Filing Details
- Accession Number:
- 0000904454-17-000146
- Form Type:
- 13G Filing
- Publication Date:
- 2017-02-13 16:43:49
- Filed By:
- Kensico Capital
- Company:
- Welbilt Inc.
- Filing Date:
- 2017-02-13
- SEC Url:
- 13G 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 |
|---|---|---|---|---|---|---|
| Kensico Capital Management Corp. 13-4079 | 0 | 13,693,200 | 0 | 13,693,200 | 13,693,200 | 9.9% |
| Michael B. Lowenstein | 0 | 13,693,200 | 0 | 13,693,200 | 13,693,200 | 9.9% |
| Thomas J. Coleman | 0 | 13,693,200 | 0 | 13,693,200 | 13,693,200 | 9.9% |
Filing
CUSIP No. 563568104
| UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |
| SCHEDULE 13G |
| Under the Securities Exchange Act of 1934 |
| (Amendment No. __)* |
| Manitowoc Foodservice, Inc. |
| (Name of Issuer) |
| Common Stock, $.01 par value |
| (Title of Class of Securities) |
| 563568104 |
| (CUSIP Number) |
| December 31, 2016 |
| (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)
*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).
| 1. | Names of Reporting Person I.R.S. Identification Nos. of Above Persons (entities only) | Kensico Capital Management Corp. 13-4079277 | |||
| 2. | Check the Appropriate Box if a Member of a Group | (a) [ ] (b) [ ] | |||
| 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 | -0- | ||
| 6. | Shared Voting Power | 13,693,200 | |||
| 7. | Sole Dispositive Power | -0- | |||
| 8. | Shared Dispositive Power | 13,693,200 | |||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person | 13,693,200 | |||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares | [ ] | |||
| 11. | Percent of Class Represented by Amount in Row (9) | 9.9% | |||
| 12. | Type of Reporting Person | CO, IA | |||
| 1. | Names of Reporting Person I.R.S. Identification Nos. of Above Persons (entities only) | Michael B. Lowenstein | |||
| 2. | Check the Appropriate Box if a Member of a Group | (a) [ ] (b) [ ] | |||
| 3. | SEC Use Only | ||||
| 4. | Citizenship or Place of Organization | United States | |||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power | -0- | ||
| 6. | Shared Voting Power | 13,693,200 | |||
| 7. | Sole Dispositive Power | -0- | |||
| 8. | Shared Dispositive Power | 13,693,200 | |||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person | 13,693,200 | |||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares | [ ] | |||
| 11. | Percent of Class Represented by Amount in Row (9) | 9.9% | |||
| 12. | Type of Reporting Person | IN, HC | |||
| 1. | Names of Reporting Person I.R.S. Identification Nos. of Above Persons (entities only) | Thomas J. Coleman | |||
| 2. | Check the Appropriate Box if a Member of a Group | (a) [ ] (b) [ ] | |||
| 3. | SEC Use Only | ||||
| 4. | Citizenship or Place of Organization | United States | |||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power | -0- | ||
| 6. | Shared Voting Power | 13,693,200 | |||
| 7. | Sole Dispositive Power | -0- | |||
| 8. | Shared Dispositive Power | 13,693,200 | |||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person | 13,693,200 | |||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares | [ ] | |||
| 11. | Percent of Class Represented by Amount in Row (9) | 9.9% | |||
| 12. | Type of Reporting Person | IN, HC | |||
Schedule 13G
Item 1(a). Name of Issuer: Manitowoc Foodservice, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
| 2227 Welbilt Boulevard, New Port Richey, FL 34655 |
Item 2(a). Name of Persons Filing:
| This Statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"): | |
| (i) Kensico Capital Management Corp. ("KCM"); | |
| (ii) Michael Lowenstein ("Mr. Lowenstein"); and | |
| (iii) Thomas J. Coleman ("Mr. Coleman"). | |
| The Joint Filing Agreement among the Reporting Persons is attached hereto as Exhibit 1. | |
| KCM is a registered investment adviser to certain affiliated funds (the "Funds") that directly hold the shares of Common Stock to which this statement relates for the benefit of their respective investors, and in such capacity KCM has voting and dispositive power over such shares. Mr. Lowenstein and Mr. Coleman are the Co-Presidents of KCM. |
Item 2(b). Address of Principal Business Office:
| For each Reporting Person: 55 Railroad Avenue, 2nd Floor, Greenwich, CT 06830 | |
Item 2(c). Citizenship:
| KCM is a Delaware corporation. Mr. Lowenstein and Mr. Coleman are U.S. citizens. |
Item 2(d). Title of Class of Securities: Common Stock, $0.01 par value
Item 2(e). CUSIP Number: 563568104
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) | [ ] | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 73c). |
| (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 §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 association 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) | [ ] | Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
| [ ] | If this statement is filed pursuant to §240.13d-1(c), check this box. |
Item 4. Ownership:
(a) through (c):
The information set forth in the cover pages to this Schedule 13G is incorporated herein by reference. Ownership is stated as of December 31, 2016 and percentage ownership is based on 138,505,874 shares of Common Stock outstanding as of October 31, 2016, as reported in the Issuer's Report on Form 10-Q for the period ended September 30, 2016 filed with the Securities and Exchange Commission on November 9, 2016.
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:
| Each of the Funds has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock that it directly owns. |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported By the Parent Holding Company: Not Applicable |
Item 8. Identification and Classification of Members of the Group: Not Applicable
Item 9. Notice of Dissolution of a Group: Not Applicable
Item 10. Certification:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to herein 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 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.
Dated: February 13, 2017
| KENSICO CAPITAL MANAGEMENT CORP. | ||
| By: | /s/ Michael B. Lowenstein | |
| Name: Michael B. Lowenstein, Authorized Signatory | ||
| MICHAEL B. LOWENSTEIN /s/ Michael B. Lowenstein | ||
| THOMAS J. COLEMAN /s/ Thomas J. Coleman | ||
Exhibit 1
JOINT FILING AGREEMENT
Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13G to which this Agreement is attached as an Exhibit (the "Schedule 13G"), and any amendments thereto, is and will be filed with the Securities and Exchange Commission jointly on behalf of each of them.
Dated: February 13, 2017
| KENSICO CAPITAL MANAGEMENT CORP. | ||
| By: | /s/ Michael B. Lowenstein | |
| Name: Michael B. Lowenstein, Authorized Signatory | ||
| MICHAEL B. LOWENSTEIN /s/ Michael B. Lowenstein | ||
| THOMAS J. COLEMAN /s/ Thomas J. Coleman | ||