, Strategic Fund-K, Strategic Fund-A and Strategic Fund-N have collectively purchased 1,892,194 Shares on the open market for an aggregate purchase price of $48,544,276 (including commissions). In addition, on May 29, 2018 Strategic Fund-N exercised all of its nVent Put/Call Options to purchase 254,092 Shares for an aggregate exercise price of $5,908,812. (See Item 6 of the Original Schedule 13D for additional details regarding the nVent Put/Call Options.) The source of funding for such transactions was the respective general working capital of such Reporting Persons.
Item 5. Interest in Securities of the Issuer
Item 5 of the Original Schedule 13D is hereby amended and supplemented by adding the following information:
(a) As of 4:00 p.m., New York City time, on May 31, 2018, the Reporting Persons beneficially owned, in the aggregate, 17,569,031 Shares, representing approximately 9.85% of the Issuer's outstanding Shares (calculated based on 178,415,318 Shares outstanding as of April 30, 2018, as reported in the Issuer's Form 10-Q). Such Shares include an aggregate of 17,557,868 Shares beneficially owned by the Reporting Persons through direct ownership of Shares, representing approximately 9.84% of the Issuer's outstanding Shares, and an additional 11,163 Shares underlying nVent Director Options held by Mr. Garden, representing approximately 0.01% of the Issuer's outstanding Shares.
(b) As of 4:00 p.m., New York City time, on May 31, 2018, each of Trian Onshore, Trian Offshore, Parallel Fund I, TPSIF II, Strategic Fund-A, Strategic Fund-N, Strategic Fund-D, Fund G, Strategic Fund-G II, Strategic Fund-G III, Strategic Fund-K, Strategic Fund-C and Trian Management beneficially and directly owns and has sole voting power and sole dispositive power with regard to 2,670,342; 5,959,332; 334,504; 902,609; 2,832,629; 2,137,043; 446,245; 142,866; 422,996, 212,365, 1,023,304, 472,736 and 897 Shares, respectively, except to the extent that other Reporting Persons as described in this Item 5 may be deemed to have shared voting power and shared dispositive power with regard to such Shares. Mr. Garden beneficially owns and has sole voting power and sole dispositive power with regard to 11,163 Shares underlying nVent Director Options, except to the extent that other members of the Trian Group as described in this Item 5 may be deemed to have shared voting power and shared dispositive power with regard to such Shares.
(c) Set forth below is a list of all transactions with respect to the Shares effected subsequent to the filing of the Original Schedule 13D, inclusive of the transactions effected through 4:00 pm, New York City time, on May 31, 2018. Except as otherwise indicated, all such transactions in the table were effected in the open market. The prices set forth in the table do not include commissions.
Fund | | Date | | Shares | | Price | | Type |
Trian Partners Strategic Fund-K, L.P. | | 5/10/2018 | | 361,793 | | $ 24.8744 | | Purchase |
Trian Partners Strategic Fund-K, L.P. | | 5/11/2018 | | 7,500 | | $ 25.6245 | | Purchase |
Trian Partners Strategic Investment Fund-A, L.P. | | 5/16/2018 | | 253,334 | | $ 24.9490 | | Purchase |
Trian Partners Strategic Investment Fund-A, L.P. | | 5/17/2018 | | 212,519 | | $ 24.9179 | | Purchase |
Trian Partners Strategic Investment Fund-A, L.P. | | 5/18/2018 | | 358,050 | | $ 25.1527 | | Purchase |
Trian Partners Strategic Investment Fund-N, L.P. | | 5/29/2018 | | 254,092 | | $ 23.2546 | | Purchase* |
Trian Partners Strategic Investment Fund-N, L.P. | | 5/29/2018 | | 193,573 | | $ 26.4399 | | Purchase |
Trian Partners Strategic Investment Fund-N, L.P. | | 5/30/2018 | | 140,425 | | $ 26.3851 | | Purchase |
Trian Partners Strategic Investment Fund-N, L.P. | 5/31/2018 | 365,000 | $ 26.9628 | Purchase |
*Reflects the acquisition of direct ownership of Shares in connection with the exercise of nVent Put/Call Options.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 of the Original Schedule 13D is hereby amended and supplemented by adding the following information:
The disclosures contained in Items 3 and 5 of this Amendment No. 1 are incorporated herein by reference.
[INTENTIONALLY LEFT BLANK]
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: June 1, 2018
| TRIAN FUND MANAGEMENT, L.P. | ||
By: | Trian Fund Management GP, LLC, its general partner | ||
| | ||
By: | /s/ EDWARD P. GARDEN | ||
| Name: | Edward P. Garden | |
| Title: | Member | |
| | ||
| TRIAN FUND MANAGEMENT GP, LLC | ||
| | ||
By: | /s/ EDWARD P. GARDEN | ||
| Name: | Edward P. Garden | |
| Title: | Member | |
| | ||
| TRIAN PARTNERS, L.P. | ||
By: | Trian Partners GP, L.P., its general partner | ||
| | ||
By: | Trian Partners General Partner, LLC, its general partner | ||
| | ||
By: | /s/ EDWARD P. GARDEN | ||
| Name: | Edward P. Garden | |
| Title: | Member | |
TRIAN PARTNERS MASTER FUND, L.P. | |||
By: | Trian Partners GP, L.P., its general partner | ||
By: | Trian Partners General Partner, LLC, its general partner | ||
By: | /s/ EDWARD P. GARDEN | ||
| Name: | Edward P. Garden | |
| Title: | Member |
| | ||
| TRIAN PARTNERS PARALLEL FUND I, L.P. | ||
By: | Trian Partners Parallel Fund I General Partner, LLC, its general partner | ||
| | ||
By: | /s/ EDWARD P. GARDEN | ||
| Name: | Edward P. Garden | |
| Title: | Member | |
| | ||
| TRIAN PARTNERS STRATEGIC INVESTMENT FUND-A, L.P. | ||
By: | Trian Partners Strategic Investment Fund-A GP, L.P., its general partner | ||
| | ||
By: | Trian Partners Strategic Investment Fund-A General Partner, LLC, its general partner | ||
| | ||
By: | /s/ EDWARD P. GARDEN | ||
| Name: | Edward P. Garden | |
| Title: | Member | |
| | ||
| TRIAN PARTNERS STRATEGIC INVESTMENT FUND-N, L.P. | ||
| By: | Trian Partners Strategic Investment Fund-N GP, L.P., its general partner | |
| | | |
| By: | Trian Partners Strategic Investment Fund-N General Partner, LLC., its general partner | |
| | | |
| By: | /s/ EDWARD P. GARDEN | |
| | Name: | Edward P. Garden |
| | Title: | Member |
| | | |
TRIAN PARTNERS STRATEGIC INVESTMENT FUND II, L.P. | |||
By: | Trian Partners Strategic Investment Fund II GP, L.P., its general partner | ||
By: | Trian Partners Strategic Investment Fund-II General Partner, LLC., its general partner | ||
By: | /s/ EDWARD P. GARDEN | ||
Name: | Edward P. Garden | ||
Title: | Member |
| |||
| TRIAN PARTNERS STRATEGIC INVESTMENT FUND-D, L.P. | ||
| By: | Trian Partners Strategic Investment Fund-D GP, L.P., its general partner | |
| | | |
| By: | Trian Partners Strategic Investment Fund-D General Partner, LLC, its general partner | |
| | | |
| By: | /s/ EDWARD P. GARDEN | |
| | Name: | Edward P. Garden |
| | Title: | Member |
| | | |
| TRIAN PARTNERS FUND (SUB)-G, L.P. | ||
| By: | Trian Partners Investment Fund-G GP, L.P., its general partner | |
| | | |
| By: | Trian Partners Investment Fund-G General Partner, LLC, its general partner | |
| | | |
| By: | /s/ EDWARD P. GARDEN | |
| | Name: | Edward P. Garden |
| | Title: | Member |
| TRIAN PARTNERS STRATEGIC FUND-G II, L.P. | ||
| By: | Trian Partners Strategic Fund-G II GP, L.P., its general partner | |
| | | |
| By: | Trian Partners Strategic Fund-G II General Partner, LLC, its general partner | |
| | | |
| By: | /s/ EDWARD P. GARDEN | |
| | Name: | Edward P. Garden |
| | Title: | Member |
| | | |
| TRIAN PARTNERS STRATEGIC FUND-G III, L.P. | ||
| By: | Trian Partners Strategic Fund-G III GP, L.P., its general partner | |
| | | |
| By: | Trian Partners Strategic Fund-G III General Partner, LLC, its general partner | |
| | | |
| By: | /s/ EDWARD P. GARDEN | |
| | Name: | Edward P. Garden |
| | Title: | Member |
| | | |
| TRIAN PARTNERS STRATEGIC FUND-K, L.P. | ||
| By: | Trian Partners Strategic Fund-K GP, L.P., its general partner | |
| | | |
| By: | Trian Partners Strategic Fund-K General Partner, LLC, its general partner | |
| | | |
| By: | /s/ EDWARD P. GARDEN | |
| | Name: | Edward P. Garden |
| | Title: | Member |
TRIAN PARTNERS STRATEGIC FUND-C, LTD. | |||
By: | /s/ EDWARD P. GARDEN | ||
Name: | Edward P. Garden | ||
Title: | Director | ||
| /s/NELSON PELTZ Nelson Peltz | ||
| /s/PETER W. MAY Peter W. May | ||
| /s/EDWARD P. GARDEN Edward P. Garden |