SC 13G

Compass Group Diversified Holdings LLC

/s/ Ryan J. Faulkingham

Ryan J. Faulkingham

Chief Financial Officer

0001193125-14-020367.txt : 20140124 0001193125-14-020367.hdr.sgml : 20140124 20140124160733 ACCESSION NUMBER: 0001193125-14-020367 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140124 DATE AS OF CHANGE: 20140124 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FOX FACTORY HOLDING CORP CENTRAL INDEX KEY: 0001424929 STANDARD INDUSTRIAL CLASSIFICATION: MOTORCYCLES, BICYCLES & PARTS [3751] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-87813 FILM NUMBER: 14546148 BUSINESS ADDRESS: STREET 1: 915 DISC DRIVE CITY: SCOTTS VALLEY STATE: CA ZIP: 95066 BUSINESS PHONE: 831-274-6500 MAIL ADDRESS: STREET 1: 915 DISC DRIVE CITY: SCOTTS VALLEY STATE: CA ZIP: 95066 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Compass Group Diversified Holdings LLC CENTRAL INDEX KEY: 0001345122 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 203812051 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 61 WILTON ROAD CITY: WESTPORT STATE: CT ZIP: 06880 BUSINESS PHONE: 203-221-1703 MAIL ADDRESS: STREET 1: 61 WILTON ROAD CITY: WESTPORT STATE: CT ZIP: 06880 SC 13G 1 d663533dsc13g.htm SC 13G SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(AMENDMENT NO. )*

Fox Factory Holding Corp.

(Name of issuer)

COMMON STOCK, $0.001 par value per share

(Title of class of securities)

35138V102

(CUSIP number)

August 7, 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:

¨	Rule 13d-1(b)

¨	Rule 13d-1(c)

x	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 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).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

SEC 1745 (1-06)

Page 1 of 5 pages


CUSIP No. 35138V102		13G		Page 2 of 5 Pages


1.	Name of Reporting Person I.R.S. Identification Nos. of above persons (entities only). Compass Group Diversified Holdings LLC 20-3812051
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.	SEC Use Only
4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 19,575,287 (1)
		6.	Shared Voting Power 0
		7.	Sole Dispositive Power 19,575,287 (1)
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 19,575,287
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) N/A
11.	Percent of Class Represented by Amount in Row (9) 53.9% (2)
12.	Type of Reporting Person (See Instructions) OO

(1)	Compass Diversified Holdings, a Delaware statutory trust, is a parent of Compass Group Diversified Holdings LLC. All shares of the common stock of the Issuer disclosed on rows 5 and 7 hereto are beneficially owned by Compass Diversified Holdings.

(2)	Based upon 36,317,087 shares of Issuer common stock issued and outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 6, 2013.


CUSIP No. 35138V102		13G		Page 3 of 5 Pages


Item 1	(a)	Name of Issuer:
		Fox Factory Holding Corp.

	(b)	Address Of Issuer’s Principal Executive Offices:
		915 Disc Drive, Scotts Valley, CA 95066

Item 2	(a)	Name of Person Filing:
		Compass Group Diversified Holdings LLC

	(b)	Address of Principal Business Office, or, if none, Residence:
		61 Wilton Road, Second Floor, Westport, CT 06880

	(c)	Citizenship:
		Delaware

	(d)	Title of Class of Securities:
		Common Stock, $0.001 par value per share

	(e)	Cusip Number:
		35138V102

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 (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)(ii)(F).

	(g)	¨ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

	(h)	¨ A savings association 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)	¨ Group in accordance with §240.13d-1(b)(ii)(J).


CUSIP No. 35138V102		13G		Page 4 of 5 Pages


Item 4		Ownership

These responses are as of January 24, 2014. Reporting Person owned over 5% of a class of the Issuer’s equity securities before the Issuer registered such securities under Section 12(g) of the Exchange Act. On August 7, 2013, the Issuer’s S-1 Registration Statement for its initial public offering (“IPO”) was declared effective. The percentage ownership for the Reporting Person is based on 36,317,087 shares of Issuer common stock issued and outstanding as of November 6, 2013 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 6, 2013.


(a)		Amount beneficially owned:
		19,575,287

(b)		Percent of class:
		53.9%.

(c)		Number of shares as to which the person has:


(i)		Sole power to vote or to direct the vote
		19,575,287

(ii)		Shared power to vote or to direct the vote
		0

(iii)		Sole power to dispose or to direct the disposition of
		19,575,287

(iv)		Shared power to dispose or to direct the disposition of
		0


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

		Not applicable.

Item 7		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

		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

		Not applicable.


CUSIP No. 35138V102		13G		Page 5 of 5 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set for in this statement is true, complete and correct.

Date: January 24, 2014