SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
| ADTRAN Holdings, Inc. |
| (Name of Issuer) |
Common Stock, Par Value $0.01 per share |
| (Title of Class of Securities) |
| September 30, 2024 |
| (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)
Rule 13d-1(c)
Rule 13d-1(d)
| 1 | NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
|
| | DnB Asset Management AS |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) |
| | |
| 3 | SEC USE ONLY |
| | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Norway |
| | 5 | SOLE VOTING POWER |
| NUMBER OF | | 4,837,765 |
| SHARES | 6 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 |
| OWNED BY | 7 | SOLE DISPOSITIVE POWER |
| EACH | | 4,837,765 |
| REPORTING | 8 | SHARED DISPOSITIVE POWER |
| PERSON WITH | | 0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 4,837,765
|
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
| | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
| | 6.1%
|
| 12 | TYPE OF REPORTING PERSON* |
| | IA |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1 (a). Name of Issuer:
ADTRAN Holdings, Inc.
Item 1 (b). Address of Issuer’s Principal Executive Offices:
901 Explorer Boulevard
Huntsville, Alabama 35806-2807
Item 2 (a). Name of Person Filing:
DnB Asset Management AS
Item 2 (b). Address of Principal Business Office or, if None, Residence:
Dronning Eufemias Gate 30
Oslo, Norway 0191
Item 2 (c). Citizenship:
Norway
Item 2 (d). Title of Class of Securities:
Common Stock, Par Value $0.01 per share
Item 2 (e). CUSIP Number:
00486H105
| Item 3. | If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
| (a) | Broker or dealer registered under Section 15 of the Act; |
| (b) | Bank as defined in Section 3(a)(6) of the Act; |
X
| (c) | Insurance Company as defined in Section 3(a)(19) of the Act; |
| (d) | Investment Company registered under Section 8 of the Investment Company Act; |
| (e) | Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
| (f) | Employee benefit plan or endowment plan in accordance with Rule 13d-1(b)(1)(ii)(F); |
| (g) | Parent holding company or control person, in accordance with Rule 13d-1(b)(1)(ii)(G); |
| (h) | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; |
| (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: |
| (j) | Group, in accordance with Rule 13d-1(b)(1)(ii)(j). |
|
| If this statement is filed pursuant to Rule 13d-1(c), check this box. |
Provide the following information regarding the aggregate number and percentage of the class of securities identified in Item 1.
| (a) | Amount beneficially owned:
4,837,765 |
6.1%
| (b) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: 4,837,765 |
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 4,837,765
(iv) Shared power to dispose or to direct the disposition of: 0
DnB Asset Management AS (“DnB”) is the investment manager of a number of funds and managed accounts and is deemed to be interested in voting rights in the issuer by virtue of the investment management relationship.
DnB disclaims beneficial ownership of these securities except to the extent of management fees, performance fees or other fees received from the funds and managed accounts with DnB is the investment manager and has discretionary investment power over the securities held by each of these funds and managed accounts.
Instruction. For computations regarding securities which represent a right to acquire an underlying security, see Rule 13d-3(d)(1).
| Item 5. | Ownership of Five Percent or Less of a Class. |
If the statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
N/A
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. |
N/A
| Item 8. | Identification and Classification of Members of the Group. |
N/A
| Item 9. | Notice of Dissolution of Group. |
N/A
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, other than activities solely in connection with a nomination under Section 240.14a-11.
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.
| | October 31, 2024 |
| | (Date) |
| | |
| | DnB Asset Management AS By: /s/ Jens Kildal
Name: /s/ Jens Kildal
Title: Head of Reporting
|
| | |
