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Filing Details

Accession Number:
0000902664-19-002838
Form Type:
13G Filing
Publication Date:
2019-06-24 10:44:49
Filed By:
Sandell Asset Management
Company:
On Semiconductor Connectivity Solutions Inc.
Filing Date:
2019-06-24
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
Sandell Asset Management Europe Limited 0 0 0 0 0 (see Item 5) 0.0%
Sandell Asset Management Corp 0 0 0 0 0 (see Item 5) 0.0%
Thomas E. Sandell 0 0 0 0 0 (see Item 5) 0.0%
Filing

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No.   )*
 

Quantenna Communications, Inc.

(Name of Issuer)
 

Common Stock, par value $0.0001 per share

(Title of Class of Securities)
 

74766D100

(CUSIP Number)
 

June 14, 2019

(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)
 
(Page 1 of 9 Pages)

 

______________________________

*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

NAME OF REPORTING PERSONS

Sandell Asset Management Europe Limited

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

United Kingdom

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 PERSON

0

10 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

0.0%

12

TYPE OF REPORTING PERSON

CO

         

 

 

 

1

NAME OF REPORTING PERSONS

Sandell Asset Management Corp.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

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 PERSON

0

10 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

0.0%

12

TYPE OF REPORTING PERSON

CO; IA

         

 

 

 

1

NAME OF REPORTING PERSONS

Thomas E. Sandell

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Sweden

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 PERSON

0

10 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

0.0%

12

TYPE OF REPORTING PERSON

IN

         

 

 

 

 

Item 1(a). NAME OF ISSUER
   
  The name of the issuer is Quantenna Communications, Inc. (the "Company").

 

Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
   
  The Company's principal executive offices are located at 1704 Automation Parkway, San Jose, California 95131.

 

Item 2(a). NAME OF PERSON FILING
   
  This statement is filed by (i) Sandell Asset Management Europe Limited., a United Kingdom private limited company ("SAME"); (ii) Sandell Asset Management Corp., a Cayman Islands exempted company ("SAMC"); and (iii) Thomas E. Sandell, a citizen of Sweden, who serves as Chief Executive Officer of SAME and SAMC ("Mr. Sandell" and together with SAME and SAMC, the "Reporting Persons").  SAME and SAMC each serve as the investment manager of certain pooled investment vehicles that have purchased shares of Common Stock of the Company (the "Funds") and have investment discretion over the Funds.

 

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
   
  The principal business address of SAME and Mr. Sandell is 42-44 Grosvenor Gardens, SW1W 0EB London, United Kingdom.  The principal business address of SAMC is 540 Madison Ave., 36th Floor, New York, New York 10022.

 

Item 2(c). CITIZENSHIP
   
  SAME is a private limited company formed under the laws of the United Kingdom.  SAMC is an exempted company formed under the laws of the Cayman Islands.  Mr. Sandell is a citizen of Sweden.

 

Item 2(d). TITLE OF CLASS OF SECURITIES
   
  Common Stock, par value $0.0001 per share  ("Common Stock").

 

Item 2(e). CUSIP NUMBER
   
  74766D100

 

Item 3. IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

  (a) ¨ Broker or dealer registered under Section 15 of the Act;

 

 

 

  (b) ¨ Bank as defined in Section 3(a)(6) of the Act;

 

  (c) ¨ Insurance company as defined in Section 3(a)(19) of the Act;

 

  (d) ¨

Investment company registered under Section 8 of the Investment Company Act of 1940;

 

  (e) ¨

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

 

  (f) ¨

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 

  (g) ¨

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

 

  (h) ¨

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 

  (i) ¨

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

 

  (j) ¨

A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);

 

  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please

specify the type of institution: _____________________________________

 

Item 4. OWNERSHIP
   
  The information required by Items 4(a) – (c) is set forth in Rows 5 - 11 of the cover page for each of the Reporting Persons and is incorporated herein by reference.

 

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
   
 

As of the date of the event which required the filing of this statement, the Reporting Persons beneficially owned more than 5% of the then-outstanding shares of Common Stock. As a result of the consummation of the Company's merger on June 19, 2019, as described in the Company's Current Report on Form 8-K filed June 20, 2019, all of the shares of Common Stock beneficially owned by the Reporting Persons were canceled and converted into the right to receive $24.50 per share.

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 5 percent of the class of securities, check the following:
x

 

 

  

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 OR CONTROL PERSON
   
  Not applicable.

 

Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
   
  Not applicable.

 

Item 9. NOTICE OF DISSOLUTION OF GROUP
   
  Not applicable.

 

Item 10. CERTIFICATION
   
 

Each of the Reporting Persons hereby makes the following certification:

 

By signing below each of the Reporting Persons certifies that, to the best of its or his 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.

 

 

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATED: June 24, 2019

 

  SANDELL ASSET MANAGEMENT EUROPE LIMITED  
       
  By: /s/ Thomas E. Sandell  
  Name: Thomas E. Sandell  
  Title: Chief Executive Officer  
       
       
  SANDELL ASSET MANAGEMENT CORP.  
       
  By: /s/ Thomas E. Sandell  
  Name: Thomas E. Sandell  
  Title: Chief Executive Officer  
       
       
  /s/ Thomas E. Sandell  
  Thomas E. Sandell  
     

 

EXHIBIT A

JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

DATED: June 24, 2019

 

  SANDELL ASSET MANAGEMENT EUROPE LIMITED  
       
  By: /s/ Thomas E. Sandell  
  Name: Thomas E. Sandell  
  Title: Chief Executive Officer  
       
       
  SANDELL ASSET MANAGEMENT CORP.  
       
  By: /s/ Thomas E. Sandell  
  Name: Thomas E. Sandell  
  Title: Chief Executive Officer  
       
       
  /s/ Thomas E. Sandell  
  Thomas E. Sandell