Statement of Ownership (sc 13g)
23 February 2017 - 8:12AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.
)*
CHINA XD PLASTICS COMPANY LIMITED
(Name of Issuer)
Common
Stock, par value $0.0001 per share
(Title of Class of Securities)
16948F107
(CUSIP Number)
February 17, 2017
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
*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 (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).
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1
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Names
of Reporting Persons
Glenhill Advisors, LLC
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2
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Check the Appropriate Box if a
Member of a Group (See Instructions)
(a) ☐
(b) ☒
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3
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SEC Use Only
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4
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
E
ach
Reporting
Person
With:
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5
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Sole Voting Power
2,124,646
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6
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Shared Voting Power
358,137
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7
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Sole Dispositive Power
2,482,783
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8
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Shared Dispositive Power
0
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,482,783
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10
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Check if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions)
☐
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11
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Percent of Class Represented by
Amount in Row (9)
5.0%
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12
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Type of Reporting Person (See
Instructions)
IA, HC
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1
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Names
of Reporting Persons
Glenn J. Krevlin
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2
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Check the Appropriate Box if a
Member of a Group (See Instructions)
(a) ☐
(b) ☒
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3
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SEC Use Only
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4
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Citizenship or Place of
Organization
United States
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Number of
Shares
Beneficially
Owned by
E
ach
Reporting
Person
With:
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5
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Sole Voting Power
2,124,646
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6
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Shared Voting Power
358,137
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7
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Sole Dispositive Power
2,482,783
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8
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Shared Dispositive Power
0
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,482,783
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10
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Check if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions)
☐
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11
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Percent of Class Represented by
Amount in Row (9)
5.0%
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12
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Type of Reporting Person (See
Instructions)
IN, HC
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1
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Names
of Reporting Persons
Glenhill Capital Advisors, LLC
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2
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Check the Appropriate Box if a
Member of a Group (See Instructions)
(a) ☐
(b) ☒
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3
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SEC Use Only
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4
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
E
ach
Reporting
Person
With:
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5
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Sole Voting Power
0
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6
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Shared Voting Power
2,482,783
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7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
2,482,783
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,482,783
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10
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Check if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions)
☐
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11
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Percent of Class Represented by
Amount in Row (9)
5.0%
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12
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Type of Reporting Person (See
Instructions)
IA, HC
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1
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Names
of Reporting Persons
Glenhill Capital Management, LLC
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2
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Check the Appropriate Box if a
Member of a Group (See Instructions)
(a) ☐
(b) ☒
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3
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SEC Use Only
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4
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
E
ach
Reporting
Person
With:
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5
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Sole Voting Power
0
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6
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Shared Voting Power
2,124,646
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7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
2,124,646
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,124,646
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10
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Check if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions)
☐
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11
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Percent of Class Represented by
Amount in Row (9)
4.3%
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12
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Type of Reporting Person (See
Instructions)
IA, HC
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Item 1(a).
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Name of Issuer:
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China XD Plastics Company Limited
Item 1(b).
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Address of Issuers Principal Executive Offices:
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No. 9 Dalian North Road,
Haping Road Centralized Industrial Park,
Harbin Development Zone, Heilongjiang Province, PRC 150060
Item 2(a).
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Name of Person Filing:
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Glenhill Advisors, LLC, Glenn J. Krevlin, Glenhill Capital
Advisors, LLC and Glenhill Capital Management, LLC.
Glenn J. Krevlin, is the managing member and control person of Glenhill Advisors,
LLC, and is the sole shareholder of Krevlin Management, Inc. Krevlin Management, Inc. is the managing member of Glenhill Capital Advisors, LLC, which is the investment manager of Glenhill Capital Overseas Master Fund, LP, Glenhill Concentrated Long
Master Fund, LLC and Glenhill Long Fund, LP, each a security holder of the Issuer. Glenhill Advisors, LLC is the managing member of Glenhill Capital Management, LLC. Glenhill Capital Management, LLC is the managing member of Glenhill Concentrated
Long Master Fund, LLC and Glenhill Long GP, LLC, and is sole shareholder of Glenhill Capital Overseas GP, Ltd. Glenhill Capital Overseas GP, Ltd. is general partner of Glenhill Capital Overseas Master Fund, LP. Glenhill Long GP, LLC is the general
partner of Glenhill Long Fund, LP.
Glenhill Capital Advisors, LLC is also the investment manager for certain third party accounts for
which shares of the Issuer are held and managed by one or more of the Reporting Persons for the benefit of such third parties. Such Reporting Persons have dispositive power and share certain voting power with respect to such shares, and receive
management fees and performance-related fees in connection therewith. As of the date of this filing, there are 358,137 shares of Common Stock of the Issuer held in such third party managed accounts, and the securities reported on the attached cover
page(s) include such shares.
Item 2(b).
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Address of Principal Business Office or, if none, Residence:
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600 Fifth Avenue, 11th
Floor
New York, NY 10020
See the response(s) to Item 4 on the attached cover page(s).
Item 2(d).
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Title of Class of Securities:
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Common Stock
16948F107
Item 3.
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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:
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Not Applicable
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1:
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(a)
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Amount Beneficially owned:
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See the response(s) to Item 9 on the attached cover page(s).
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See the response(s) to Item 11 on the attached cover page(s), which was determined by dividing the number of shares beneficially held by the Reporting Person by 49,556,541, the number of shares of Common Stock
issued and outstanding as reported in the Issuers Form 10-Q filed with the Securities and Exchange Commission on November 9, 2016.
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote:
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See the response(s) to Item 5 on the attached cover page(s).
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(ii)
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Shared power to vote or to direct the vote:
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See the response(s) to Item 6 on the attached cover page(s).
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(iii)
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Sole power to dispose or to direct the disposition of:
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See the response(s) to Item 7 on the attached cover page(s).
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(iv)
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Shared power to dispose or to direct the disposition of:
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See the response(s) to Item 8 on the attached cover page(s).
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Item 5.
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Ownership of Five Percent or Less of a Class.
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Not Applicable.
Item 6.
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Ownership of More Than Five Percent on Behalf of Another Person.
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Not Applicable.
Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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Not Applicable.
Item 8.
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Identification and Classification of Members of the Group.
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Not Applicable.
Item 9.
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Notice of Dissolution of Group.
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Not Applicable.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above 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.
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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DATE:
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February 22, 2017
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GLENHILL ADVISORS, LLC
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By: /s/ GLENN J. KREVLIN
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Name: Glenn J. Krevlin
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Title: Managing Member
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/s/ GLENN J. KREVLIN
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Name: Glenn J. Krevlin
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GLENHILL CAPITAL ADVISORS, LLC
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By:
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KREVLIN MANAGEMENT, INC.
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Managing Member
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By: /s/ GLENN J. KREVLIN
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Name: Glenn J. Krevlin
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Title: President
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GLENHILL CAPITAL MANAGEMENT, LLC
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By:
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GLENHILL ADVISORS, LLC
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Managing Member
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By: /s/ GLENN J. KREVLIN
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Name: Glenn J. Krevlin
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Title: Managing Member
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EXHIBIT INDEX
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Exhibit
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Description of Exhibit
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99.1
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Joint Filing Agreement, dated February 22, 2017
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