0001104659-16-111459.txt : 20160414 0001104659-16-111459.hdr.sgml : 20160414 20160414150257 ACCESSION NUMBER: 0001104659-16-111459 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160414 DATE AS OF CHANGE: 20160414 GROUP MEMBERS: CLAUS MOLLER GROUP MEMBERS: P2 CAPITAL MASTER FUND I, L.P. GROUP MEMBERS: P2 CAPITAL MASTER FUND IX, L.P. GROUP MEMBERS: P2 CAPITAL MASTER FUND VI, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BLOUNT INTERNATIONAL INC CENTRAL INDEX KEY: 0001001606 STANDARD INDUSTRIAL CLASSIFICATION: CUTLERY, HANDTOOLS & GENERAL HARDWARE [3420] IRS NUMBER: 630780521 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44493 FILM NUMBER: 161571528 BUSINESS ADDRESS: STREET 1: 4909 S E INTERNATIONAL WAY CITY: PORT LAND STATE: OR ZIP: 97222-4679 BUSINESS PHONE: 503 653 8881 MAIL ADDRESS: STREET 1: P.O. BOX 22127 CITY: PORTLAND STATE: OR ZIP: 97269-2127 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: P2 Capital Partners, LLC CENTRAL INDEX KEY: 0001406313 IRS NUMBER: 202436330 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 590 MADISON AVENUE STREET 2: 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 508-5500 MAIL ADDRESS: STREET 1: 590 MADISON AVENUE STREET 2: 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 a16-8365_2sc13da.htm SC 13D/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D/A

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 4)

 

Blount International, Inc.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

095180105

(CUSIP Number)

 

Jason Carri

P2 Capital Partners, LLC

590 Madison Avenue

25th Floor

New York, NY 10022

(212) 508-5500

 

with copies to:

 

Andrew L. Bab, Esq.

Debevoise & Plimpton LLP

919 Third Avenue

New York, NY 10022

(212) 909-6323

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

 

April 12, 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 Rule 13d-7(b) for other parties to whom copies are to be sent.

* 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).

 



 

CUSIP No. 095180105

 

 

1

Name of Reporting Person
P2 Capital Partners, LLC

 

I.R.S. Identification No. of Above Person (Entities Only).

20-2436330

 

 

2

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

 

 

(a)

 o

 

 

(b)

 x

 

 

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
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

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)
0.0%

 

 

14

Type of Reporting Person (See Instructions)
CO

 

2



 

CUSIP No. 095180105

 

 

1

Name of Reporting Person.
P2 Capital Master Fund I, L.P.

 

I.R.S. Identification No. of Above Person (Entities Only).

98-0515452

 

 

2

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

 

 

(a)

 o

 

 

(b)

 x

 

 

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
Cayman Islands, British West Indies

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

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)
0.0%

 

 

14

Type of Reporting Person (See Instructions)
PN

 

3



 

CUSIP No. 095180105

 

 

1

Name of Reporting Person.
P2 Capital Master Fund VI, L.P.

 

I.R.S. Identification No. of Above Person (Entities Only).

27-2915390

 

 

2

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

 

 

(a)

 o

 

 

(b)

 x

 

 

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
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

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)
0.0%

 

 

14

Type of Reporting Person (See Instructions)
PN

 

4



 

CUSIP No. 095180105

 

 

1

Name of Reporting Person.
P2 Capital Master Fund IX, L.P.

 

I.R.S. Identification No. of Above Person (Entities Only).

80-0938575

 

 

2

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

 

 

(a)

 o

 

 

(b)

 x

 

 

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
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

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)
0.0%

 

 

14

Type of Reporting Person (See Instructions)
PN

 

5



 

CUSIP No. 095180105

 

 

1

Name of Reporting Person.
Claus Moller

 

I.R.S. Identification No. of Above Person (Entities Only).

 

 

2

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

 

 

(a)

 o

 

 

(b)

 x

 

 

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
Denmark

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

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)
0.0%

 

 

14

Type of Reporting Person (See Instructions)
IN

 

6



 

Amendment No. 4 to Schedule 13D

 

This Amendment No. 4 (this “Amendment”) amends and supplements the Schedule 13D (the “Schedule 13D”) filed February 22, 2013 (as amended by Amendment No. 1 thereto, filed July 19, 2013, Amendment No. 2 thereto, filed August 9, 2013 and Amendment No. 3 thereto, filed December 11, 2015), by and on behalf of P2 Capital Partners, LLC, a Delaware limited liability company (the “Manager”), P2 Capital Master Fund I, L.P., a Cayman Islands exempted limited partnership (“Master Fund I”), P2 Capital Master Fund VI, L.P., a Delaware limited partnership (“Master Fund VI”), P2 Capital Master Fund IX, L.P., a Delaware limited partnership (“Master Fund IX” and, together with Master Fund I and Master Fund VI, the “Funds”), and Claus Moller, a citizen of Denmark (all preceding persons are the “Reporting Persons”). Information reported in the Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment.  Capitalized terms used herein but not otherwise defined in this Amendment shall have the meaning ascribed to them in the Schedule 13D.

 

Item 4.

Purpose of the Transaction.

Item 4 is hereby supplemented by adding the following to the end thereof:

 

On April 12, 2016, the transactions contemplated by the Merger Agreement and the Contribution, Exchange and Subscription Agreement were consummated in accordance with their terms.

 

 

Item 5.

Interest in Securities of Issuer.

Item 5 is hereby amended and replaced by the following:

 

(a), (b):  The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of this Statement on Schedule 13D are incorporated herein by reference.

 

(c) On April 12, 2016, (a) Master Fund I contributed 1,273,215 Shares owned by it to ASP Blade Holdings, Inc. (“Holdings”), in exchange for a number of shares of Holdings with a value equal to the aggregate value of the contributed Shares based on the $10 per Share price paid in connection with the consummation of the transactions under the Merger Agreement; and (b) 2,127,405 Shares beneficially owned by Master Fund VI and 3,833,583 Shares beneficially owned Master Fund IX were converted into the right to receive $10 per share pursuant to the Merger Agreement.

 

(d) Not applicable.

 

(e) On April 12, 2016, the Manager, Master Fund I, Master Fund VI, Master Fund IX and Claus Moller ceased to be, beneficial owners of Issuer securities and Reporting Persons as a result of the transactions described in Items 4 and 5 of this Amendment.

 

7



 

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.

 

Date: April 14, 2016

 

P2 CAPITAL MASTER FUND I, L.P.

 

P2 CAPITAL MASTER FUND VI, L.P.

 

 

 

By:

P2 Capital Partners, LLC,

 

By:

P2 Capital Partners, LLC,

 

as Investment Manager

 

 

as Investment Manager

 

 

 

 

 

By:

s/Claus Moller

 

By:

s/Claus Moller

 

Name: Claus Moller

 

 

Name: Claus Moller

 

Title: Managing Member

 

 

Title: Managing Member

 

 

 

 

 

P2 CAPITAL MASTER FUND IX, L.P.

 

P2 CAPITAL PARTNERS, LLC

 

 

 

 

By:

P2 Capital Partners, LLC,

 

 

 

 

as Investment Manager

 

 

 

 

 

 

 

 

By:

s/Claus Moller

 

By:

s/Claus Moller

 

Name: Claus Moller

 

 

Name: Claus Moller

 

Title: Managing Member

 

 

Title: Managing Member

 

 

 

 

 

CLAUS MOLLER

 

 

 

 

 

 

 

 

 

s/Claus Moller

 

 

 

 

8