Amended Statement of Ownership (sc 13g/a)
15 February 2019 - 9:58AM
Edgar (US Regulatory)
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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1 – Exit Filing)*
CIRCOR INTERNATIONAL, INC.
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(Name of Issuer)
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Shares of Common Stock, par value $0.01
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(Title of Class of Securities)
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17273K109
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(CUSIP Number)
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December 31, 2018
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐
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Rule 13d-1(b)
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☒
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Rule 13d-1(c)
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☐
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Rule 13d-1(d)
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* 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.
17273K109
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13G
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1.
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Names of Reporting Persons
Colfax Corporation
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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☐
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(b)
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☐
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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
Each
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
0
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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
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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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)
0%
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12.
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Type of Reporting Person (See Instructions)
CO
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Item 1.
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(a)
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Name of Issuer
CIRCOR International, Inc.
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(b)
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Address of Issuer’s Principal Executive Offices
30 Corporate Drive, Suite 200
Burlington, Massachusetts 01803
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Item 2.
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(a)
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Name of Person Filing
Colfax Corporation
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(b)
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Address of the Principal Business Office or, if none, Residence
420 National Business Parkway, 5th Floor
Annapolis Junction, Maryland 20701
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(c)
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Citizenship
Delaware
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(d)
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Title of Class of Securities
Common Stock, par value $0.01, of the Issuer
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(e)
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CUSIP No.
17273K109
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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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(a)
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☐
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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☐
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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);
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(j)
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A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
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(k)
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Group, in accordance with §240.13d-1(b)(1)(ii)(K).
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If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
Item 4.
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Ownership.
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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:
0
This Amendment No. 1 –
Exit
Filing is being filed as an
exit
filing and amends the Schedule 13G filed by Colfax Corporation with the Securities and Exchange Commission on December 15, 2017. On June 15, 2018, Colfax Corporation sold 3,283,424 shares of the Common
Stock of CIRCOR International, Inc. in an underwritten public offering. As of December 31, 2018, Colfax Corporation no longer beneficially owns any shares of the Common Stock of CIRCOR International, Inc.
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(b)
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Percent of class:
0%
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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
0
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(ii)
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Shared power to vote or to direct the vote
0
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(iii)
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Sole power to dispose or to direct the disposition of
0
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(iv)
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Shared power to dispose or to direct the disposition of
0
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Item 5.
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Ownership of Five Percent or Less of a Class.
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If this 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
☒
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not applicable
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding
Company.
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Not applicable
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Item 8.
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Identification and Classification of Members of the Group.
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Not applicable
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Item 9.
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Notice of Dissolution of Group.
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Not applicable
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Item 10.
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Certification.
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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,
other than activities solely in connection with a nomination under § 240.14a-11.
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CUSIP No.
17273K109
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13G
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SIGNATURE
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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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February 14, 2019
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Date
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Colfax Corporation
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By:
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/s/ Christopher M. Hix
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Signature
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Christopher M. Hix
Senior Vice President, Finance, and Chief Financial Officer and Treasurer
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Name/Title
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CIRCOR (NYSE:CIR)
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