UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Stagwell Inc.
|
| (Name of Issuer) |
Class A Common Stock, par value $0.001 per share |
|
| (Title of Class of Securities) |
85256A109 |
|
| (CUSIP Number) |
|
| December 31, 2023 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
x Rule 13d-1(b)
o Rule 13d-1(c)
o Rule 13d-1(d)
*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 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 (“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. 85256A109 | SCHEDULE 13G/A | Page 2 of 6 Pages |
| | | | | |
| 1 | NAME OF REPORTING PERSONS Hotchkis and Wiley Capital Management, LLC |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o | |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 18,214,450 |
| 6 | SHARED VOTING POWER 0 |
| 7 | SOLE DISPOSITIVE POWER 20,266,750 |
| 8 | SHARED DISPOSITIVE POWER 0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,266,750 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 16.80%* |
| 12 | TYPE OF REPORTING PERSON IA |
* The amended Form 13G filing is to correct the percent of the issuer's Class A shares beneficially owned. The issuer's total voting shares outstanding (Class A and Class C shares) was previously used to calculate the percent of Class A shares owned. The total amount of shares beneficially owned (including the breakdown between "sole power to vote or to direct the vote" and "sole power to dispose or to direct the disposition of") is correctly reflected in the Form 13G as of 12/31/2023 filed on 2/13/24.
| CUSIP No. 85256A109 | SCHEDULE 13G/A | Page 3 of 6 Pages |
| Item 1. | | (a) Name of Issuer |
Stagwell Inc.
| | (b) Address of Issuer's Principal Executive Offices |
One World Trade Center, Floor 65
New York, New York 10007
| Item 2. | | (a) Name of Person Filing |
Hotchkis and Wiley Capital Management, LLC
| | (b) Address of Principal Business Office, or, if none, Residence |
601 S. Figueroa Street, 39th Fl
Los Angeles, CA 90017
Delaware
| | | (d) Title of Class of Securities |
Class A Common Stock, par value $0.001 per share
85256A109
| CUSIP No. 85256A109 | SCHEDULE 13G/A | Page 4 of 6 Pages |
| |
|---|
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| | (a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| |
| | (b) | o | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| |
| | (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| |
| | (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| |
| | (e) | x | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| |
| | (f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| |
| | (g) | ¨ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
| |
| | (h) | ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| |
| | (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| |
| | (j) | ¨ | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); |
|
| |
| | (k) | ¨ | A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: |
| | | | |
| CUSIP No. 85256A109 | SCHEDULE 13G/A | Page 5 of 6 Pages |
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: 20,266,750
(b) Percent of class: 16.80%*
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 18,214,450
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 20,266,750
(iv) Shared power to dispose or to direct the disposition of: 0
Note that certain of HWCM's clients have retained voting power over the Common Shares that they beneficially own. Accordingly, HWCM has the power to dispose of more Common Shares than it can vote.
* The amended Form 13G filing is to correct the percent of the issuer's Class A shares beneficially owned. The issuer's total voting shares outstanding (Class A and Class C shares) was previously used to calculate the percent of Class A shares owned. The total amount of shares beneficially owned (including the breakdown between "sole power to vote or to direct the vote" and "sole power to dispose or to direct the disposition of") is correctly reflected in the Form 13G as of 12/31/2023 filed on 2/13/24.
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
The securities as to which this Schedule is filed by HWCM, in its capacity as investment adviser, are owned of record by clients of HWCM. Those clients have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, such securities. No such client is known to have such right or power with respect to more than five percent of this class of securities.
Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
Not Applicable
Item 8. Identification and Classification of Members of the Group
Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
| CUSIP No. 85256A109 | SCHEDULE 13G/A | Page 6 of 6 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: September 17, 2024
| | Hotchkis and Wiley Capital Management, LLC |
| | | | |
| | By: | Tina H. Kodama |
| | | Name: | Tina H. Kodama |
| | | Title: | Chief Compliance Officer |
