David Charney and Sky Wilber‘s Foundation Asset Management has just filed a Form 13D with the SEC, updating the regulatory body on the latest pertinent information related to its position in Stewart Information Services Corp (NYSE:STC). The activist filing shows a 1.43 million-share position in the stock, a slight increase from the 1.42 million-share stake it held in the stock at the end of December, when it ranked as the fund’s second-largest position. You can see the latest ownership position in the table below, while the filing is embedded below and on the following pages.
You can access the original SEC filing by clicking here.
Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| FOUNDATION OFFSHORE MASTER FUND, LTD | 1,431,796 | 1,431,796 | 1,431,796 | 1,431,796 | 1,431,796 | 6.4% |
| FOUNDATION ASSET MANAGEMENT | 1,431,796 | 1,431,796 | 1,431,796 | 1,431,796 | 1,431,796 | 6.4% |
| FOUNDATION ASSET MANAGEMENT GP II | 1,431,796 | 1,431,796 | 1,431,796 | 6.4% | ||
| DAVID CHARNEY | 1,000 | 1,000 | 1,431,796 | 6.4% | ||
| SKY WILBER | 1,432,796 | 6.4% |
Follow David Charney And Sky Wilber's Foundation Asset Management
We may use your email to send marketing emails about our services. Click here to read our privacy policy.
Page 1 of 9 SEC Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 7)1
Stewart Information Services Corporation
(Name of Issuer)
Common Stock, $1.00 par value per share
(Title of Class of Securities)
860372101
(CUSIP Number)
BEN BRESNAHAN
FOUNDATION ASSET MANAGEMENT, LP
81 Main Street, Suite 306
White Plains, NY 10601
(914) 574-2923
STEVE WOLOSKY, ESQ.
OLSHAN FROME WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 22, 2016
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
_______________
1 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 disclosures provided in a prior cover page.
The information required on 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).
Follow Stewart Information Services Corp (NYSE:STC)
Follow Stewart Information Services Corp (NYSE:STC)
We may use your email to send marketing emails about our services. Click here to read our privacy policy.
Page 2 of 9 SEC Filing
| 1 | NAME OF REPORTING PERSON FOUNDATION OFFSHORE MASTER FUND, LTD. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) x | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS WC | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 1,431,796 | |
| 8 | SHARED VOTING POWER – 0 – | ||
| 9 | SOLE DISPOSITIVE POWER 1,431,796 | ||
| 10 | SHARED DISPOSITIVE POWER – 0 – | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,431,796 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.4% | ||
| 14 | TYPE OF REPORTING PERSON CO | ||
Follow Stewart Information Services Corp (NYSE:STC)
Follow Stewart Information Services Corp (NYSE:STC)
We may use your email to send marketing emails about our services. Click here to read our privacy policy.
Page 3 of 9 SEC Filing
| 1 | NAME OF REPORTING PERSON FOUNDATION ASSET MANAGEMENT, LP | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) x | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS OO | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 1,431,796 | |
| 8 | SHARED VOTING POWER – 0 – | ||
| 9 | SOLE DISPOSITIVE POWER 1,431,796 | ||
| 10 | SHARED DISPOSITIVE POWER – 0 – | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,431,796 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.4% | ||
| 14 | TYPE OF REPORTING PERSON PN | ||
Follow Stewart Information Services Corp (NYSE:STC)
Follow Stewart Information Services Corp (NYSE:STC)
We may use your email to send marketing emails about our services. Click here to read our privacy policy.
Page 4 of 9 SEC Filing
| 1 | NAME OF REPORTING PERSON FOUNDATION ASSET MANAGEMENT GP II, LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) x | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS OO | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 1,431,796 | |
| 8 | SHARED VOTING POWER – 0 – | ||
| 9 | SOLE DISPOSITIVE POWER 1,431,796 | ||
| 10 | SHARED DISPOSITIVE POWER – 0 – | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,431,796 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.4% | ||
| 14 | TYPE OF REPORTING PERSON OO | ||
Follow Stewart Information Services Corp (NYSE:STC)
Follow Stewart Information Services Corp (NYSE:STC)
We may use your email to send marketing emails about our services. Click here to read our privacy policy.
Page 5 of 9 SEC Filing
| 1 | NAME OF REPORTING PERSON DAVID CHARNEY | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) x | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS OO | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER – 0 – | |
| 8 | SHARED VOTING POWER 1,431,796 | ||
| 9 | SOLE DISPOSITIVE POWER – 0 – | ||
| 10 | SHARED DISPOSITIVE POWER 1,431,796 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,431,796 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.4% | ||
| 14 | TYPE OF REPORTING PERSON IN | ||
Follow Stewart Information Services Corp (NYSE:STC)
Follow Stewart Information Services Corp (NYSE:STC)
We may use your email to send marketing emails about our services. Click here to read our privacy policy.
Page 6 of 9 SEC Filing
| 1 | NAME OF REPORTING PERSON SKY WILBER | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) x | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS OO, PF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 1,000 | |
| 8 | SHARED VOTING POWER 1,431,796 | ||
| 9 | SOLE DISPOSITIVE POWER 1,000 | ||
| 10 | SHARED DISPOSITIVE POWER 1,431,796 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,432,796 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.4% | ||
| 14 | TYPE OF REPORTING PERSON IN | ||
Follow Stewart Information Services Corp (NYSE:STC)
Follow Stewart Information Services Corp (NYSE:STC)
We may use your email to send marketing emails about our services. Click here to read our privacy policy.
Page 7 of 9 SEC Filing
The following constitutes Amendment No. 7 to the Schedule 13D filed by the undersigned (“Amendment No. 7”). This Amendment No. 7 amends the Schedule 13D as specifically set forth herein.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended and restated to read as follows:
The Shares purchased by the Offshore Master Fund were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase price of the 1,431,796 Shares directly owned by the Offshore Master Fund is approximately $38,486,903, including brokerage commissions.
The Shares owned directly by Mr. Wilber were purchased in the open market with personal funds. The aggregate purchase price of the 1,000 Shares owned directly by Mr. Wilber is approximately $32,128, including brokerage commissions.
| Item 5. | Interest in Securities of the Issuer. |
Items 5(a) – (c) are hereby amended and restated to read as follows:
(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 22,235,588 Shares outstanding as of October 30, 2015, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 3, 2015.
As of the close of business on February 22, 2016, the Offshore Master Fund directly owned 1,431,796 Shares, constituting approximately 6.4% of the Shares outstanding. Foundation LP, as the investment manager of the Offshore Master Fund, may be deemed to be the beneficial owner of the 1,431,796 Shares owned by the Offshore Master Fund, constituting approximately 6.4% of the Shares outstanding. Foundation GP, as the general partner of Foundation LP, may be deemed to be the beneficial owner of the 1,431,796 Shares owned by the Offshore Master Fund, constituting approximately 6.4% of the Shares outstanding. Each of Messrs. Charney and Wilber, as the managing members of Foundation GP and Foundation LP, may be deemed to be the beneficial owners of the 1,431,796 Shares owned by the Offshore Master Fund, constituting approximately 6.4% of the Shares outstanding. As of the close of business on February 22, 2016, Mr. Wilber directly owned 1,000 Shares, representing less than 1% of the Shares outstanding.
(b) By virtue of their respective positions with the Offshore Master Fund, each of Foundation GP and Foundation LP may be deemed to have sole power to vote and dispose of the Shares reported owned by the Offshore Master Fund. By virtue of their respective positions with Foundation GP and Foundation LP, each of Messrs. Charney and Wilber may be deemed to have shared power to vote and dispose of the Shares reported owned by the Offshore Master Fund. Mr. Wilber has sole power to vote and dispose of the Shares reported owned directly by Mr. Wilber.
Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
(c) The transactions in the Shares by the Reporting Persons during the past 60 days are set forth on Schedule A.
Follow Stewart Information Services Corp (NYSE:STC)
Follow Stewart Information Services Corp (NYSE:STC)
We may use your email to send marketing emails about our services. Click here to read our privacy policy.
Page 8 of 9 SEC Filing
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: February 23, 2016
| Foundation Offshore Master Fund, Ltd. | |||
| By: | /s/ Sky Wilber | ||
| Name: | Sky Wilber | ||
| Title: | Director | ||
| Foundation Asset Management, LP | |||
| By: | /s/ Sky Wilber | ||
| Name: | Sky Wilber | ||
| Title: | Managing Member | ||
| Foundation Asset Management GP II, LLC | |||
| By: | /s/ Sky Wilber | ||
| Name: | Sky Wilber | ||
| Title: | Managing Member | ||
| /s/ David Charney | |
| David Charney |
| /s/ Sky Wilber | |
| Sky Wilber |
Follow Stewart Information Services Corp (NYSE:STC)
Follow Stewart Information Services Corp (NYSE:STC)
We may use your email to send marketing emails about our services. Click here to read our privacy policy.
Page 9 of 9 SEC Filing
SCHEDULE A
Transactions in the Shares During the Past 60 Days
| Shares of Common Stock Purchased/(Sold) | Price Per Share($) | Date of Purchase |
Foundation Offshore Master Fund, Ltd.
| (4,000) | 34.7125 | 02/18/2016 |
| 8,000 | 34.5990 | 02/19/2016 |
| 4,000 | 34.6272 | 02/22/2016 |
Follow Stewart Information Services Corp (NYSE:STC)
Follow Stewart Information Services Corp (NYSE:STC)
We may use your email to send marketing emails about our services. Click here to read our privacy policy.
