0001398344-14-000173.txt : 20140110 0001398344-14-000173.hdr.sgml : 20140110 20140110105259 ACCESSION NUMBER: 0001398344-14-000173 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140110 DATE AS OF CHANGE: 20140110 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ICG GROUP, INC. CENTRAL INDEX KEY: 0001085621 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 232996071 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-57841 FILM NUMBER: 14520548 BUSINESS ADDRESS: STREET 1: 555 E. LANCASTER AVENUE STREET 2: SUITE 640 CITY: RADNOR STATE: PA ZIP: 19087 BUSINESS PHONE: 610-727-6900 MAIL ADDRESS: STREET 1: 555 E. LANCASTER AVENUE STREET 2: SUITE 640 CITY: RADNOR STATE: PA ZIP: 19087 FORMER COMPANY: FORMER CONFORMED NAME: INTERNET CAPITAL GROUP INC DATE OF NAME CHANGE: 19990430 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Pembroke Management, LTD CENTRAL INDEX KEY: 0001063497 IRS NUMBER: 000000000 STATE OF INCORPORATION: A8 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1002 SHERBROOKE STREET WEST STREET 2: SUITE 1700 CITY: MONTREAL STATE: A8 ZIP: H3A 354 BUSINESS PHONE: 514-848-1991 MAIL ADDRESS: STREET 1: 1002 SHERBROOKE STREET WEST STREET 2: SUITE 1700 CITY: MONTREAL STATE: A8 ZIP: H3A 354 FORMER COMPANY: FORMER CONFORMED NAME: PEMBROKE MANAGEMENT LTD DATE OF NAME CHANGE: 19980605 SC 13G/A 1 fp0009137_sc13ga.htm fp0009137_sc13ga.htm
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 


SCHEDULE 13G
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)

(AMENDMENT NO. 1)*

ICG Group, Inc. 

(Name of Issuer)

Common Stock
(Title of Class of Securities)

44928D108
(CUSIP Number)

December 31, 2013
(Date of Event Which Requires Filing of This Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 
[ X ]
Rule 13d-1(b)
 
[    ]
Rule 13d-1(c)
 
[    ]
Rule 13d-1(d)



*           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 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.                      44928D108
13G
Page 2 of 5 Pages

1
NAMES OF REPORTING PERSONS S.S. OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
 
Pembroke Management, LTD
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a) [   ]
(b) [   ]
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Canada
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
3,764,500
 
6
SHARED VOTING POWER
 
 
7
SOLE DISPOSITIVE POWER
 
3,764,500
 
8
SHARED DISPOSITIVE POWER
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,764,500
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
 
 
 
[   ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
10.35%
 
12
TYPE OF REPORTING PERSON
 
IA
 

 
 

 

CUSIP NO.                     44928D108
13G
Page 3 of 5 Pages

Item 1.
(a)
Name of Issuer:

ICG Group, Inc.

 
(b)
Address of Issuer’s Principal Executive Offices:

555 E. Lancaster Ave, Suite 640
Radnor, PA 19087

Item 2.
(a)
Name of Person Filing:

Pembroke Management, LTD

 
(b)
Address of Principal Business Office or, if None, Residence:

1002 Sherbrooke Street West
Suite 1700
Montreal, Quebec H3A 354

 
(c)
Citizenship:
 
 
(d)
Title of Class of Securities:

Common Stock
 
 
(e)
CUSIP Number:
 
 
44928D108

Item 3.
If This Statement is Filed Pursuant to Rule 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 Exchange Act.
 
 
(b)
[   ]
Bank as defined in Section 3(a)(6) of the Exchange Act.
 
 
(c)
[   ]
Insurance company as defined in Section 3(a)(19) of the Exchange Act.
 
 
(d)
[   ]
Investment company registered under Section 8 of the Investment Company Act.
 
 
(e)
[ x ]
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)
[   ]
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
 
 
 

 
 
CUSIP NO.                      44928D108
13G
Page 4 of 5 Pages

Item 4.
Ownership.

(a)
Amount beneficially owned:
3,764,500
(b)
Percent of class:
10.35%
(c)
Number of shares as to which the person has:
 
 
(i)
Sole power to vote or to direct the vote:
3,764,500
 
(ii)
Shared power to vote or to direct the vote:
 
 
(iii)
Sole power to dispose or to direct the disposition of:
3,764,500
 
(iv)
Shared power to dispose or to direct the disposition of:
 

Item 5.
Ownership of Five Percent or Less of a Class.

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 five percent of the class of securities, check the following  [   ]

Item 6.
Ownership of More than Five Percent on Behalf of Another Person.

Clients of Pembroke Management, LTD have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the common stock reported as beneficially owned by Pembroke Management, LTD.  No client beneficially owns more than 5% of the issuer’s common stock.

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

 
 

 
 
CUSIP NO.                      44928D108
13G
Page 5 of 5 Pages

Item 10.
Certification.

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.

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.

 
Filer
  Pembroke Management, LTD
     
 
By:
/s/ Michael McLaughlin
 
Name:
Michael McLaughlin
 
 
Title:
Partner
     
 
Date:
January 9, 2014