0001085146-16-003089.txt : 20160212 0001085146-16-003089.hdr.sgml : 20160212 20160212143434 ACCESSION NUMBER: 0001085146-16-003089 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160212 DATE AS OF CHANGE: 20160212 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FlexShares Trust CENTRAL INDEX KEY: 0001491978 IRS NUMBER: 272560399 STATE OF INCORPORATION: MD FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88385 FILM NUMBER: 161417860 BUSINESS ADDRESS: STREET 1: 50 S. LASALLE STREET CITY: CHICAGO STATE: IL ZIP: 60603 BUSINESS PHONE: (800) 595-9111 MAIL ADDRESS: STREET 1: 50 S. LASALLE STREET CITY: CHICAGO STATE: IL ZIP: 60603 FORMER COMPANY: FORMER CONFORMED NAME: NT ETF Trust DATE OF NAME CHANGE: 20100513 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: 3D ASSET MANAGEMENT, INC CENTRAL INDEX KEY: 0001359371 IRS NUMBER: 203725583 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 111 FOUNDERS PLAZA SUITE 1707 CITY: EAST HARTFORD STATE: CT ZIP: 06108 BUSINESS PHONE: 860-291-1998 MAIL ADDRESS: STREET 1: 111 FOUNDERS PLAZA SUITE 1707 CITY: EAST HARTFORD STATE: CT ZIP: 06108 FORMER COMPANY: FORMER CONFORMED NAME: 3D ASSET MANAGEMENT INC DATE OF NAME CHANGE: 20060413 SC 13G/A 1 qdefa2_21116.htm 3D ASSET MANAGEMENT INC. qdefa2_21116.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
FLEXSHARES TRUST - QUALITY DIVIDEND DEFENSIVE INDEX FUND
(Name of Issuer)
FLEXSHARES QUALITY DIVIDEND DEFENSIVE INDEX FUND
(Title of Class of Securities)
33939L845
(CUSIP Number)
February 11, 2016
(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 ("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 Instructions).
CUSIP No.: 33939L845
       
1
NAME OF REPORTING PERSON
3D ASSET MANAGEMENT, INC.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
203725583
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(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
5,500,000
6
SHARED VOTING POWER
7
SOLE DISPOSITIVE POWER
5,500,000
8
SHARED DISPOSITIVE POWER
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[   ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.3%
12
TYPE OF REPORTING PERSON
IA
CUSIP No.: 33939L845
ITEM 1(a). NAME OF ISSUER:
FLEXSHARES TRUST - QUALITY DIVIDEND DEFENSIVE INDEX FUND
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
3 Canal Plaza Suite 100
Portland, ME 04101
ITEM 2(a). NAME OF PERSON FILING:
3D ASSET MANAGEMENT, INC.
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
111 FOUNDERS PLAZA, SUITE 1707
EAST HARTFORD, CT 06108
ITEM 2(c). CITIZENSHIP:
DELAWARE
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
FLEXSHARES QUALITY DIVIDEND DEFENSIVE INDEX FUND
ITEM 2(e). CUSIP NUMBER:
33939L845
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SECTION 240.13d-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 Act (15 U.S.C. 78c);
(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 of 1940 (15 U.S.C 80a-8);
(e)
[X]		 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 associations 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)
[ ]		 A non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J);
(k)
[ ]		 Group, in accordance with 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with 240.13d1(b)(1)(ii)(J), please specify the type of institution:
ITEM 4. OWNERSHIP
(a) Amount beneficially owned:
(b) Percent of class:
12.3%
(c) Number of shares as to which the person has:
(i) sole power to vote or to direct the vote:
5,500,000
(ii) shared power to vote or to direct the vote:
(iii) sole power to dispose or direct the disposition of:
5,500,000
(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:
TOWN OF EAST HARTFORD EMPLOYEE RETIREMENT PLAN
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
ITEM 9. NOTICE OF DISSOLUTION OF GROUP:
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 held in the ordinary course of business and 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.
CUSIP No.: 33939L845
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.
February 11 2016
3D ASSET MANAGEMENT, INC.
By:
/s/ JOHN O'CONNOR
Name:
JOHN O'CONNOR
Title:
PRESIDENT
Attention — Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).