0001144204-11-050214.txt : 20110829 0001144204-11-050214.hdr.sgml : 20110829 20110829113959 ACCESSION NUMBER: 0001144204-11-050214 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110829 DATE AS OF CHANGE: 20110829 GROUP MEMBERS: DUKE ENDOWMENT GROUP MEMBERS: DUKE UNIVERSITY HEALTH SYSTEM, INC. GROUP MEMBERS: DUMAC, LLC GROUP MEMBERS: EMPLOYEES' RETIREMENT PLAN OF DUKE UNIVERSITY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FEMALE HEALTH CO CENTRAL INDEX KEY: 0000863894 STANDARD INDUSTRIAL CLASSIFICATION: FABRICATED RUBBER PRODUCTS, NEC [3060] IRS NUMBER: 391144397 STATE OF INCORPORATION: WI FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-41498 FILM NUMBER: 111061937 BUSINESS ADDRESS: STREET 1: 515 NORTH STATE STREET STREET 2: STE 2225 CITY: CHICAGO STATE: IL ZIP: 60610 BUSINESS PHONE: 3125959123 MAIL ADDRESS: STREET 1: 515 NORTH STATE STREET STREET 2: SUITE 2225 CITY: CHICAGO STATE: IL ZIP: 60610 FORMER COMPANY: FORMER CONFORMED NAME: WISCONSIN PHARMACAL COMPANY INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Duke University CENTRAL INDEX KEY: 0001439873 IRS NUMBER: 560532129 STATE OF INCORPORATION: NC FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: DUKE UNIVERSITY CITY: DURHAM STATE: NC ZIP: 27708 BUSINESS PHONE: (919) 668-9995 MAIL ADDRESS: STREET 1: C/O DUMAC, LLC, 406 BLACKWELL STREET STREET 2: SUITE 300 CITY: DURHAM STATE: NC ZIP: 27701 SC 13G 1 v233629_sc13g.htm SCHEDULE 13G Unassociated Document
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________

SCHEDULE 13G
Under the Securities Exchange Act of 1934


Female Health Company
(Name of Issuer)
 
Common Stock, $.01 par value
 (Title of Class of Securities)
 
314462102
(CUSIP Number)
 
June 27, 2011
(Date of Event Which Requires Filing of this Statement)

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

 
o
Rule 13d-1(b)

 
x
Rule 13d-1(c)

 
o
Rule 13d-1(d)

 
Page 1 of 13
 
 
 
CUSIP No.  314462102
 
13G
  
     
1
NAMES OF REPORTING PERSONS
  
     
 
Duke University
  
     
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
  
     
 
56-0532129
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  
   
(a) o
   
(b) x
3
SEC USE ONLY
  
     
     
4
CITIZENSHIP OR PLACE OF ORGANIZATION
  
     
 
North Carolina
  
 
5
SOLE VOTING POWER
     
   
664,683
NUMBER OF
6
SHARED VOTING POWER
SHARES
    
BENEFICIALLY
  
743,546
OWNED BY
7
SOLE DISPOSITIVE POWER
EACH REPORTING
   
PERSON WITH
  
664,683
 
8
SHARED DISPOSITIVE POWER
     
   
743,546
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
     
 
1,408,229
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
  
     
   
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
  
     
 
5.1%
  
12
TYPE OF REPORTING PERSON
  
     
 
OO
  
 
 
Page 2 of 13
 
 
 
CUSIP No.  314462102
 
13G
  
     
1
NAMES OF REPORTING PERSONS
  
     
 
The Duke Endowment
  
     
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
  
     
 
56-0529965
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  
   
(a) o
   
(b) x
3
SEC USE ONLY
  
     
     
4
CITIZENSHIP OR PLACE OF ORGANIZATION
  
     
 
North Carolina
  
 
5
SOLE VOTING POWER
     
   
370,148
NUMBER OF
6
SHARED VOTING POWER
SHARES
    
BENEFICIALLY
   0
OWNED BY
7
SOLE DISPOSITIVE POWER
EACH REPORTING
   
PERSON WITH
  
370,148
 
8
SHARED DISPOSITIVE POWER
     
    0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
     
 
370,148
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
  
     
   
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
  
     
 
1.3%
  
12
TYPE OF REPORTING PERSON
  
     
 
OO
  
 
 
Page 3 of 13
 
 
 
CUSIP No.  314462102
 
13G
  
     
1
NAMES OF REPORTING PERSONS
  
     
 
Employees’ Retirement Plan of Duke University
  
     
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
  
     
 
58-2255087
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  
   
(a) o
   
(b) x
3
SEC USE ONLY
  
     
     
4
CITIZENSHIP OR PLACE OF ORGANIZATION
  
     
 
North Carolina
  
 
5
SOLE VOTING POWER
     
   
177,074
NUMBER OF
6
SHARED VOTING POWER
SHARES
    
BENEFICIALLY
   0
OWNED BY
7
SOLE DISPOSITIVE POWER
EACH REPORTING
   
PERSON WITH
  
177,074
 
8
SHARED DISPOSITIVE POWER
     
    0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
     
 
177,074
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
  
     
   
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
  
     
 
0.6%
  
12
TYPE OF REPORTING PERSON
  
     
 
EP
  
 
 
Page 4 of 13
 
 
 
CUSIP No.  314462102
 
13G
  
     
1
NAMES OF REPORTING PERSONS
  
     
 
Duke University Health System, Inc.
  
     
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
  
     
 
56-2070036
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  
   
(a) o
   
(b) x
3
SEC USE ONLY
  
     
     
4
CITIZENSHIP OR PLACE OF ORGANIZATION
  
     
 
North Carolina
  
 
5
SOLE VOTING POWER
     
   
196,324
NUMBER OF
6
SHARED VOTING POWER
SHARES
    
BENEFICIALLY
   0
OWNED BY
7
SOLE DISPOSITIVE POWER
EACH REPORTING
   
PERSON WITH
  
196,324
 
8
SHARED DISPOSITIVE POWER
     
    0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
     
 
196,324
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
  
     
   
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
  
     
 
0.7%
  
12
TYPE OF REPORTING PERSON
  
     
 
OO
  
 
 
Page 5 of 13
 
 
 
CUSIP No.  314462102
 
13G
  
     
1
NAMES OF REPORTING PERSONS
  
     
 
DUMAC, LLC
  
     
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
  
     
 
65-1319939
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  
   
(a) o
   
(b) x
3
SEC USE ONLY
  
     
     
4
CITIZENSHIP OR PLACE OF ORGANIZATION
  
     
 
North Carolina
  
 
5
SOLE VOTING POWER
     
   
0
NUMBER OF
6
SHARED VOTING POWER
SHARES
    
BENEFICIALLY
  
1,408,229
OWNED BY
7
SOLE DISPOSITIVE POWER
EACH REPORTING
   
PERSON WITH
  
0
 
8
SHARED DISPOSITIVE POWER
     
   
1,408,229
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
     
 
1,408,229
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
  
     
   
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
  
     
 
5.1%
  
12
TYPE OF REPORTING PERSON
  
     
 
IA
  
 
 
Page 6 of 13
 
 
DUMAC, LLC (“DUMAC”), Duke University, The Duke Endowment and the Employees’ Retirement Plan of Duke University (collectively, the “Reporting Persons”) are filing this Statement of Beneficial Ownership on Schedule 13G to report the shares of Common Stock, par value $.01 per share  (the “Common Stock”) of Female Health Company, a Wisconsin corporation (“FHC”) over which they could acquire beneficial ownership if they were to terminate their investment management agreement with Bares Capital Management, Inc.

DUMAC is a North Carolina limited liability company formed by Duke University that is majority owned by Duke University and that provides investment management services to Duke University, the Employees’ Retirement Plan of Duke University, Duke University Health System, Inc. and the Duke Endowment.

Item 1(a).
Name of Issuer:

Female Health Company

Item 1(b).
Address of Issuer’s Principal Executive Offices:

515 N. State Street, Suite 2225
Chicago, IL  60654

Item 2(b).
Name of Person Filing:

Duke University
The Duke Endowment
Employees’ Retirement Plan of Duke University
Duke University Health System, Inc.
DUMAC, LLC

Item 2(b).
Address of Principal Business Office:

Duke University
c/o DUMAC, LLC
406 Blackwell Street, Suite 300
Durham, NC  27701

The Duke Endowment
c/o DUMAC, LLC
406 Blackwell Street, Suite 300
Durham, NC  27701

Employees’ Retirement Plan of Duke University
c/o DUMAC, LLC
406 Blackwell Street, Suite 300
Durham, NC  27701

Duke University Health System, Inc.
c/o DUMAC, LLC
406 Blackwell Street, Suite 300
Durham, NC  27701

DUMAC, LLC
406 Blackwell Street, Suite 300
Durham, NC  27701
 
 
Page 7 of 13
 
 
Item 2(c).
Citizenship:

Duke University
North Carolina

The Duke Endowment
North Carolina

Employees’ Retirement Plan of Duke University
North Carolina

Duke University Health System, Inc.
North Carolina

DUMAC, LLC
North Carolina

Item 2(d).
Title of Class of Securities

Common Stock, $.01 par value

Item 2(e).
CUSIP Number:

314462102

Item 3.  
If this statement is filed pursuant to rule 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.

 
(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 240.13d-1(b)(1)(ii)(E).

 
(f)
___
An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(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.

 
(j)
___
Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
 
 
Page 8 of 13
 
 
Item 4.
Ownership

As of the date of this filing, Duke University beneficially owns 1,408,229 shares of Common Stock, which constitutes approximately 5.1% of FHC’s outstanding Common Stock as reported in its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011 filed on August 5, 2011.  Of the above 1,408,299 shares of Common Stock, Duke University has sole voting and dispositive power over 664,683 shares of Common Stock and shared dispositive power over 743,546 shares of Common Stock.

The Duke Endowment beneficially owns, and has sole voting and dispositive power over, 370,148 shares of Common Stock, which constitutes approximately 1.3% of FHC’s outstanding Common Stock.  The Employees’ Retirement Plan of Duke University beneficially owns, and has sole voting and dispositive power over, 177,074 shares of Common Stock of FHC, which constitutes approximately 0.6% of FHC’s outstanding Common Stock.  Duke University Health System, Inc. beneficially owns, and has sole voting and dispositive power over, 196,324 shares of Common Stock, which constitutes approximately 0.71% of FHC’s outstanding Common Stock.  None of The Duke Endowment, Employees’ Retirement Plan of Duke University or Duke University Health System, Inc. has shared voting and dispositive power over any shares of Common Stock.

This Schedule 13G has been filed for informational purposes to reflect that DUMAC makes investment decisions for each of Duke University, The Duke Endowment, Duke University Health System, Inc., and the Employees’ Retirement Plan of Duke University.  Beneficial ownership of FHC’s shares beneficially owned by Duke University, the Employees’ Retirement Plan of Duke University, Duke University Health System, Inc., the Duke Endowment is also reflected in Schedule 13G, as amended, filed by Bares Capital Management, Inc.  The Reporting Persons disclaim beneficial ownership over the shares of Common Stock reported above.
 
 
Item 5.
Ownership of Five Percent or Less of 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 5 percent of the class of securities, check the following o.

Item 6.
Ownership of More Than 5 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

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were 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.
 
 
Page 9 of 13
 
 
Exhibits
Exhibit 99-1

Joint Filing Agreement, dated August 26, 2011, by and among DUMAC, The Duke Endowment, Employees’ Retirement Plan of Duke University, Duke University Health System, Inc. and Duke University.
 
[Signature Page Follows]

 
Page 10 of 13
 
 
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.

DATED:  August 26, 2011
 
 
Duke University
  
       
 
By:
/s/ Bart J. Brunk  
    Name:  Bart J. Brunk  
    Title:    Controller  
   
DUMAC, LLC
  

 
 
The Duke Endowment
  
       
 
By:
/s/ Bart J. Brunk  
    Name:  Bart J. Brunk  
    Title:    Controller  
   
DUMAC, LLC
  

 
Employees’ Retirement Plan of Duke University
  
       
 
By:
/s/ Bart J. Brunk  
    Name:  Bart J. Brunk  
    Title:    Controller  
   
DUMAC, LLC
  

 
 
Duke University Health System, Inc.
  
       
 
By:
/s/ Bart J. Brunk  
    Name:  Bart J. Brunk  
    Title:    Controller  
   
DUMAC, LLC
  
 
 
DUMAC, LLC
  
       
 
By:
/s/ Bart J. Brunk  
    Name:  Bart J. Brunk  
    Title:    Controller  
   
DUMAC, LLC
  
 
 
Page 11 of 13
 
EX-99.1 2 v233629_ex99-1.htm EXHIBIT 99.1 Unassociated Document
 
EXHIBIT 99.1

JOINT FILING AGREEMENT

                In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Shares of Common Stock, $.01 par value per share, of Female Health Company, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

                The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

                This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

[Signature Page Follows]
 
 
 
 
 
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of August 26, 2011.

 
 
Duke University
  
       
 
By:
/s/ Bart J. Brunk  
    Name:  Bart J. Brunk  
    Title:    Controller  
   
DUMAC, LLC
  

 
 
The Duke Endowment
  
       
 
By:
/s/ Bart J. Brunk  
    Name:  Bart J. Brunk  
    Title:    Controller  
   
DUMAC, LLC
  

 
Employees’ Retirement Plan of Duke University
  
       
 
By:
/s/ Bart J. Brunk  
    Name:  Bart J. Brunk  
    Title:    Controller  
   
DUMAC, LLC
  

 
 
Duke University Health System, Inc.
  
       
 
By:
/s/ Bart J. Brunk  
    Name:  Bart J. Brunk  
    Title:    Controller  
   
DUMAC, LLC
  
 
 
DUMAC, LLC
  
       
 
By:
/s/ Bart J. Brunk  
    Name:  Bart J. Brunk  
    Title:    Controller  
   
DUMAC, LLC