Filing Details

Accession Number:
0001104659-16-141053
Form Type:
13D Filing
Publication Date:
2016-08-23 16:16:35
Filed By:
Penske Roger S
Company:
Penske Automotive Group Inc. (NYSE:PAG)
Filing Date:
2016-08-23
SEC Url:
13D 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
Penske Corporation 0 31,985,865 0 31,858,759 32,924,440 38.7%
Roger S. Penske 938,575 31,985,865 993,337 31,858,759 32,924,440 38.7%
Filing

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 27)*

 

Penske Automotive Group, Inc.

(Name of Issuer)

 

Common Stock (Par Value $0.0001 per share)

(Title of Class of Securities)

 

70959W103

(CUSIP Number)

 

Lawrence N. Bluth, Esq.

General Counsel

Penske Corporation

2555 Telegraph Rd.

Bloomfield Hills, MI 48302

248-648-2500

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

August 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: o

 

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.

 

* 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 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 (the Exchange 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.  70959W103

13D

 

 

 

1.

Names of Reporting Persons
Penske Corporation

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
WC

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Persons With:

7.

Sole Voting Power
0

 

8.

Shared Voting Power
31,985,865 (1)

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
31,858,759 (1)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
32,924,440 (1)(2)

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
38.7%

 

 

14.

Type of Reporting Person
CO

 


 

(1)

The aggregate amount beneficially owned by Penske Corporation reported on line 11 and the percent of class reported on line 13 reflects the beneficial ownership of shares of Voting Common Stock by Roger S. Penske and Penske Corporation as a group. The amount of Voting Common Stock beneficially owned by Penske Corporation without regard to such group status is 31,985,865 shares, representing 37.6% of the Voting Common Stock outstanding.

 

 

 

 

(2)

The parties to the Stockholders Agreement (as defined in Item 6 in Amendment 26 to the Schedule 13D) may be deemed to constitute a group within the meaning of Section 13(d) of the Exchange Act and, as a party to the Stockholders Agreement, Penske Corporation may be deemed to share beneficial ownership of the shares of Voting Common Stock owned by Mitsui & Co., Ltd. and Mitsui & Co. (U.S.A.), Inc. (Mitsui), the other stockholder party to the Stockholder Agreement. Penske Corporation expressly disclaims beneficial ownership of any shares of Voting Common Stock held by Mitsui. In Amendment 7 to Schedule 13D filed on July 30, 2013 by Mitsui, Mitsui reported beneficial ownership of 15,559,217 shares of Voting Common Stock. Including the shares reported by Mitsui under the Schedule 13D, Penske Corporation would beneficially own 48,483,657 shares, representing 56.9% of the Voting Common Stock outstanding.

 

2


 

CUSIP No.  70959W103

13D

 

 

 

1.

Names of Reporting Persons
Roger S. Penske

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
N/A

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Persons With:

7.

Sole Voting Power
938,575

 

8.

Shared Voting Power
31,985,865 (1)

 

9.

Sole Dispositive Power
993,337

 

10.

Shared Dispositive Power
31,858,759 (1)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
32,924,440 (1)

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
38.7%

 

 

14.

Type of Reporting Person
IN

 


 

(1)

The parties to the Stockholders Agreement (as defined in Item 6 in Amendment 26 to the Schedule 13D) may be deemed to constitute a group within the meaning of Section 13(d) of the Exchange Act and, as a party to the Stockholders Agreement, Mr. Penske may be deemed to share beneficial ownership of the shares of Voting Common Stock owned by Mitsui. Mr. Penske expressly disclaims beneficial ownership of any shares of Voting Common Stock held by Mitsui. . In Amendment 7 to Schedule 13D filed on July 30, 2013 by Mitsui, Mitsui reported beneficial ownership of 15,559,217 shares of Voting Common Stock. Including the shares reported by Mitsui under the Schedule 13D, Mr. Penske would beneficially own 48,483,657 shares, representing 56.9% of the Voting Common Stock outstanding.

 

3


 

CUSIP No.  70959W103

13D

 

 

This Amendment No. 27 (this Amendment) amends and supplements the amended Schedule 13D filed on behalf of Penske Corporation, a Delaware corporation, and Roger S. Penske with the Securities and Exchange Commission on July 30, 2013 (the Schedule 13D), relating to the voting common stock, par value $0.0001 per share (the Voting Common Stock), of Penske Automotive Group, Inc., a Delaware corporation (the Company).  Penske Corporation and Roger S. Penske are the current reporting persons under the Schedule 13D (the Reporting Persons). Information reported in the Schedule 13D remains in effect to the extent that is amended, restated or superseded by information contained in this Amendment or a prior amendment.  Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D.

 

Item 2.  Identity and Background.

 

Item 2 of the Schedule 13D is hereby amended and supplemented as follows:

 

Information with respect to the directors and executive officers of the Reporting Persons set forth in Annex A to the Schedule 13D is hereby amended and restated in its entirety as set forth in Annex A to this Amendment and is incorporated herein by reference.

 

Item 3.  Source and Amount of Funds or Other Consideration.

 

The total amount of funds used to purchase the 1,432,165 shares of Voting Common Stock acquired by Penske Corporation through Penske Automotive Holdings Corp. (PAHC), its wholly owned subsidiary, as described in Item 5 below was $57,311,110.  Such funds were obtained from the working capital of Penske Corporation and were contributed to PAHC by Penske Corporation.

 

Item 4.  Purpose of Transaction.

 

The shares of Voting Common Stock acquired by Penske Corporation, through PAHC, its wholly owned subsidiary, as described in Item 5(c) below were, in each case, purchased for investment purposes.

 

Item 5.  Interest in Securities of the Issuer.

 

Based on information provided by the Company, as of August 21, 2016, there were 85,176,155 shares of Voting Common Stock outstanding.  Based on this amount of shares of Voting Common Stock outstanding:

 

(a)                                 As of August 22, 2016:

 

·                  Penske Corporation beneficially owned 32,924,440 shares of Voting Common Stock, representing 38.7% of the Voting Common Stock outstanding.  These figures reflect the beneficial ownership of shares of Voting Common Stock by Roger S. Penske and Penske Corporation as a group.  The number of shares of Voting Common Stock beneficially owned by Penske Corporation without regard to such group status is 31,985,865 shares, representing 37.6% of the outstanding Voting Common Stock.  See Annex A for beneficial ownership information with respect to directors and executive officers of Penske Corporation.

 

·                  Roger S. Penske beneficially owned 32,924,440 shares of Voting Common Stock, representing 38.7% of the Voting Common Stock outstanding.

 

The parties to the Stockholders Agreement (as defined in Item 6 in Amendment 26 to the Schedule 13D) may be deemed to constitute a group within the meaning of Section 13(d) of the Exchange Act and, as a party to the Stockholders Agreement, each of Penske Corporation and Roger S. Penske may be deemed to share beneficial ownership of the shares of Voting Common Stock owned by Mitsui.  Penske Corporation and Roger S. Penske

 

4


 

expressly disclaim beneficial ownership of any shares of Voting Common Stock held by Mitsui. In Amendment 7 to Schedule 13D filed on July 30, 2013 by Mitsui, Mitsui reported beneficial ownership of 15,559,217 shares of Voting Common Stock. Including the shares reported by Mitsui under its Schedule 13D, Penske Corporation and Roger S. Penske would beneficially own 48,483,657 shares of Voting Common Stock, representing 56.9% of the Voting Common Stock outstanding.

 

(b)                                 As of August 22, 2016:

 

Penske Corporation shared power to direct the vote of 31,985,865 shares of Voting Common Stock and shared power to direct the disposition of 31,858,759 shares of Voting Common Stock.  See Annex A for information with respect to directors and executive officers of Penske Corporation.

 

Roger S. Penske had the sole power to direct the vote of 938,575 shares of Voting Common Stock, shared power to direct the vote of 31,985,865 shares of Voting Common Stock, had the sole power to direct the disposition of 993,337 shares of Voting Common Stock and shared power to direct the disposition of 31,858,759 shares of Voting Common Stock.

 

(c)                                  Over the past 60 days, Penske Corporation, through its wholly owned subsidiary, PAHC, with the consent of the Company and in compliance with Rule 10b-18 under the Exchange Act, purchased the following shares of Voting Common Stock, all in open market transactions on the New York Stock Exchange:

 

Purchase Date

 

Number of Shares

 

Per Share Purchase Price

 

July 29, 2016

 

231,111

 

$

39.113

 

August 1, 2016

 

239,505

 

$

39.9467

 

August 2, 2016

 

239,505

 

$

38.2301

 

August 3, 2016

 

65,000

 

$

38.64

 

August 4, 2016

 

80,632

 

$

39.3226

 

August 5, 2016

 

75,000

 

$

39.9843

 

August 8, 2016

 

50,000

 

$

39.791

 

August 9, 2016

 

51,412

 

$

39.705

 

August 10, 2016

 

50,000

 

$

40.0474

 

August 11, 2016

 

50,000

 

$

41.3553

 

August 18, 2016

 

100,000

 

$

42.8503

 

August 19, 2016

 

100,000

 

$

42.5276

 

August 22, 2016

 

100,000

 

$

42.2806

 

 

5


 

CUSIP No.  70959W103

13D

 

 

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.

 

 

PENSKE CORPORATION

 

 

 

/s/ Robert H. Kurnick, Jr.

 

Robert H. Kurnick, Jr.

 

 

 

President

 

 

 

August 23, 2016

 

6


 

CUSIP No.  70959W103

13D

 

 

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.

 

 

 

/s/ Roger S. Penske

 

Roger S. Penske

 

 

 

August 23, 2016

 

7


 

CUSIP No.  70959W103

13D

 

 

Annex A

 

Executive Officers and Directors of Penske Corporation

 

The name, present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each of the directors and executive officers of Penske Corporation is set forth below. Each executive officer and each director of Penske Corporation is a citizen of the United States.

 

Name

 

Occupation and Business Address

 

# of Shares of Common
Stock Beneficially Owned

EXECUTIVE OFFICERS

 

 

 

 

Roger S. Penske

 

Chairman of the Board and Chief Executive Officer, Penske Corporation (1)

 

See Item 5

Robert H. Kurnick, Jr.

 

President, Penske Corporation (1)

 

79,803

Walter P. Czarnecki, Sr.

 

Executive Vice President, Penske Corporation (1)

 

22,594

Lawrence N. Bluth

 

Executive Vice President, Secretary and General Counsel, Penske Corporation (1)

 

12,932

Randall W. Johnson

 

Executive Vice President Human Resources and Administration, Penske Corporation (1)

 

6,905

J. Patrick Conroy

 

Executive Vice President Chief Financial Officer Penske Corporation (1)

 

20

DIRECTORS

 

 

 

 

Roger S. Penske

 

Chairman of the Board and Chief Executive Officer, Penske Corporation (1)

 

See Item 5

Robert H. Kurnick, Jr.

 

President, Penske Corporation (1)

 

79,803

Walter P. Czarnecki, Sr.

 

Executive Vice President, Penske Corporation (1)

 

22,594

Stephen R. DArcy

 

Partner, Quantum Group LLC
2301 W. Big Beaver Road, Suite 535
Troy, MI 48084

 

1,500

Gregory W. Penske

 

President, Penske Automotive Group, LLC
3534 N. Peck Road
El Monte, California 91731

 

33,420

Roger S. Penske, Jr.

 

President, SoCal Penske
2010 East Garvey Ave.
West Covina, CA 91791

 

1,594

Richard J. Peters

 

Managing Director, Transportation Resource Partners, L.P. (1)

 

20,760

Patrick G. Ryan, Jr.

 

Chief Executive Officer, Incisent Labs Group
833 W. Jackson Blvd., Suite 800
Chicago, IL 60607

 

0

John E. Doddridge

 

Director, Penske Corporation (1)

 

0

Brian Hard

 

President, Penske Truck Leasing Corporation
2675 Morgantown Road
Reading, PA 19607

 

22,634

Ludvik F. Koci

 

Director, Penske Corporation (1)

 

12,634

 

8


 

Greg C. Smith

 

Director, Penske Corporation (1)

 

0

R. Jamison Williams, Jr.

 

Senior Partner, Williams, Williams, Rattner & Plunkett
380 N. Woodward Ave., Suite 300
Birmingham, MI 48009

 

3,224

Charles G. McClure

 

Director, Penske Corporation (1)

 

0

 


(1)  The business address of this individual is 2555 Telegraph Road, Bloomfield Hills, Michigan 48302-0954.

 

9