James Litinsky‘s JHL Capital Group is the latest investor that we track which has filed a Form 13G with the SEC. The filing reveals that the fund owns a stake of 7.70 million shares of RealPage, Inc. (NASDAQ:RP), one of the firm’s top picks for the last 20 or so months. While the share ownership is unchanged from the end of 2015, the firm’s ownership stake has increased slightly, to 9.82% from 9.74%, presumably due to the company buying back some of its shares over the past two months. The full content of the filing can be found below.
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 |
|---|---|---|---|---|---|---|
| JHL Capital Group | 0 | 7,700,000 | 0 | 7,700,000 | 7,700,000 | 9.82% |
| JHL Capital Group Master Fund | 0 | 7,700,000 | 0 | 7,700,000 | 7,700,000 | 9.82% |
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Page 1 of 12 SEC Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
RealPage,
Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
75606N109
(CUSIP Number)
February 26, 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:
¨ Rule
13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
| * | 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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Page 2 of 12 SEC Filing
13G
| CUSIP No. 75606N109 | Page 2 of 12 pages |
| 1. | NAMES OF JHL Capital Group LLC | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER (a) ¨ (b) ¨ | |||||
| 3. | SEC USE ONLY | |||||
| 4. | CITIZENSHIP OR PLACE OF Delaware, United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | SOLE VOTING POWER: 0 | ||||
| 6. | SHARED VOTING POWER: 7,700,000 | |||||
| 7. | SOLE DISPOSITIVE POWER: 0 | |||||
| 8. | SHARED DISPOSITIVE POWER: 7,700,000 | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,700,000 | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT 9.82%1 | |||||
| 12. | TYPE OF REPORTING PERSON (See IA | |||||
| 1 | Based on 78,388,329 shares of Common Stock outstanding as of October 23, 2015, as reported by RealPage, Inc. in its Quarterly Report for the quarterly period ended September 30, 2015, filed with the Securities and Exchange Commission on form 10-Q on November 5, 2015. |
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Page 3 of 12 SEC Filing
13G
| CUSIP No. 75606N109 | Page 3 of 12 pages |
| 1. | NAMES OF JHL Capital Group Master Fund L.P. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER (a) ¨ (b) ¨ | |||||
| 3. | SEC USE ONLY | |||||
| 4. | CITIZENSHIP OR PLACE OF Cayman Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | SOLE VOTING POWER: 0 | ||||
| 6. | SHARED VOTING POWER: 7,700,000 | |||||
| 7. | SOLE DISPOSITIVE POWER: 0 | |||||
| 8. | SHARED DISPOSITIVE POWER: 7,700,000 | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,700,000 | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT 9.82%2 | |||||
| 12. | TYPE OF REPORTING PERSON (See PN | |||||
| 2 | Based on 78,388,329 shares of Common Stock outstanding as of October 23, 2015, as reported by RealPage, Inc. in its Quarterly Report for the quarterly period ended September 30, 2015, filed with the Securities and Exchange Commission on form 10-Q on November 5, 2015. |
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Page 4 of 12 SEC Filing
13G
| CUSIP No. 75606N109 | Page 4 of 12 pages |
| 1. | NAMES OF JHL Capital Group Master Fund GP Ltd. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER (a) ¨ (b) ¨ | |||||
| 3. | SEC USE ONLY | |||||
| 4. | CITIZENSHIP OR PLACE OF Cayman Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | SOLE VOTING POWER: 0 | ||||
| 6. | SHARED VOTING POWER: 0 | |||||
| 7. | SOLE DISPOSITIVE POWER: 0 | |||||
| 8. | SHARED DISPOSITIVE POWER: 0 | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT 0% | |||||
| 12. | TYPE OF REPORTING PERSON (See CO | |||||
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Page 5 of 12 SEC Filing
13G
| CUSIP No. 75606N109 | Page 5 of 12 pages |
| 1. | NAMES OF JHL Capital Group L.P. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER (a) ¨ (b) ¨ | |||||
| 3. | SEC USE ONLY | |||||
| 4. | CITIZENSHIP OR PLACE OF Delaware, United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | SOLE VOTING POWER: 0 | ||||
| 6. | SHARED VOTING POWER: 0 | |||||
| 7. | SOLE DISPOSITIVE POWER: 0 | |||||
| 8. | SHARED DISPOSITIVE POWER: 0 | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT 0% | |||||
| 12. | TYPE OF REPORTING PERSON (See PN | |||||
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Page 6 of 12 SEC Filing
13G
| CUSIP No. 75606N109 | Page 6 of 12 pages |
| 1. | NAMES OF James H. Litinsky | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER (a) ¨ (b) ¨ | |||||
| 3. | SEC USE ONLY | |||||
| 4. | CITIZENSHIP OR PLACE OF United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | SOLE VOTING POWER: 0 | ||||
| 6. | SHARED VOTING POWER: 0 | |||||
| 7. | SOLE DISPOSITIVE POWER: 0 | |||||
| 8. | SHARED DISPOSITIVE POWER: 0 | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT 0% | |||||
| 12. | TYPE OF REPORTING PERSON (See IN | |||||
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Page 7 of 12 SEC Filing
13G
| CUSIP No. 75606N109 | Page 7 of 12 pages |
| Item 1(a). | Name of Issuer: |
RealPage, Inc.
| Item 1(b). | Address of Issuers Principal Executive Offices: |
4000 International Parkway
Carrollton, Texas 75007-1951
United States
| Item 2(a). | Names of Persons Filing: |
The reporting persons are:
(i) JHL Capital Group LLC (JHL Capital Group);
(ii) JHL Capital Group Master Fund L.P. (Master Fund);
(iii) JHL Capital Group Master Fund GP Ltd. (Master Fund GP);
(iv) JHL Capital Group L.P.; and
(v) James H. Litinsky (Mr. Litinsky).
| Item 2(b). | Address of Principal Business Office or, if none, Residence: |
The address for JHL
Capital Group, JHL Capital Group L.P. and Mr. Litinsky is 900 N. Michigan Avenue, Suite 1700, Chicago, IL 60611. The address for the Master Fund and the Master Fund GP is P.O. Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands.
| Item 2(c). | Citizenship: |
JHL Capital Group is a limited liability company formed under the laws of
the State of Delaware. Master Fund is a limited partnership formed under the laws of the Cayman Islands. Master Fund GP is an exempted company formed under the laws of the Cayman Islands. JHL Capital Group L.P. is a limited partnership formed under
the laws of the State of Delaware. Mr. Litinsky is a citizen of the United States.
| Item 2(d). | Title of Class of Securities: |
Common Stock, $0.001 par value (the Common
Stock).
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Page 8 of 12 SEC Filing
13G
| CUSIP No. 75606N109 | Page 8 of 12 pages |
| Item 2(e). | CUSIP Number: |
75606N109
| 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. 78c). | ||||
| (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) | ¨ | An investment adviser in accordance with §240.13d-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 associations 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) | ¨ | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); | ||||
| (k) | ¨ | Group, in accordance with §240.13d-1(b)(1)(ii)(J). | ||||
| Item 4. | Ownership: |
| (a) | Amount Beneficially Owned: |
The Master Fund beneficially owns 7,700,000 shares of the
Common Stock of RealPage, Inc.
The Master Fund GP is General Partner of the Master Fund. Accordingly, the Master Fund GP may be deemed to
beneficially own
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Page 9 of 12 SEC Filing
13G
| CUSIP No. 75606N109 | Page 9 of 12 pages |
the same number of shares of Common Stock reported herein by the Master Fund. JHL Capital Group is the investment manager for the Master Fund and has been granted investment discretion over the
portfolio investments of the Master Fund, including the Common Stock held by it. JHL Capital Group is also the 100% owner of the Master Fund GP. Accordingly, JHL Capital Group may be deemed to be the beneficial owner of the shares of Common Stock
reported herein by the Master Fund. JHL Capital Group L.P. is the 100% owner of JHL Capital Group. Mr. Litinsky holds a controlling interest in JHL Capital Group L.P. and serves as the Chief Executive Officer of JHL Capital Group, as well as
Director of the Master Fund GP. Accordingly, JHL Capital Group L.P. and Mr. Litinsky may be deemed to beneficially own the same number of shares of Common Stock reported herein by the Master Fund.
Notwithstanding the foregoing, the Master Fund GP, JHL Capital Group L.P. and Mr. Litinsky disclaim beneficial ownership of any
securities covered by this Schedule 13G.
| (b) | Percent of Class: See Item 11 of the Cover Pages to this Schedule 13G. |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: 0 |
| (ii) | Shared power to vote or to direct the vote: See Item 4(a) above |
| (iii) | Sole power to dispose or to direct the disposition of: 0 |
| (iv) | Shared power to dispose or to direct the disposition of: See Item 4(a) above |
| 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: |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: |
Not applicable.
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Page 10 of 12 SEC Filing
13G
| CUSIP No. 75606N109 | Page 10 of 12 pages |
| Item 8. | Identification and Classification of Members of the Group: |
Not applicable.
| Item 9. | Notice of Dissolution of Group: |
Not applicable.
| Item 10. | Certifications: |
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.
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Page 11 of 12 SEC Filing
13G
| CUSIP No. 75606N109 | Page 11 of 12 pages |
SIGNATURES
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 26, 2016
| JHL CAPITAL GROUP LLC, a Delaware limited liability company | ||||||
| By: | /s/ James H. Litinsky | |||||
| Name: | James H. Litinsky | |||||
| Title: | Chief Executive Officer | |||||
| JHL CAPITAL GROUP MASTER FUND L.P., a Cayman Islands limited partnership | ||||||
| By: JHL CAPITAL GROUP MASTER FUND GP LTD., a Cayman Islands exempted company, its General Partner | ||||||
| By: | /s/ James H. Litinsky | |||||
| Name: | James H. Litinsky | |||||
| Title: | Director | |||||
| JHL CAPITAL GROUP MASTER FUND GP LTD., a Cayman Islands exempted company | ||||||
| By: | /s/ James H. Litinsky | |||||
| Name: | James H. Litinsky | |||||
| Title: | Director | |||||
| JHL CAPITAL GROUP L.P., a Delaware limited partnership | ||||||
| By: JHL CAPITAL GROUP GP LLC, a Delaware limited liability company, its General Partner | ||||||
| By: | /s/ James H. Litinsky | |||||
| Name: | James H. Litinsky | |||||
| Title: | Authorized Signatory | |||||
| /s/ James H. Litinsky | ||||||
| James H. Litinsky | ||||||
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Page 12 of 12 SEC Filing
13G
| CUSIP No. 75606N109 | Page 12 of 12 pages |
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G filed herewith signed by each of the undersigned shall be filed on behalf of
each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the 26th day of February 2016.
Dated: February 26, 2016
| JHL CAPITAL GROUP LLC, a Delaware limited liability company | ||||||
| By: | /s/ James H. Litinsky | |||||
| Name: | James H. Litinsky | |||||
| Title: | Chief Executive Officer | |||||
| JHL CAPITAL GROUP MASTER FUND L.P., a Cayman Islands limited partnership | ||||||
| By: JHL CAPITAL GROUP MASTER FUND GP LTD., a Cayman Islands exempted company, its General Partner | ||||||
| By: | /s/ James H. Litinsky | |||||
| Name: | James H. Litinsky | |||||
| Title: | Director | |||||
| JHL CAPITAL GROUP MASTER FUND GP LTD., a Cayman Islands exempted company | ||||||
| By: | /s/ James H. Litinsky | |||||
| Name: | James H. Litinsky | |||||
| Title: | Director | |||||
| JHL CAPITAL GROUP L.P., a Delaware limited partnership | ||||||
| By: JHL CAPITAL GROUP GP LLC, a Delaware limited liability company, its General Partner | ||||||
| By: | /s/ James H. Litinsky | |||||
| Name: | James H. Litinsky | |||||
| Title: | Authorized Signatory | |||||
| /s/ James H. Litinsky | ||||||
| James H. Litinsky | ||||||
