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Liberty Global plc
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(Name of Issuer)
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Class A LiLAC Ordinary Shares
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(Title of Class of Securities)
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G5480U138
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(CUSIP Number)
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December 31, 2015
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(Date of Event Which Requires Filing of this Statement)
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☐ Rule 13d-1(b)
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☒ Rule 13d-1(c)
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☐ Rule 13d-1(d)
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CUSIP No. G5480U138
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SCHEDULE 13G |
Page 2 of 7
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
New Mountain Vantage Advisers, L.L.C.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
674,974
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
674,974
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
674,974
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o |
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.34%
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12
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TYPE OF REPORTING PERSON
IA
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CUSIP No. G5480U138
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SCHEDULE 13G |
Page 3 of 7
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Steven B. Klinsky
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
674,974
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
674,974
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
674,974
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o |
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.34%
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12
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TYPE OF REPORTING PERSON
IN
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CUSIP No. G5480U138
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SCHEDULE 13G |
Page 4 of 7
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Item 1.
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(a).
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Name of Issuer:
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Liberty Global plc
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(b).
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Address of issuer's principal executive offices:
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38 Hans Crescent
London, United Kingdom SW1X 0LZ
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Item 2.
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(a).
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Name of person filing:
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This Schedule 13G (this “Statement”) is being filed by the following persons (the “Reporting Persons”):
New Mountain Vantage Advisers, L.L.C., a Delaware limited liability company, which serves as investment adviser to certain private funds and investment entities. New Mountain Capital Group, L.L.C., a Delaware limited liability company, is the managing member of New Mountain Vantage Advisers, L.L.C. Steven B. Klinsky is the managing member of New Mountain Capital Group, L.L.C., and the Chief Executive Officer of New Mountain Vantage Advisers, L.L.C.
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(b).
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Address or principal business office or, if none, residence:
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787 Seventh Avenue, 49th Floor
New York, NY 10019
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(c).
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Citizenship:
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The citizenship of each Reporting Person is set out in Item 4 of its cover page.
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(d).
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Title of class of securities:
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LiLAC Class A Ordinary Shares
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(e).
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CUSIP No.:
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G5480U138
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CUSIP No. G5480U138
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SCHEDULE 13G |
Page 5 of 7
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Item 3.
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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:
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(a)
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[_]
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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[_]
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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[_]
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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[_]
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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[_]
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An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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(f)
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[_]
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An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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(g)
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[_]
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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[_]
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);
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(i)
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[_]
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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);
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(j)
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[_]
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A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
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(k)
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[_]
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Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:
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Item 4.
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Ownership.
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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(a)
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Amount beneficially owned: 674,974
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(b)
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Percent of class: 5.34%
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(c)
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Number of shares as to which the person has:
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(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 674,974
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 674,974
As of October 9, 2015, the date of the event which required the filing of this Schedule 13G (the “Event Date”), certain fund accounts (collectively, the “Funds”) advised by New Mountain Vantage Advisers, L.L.C., a Delaware limited liability company and Steven B. Klinsky (the “Reporting Persons”), held an aggregate of 679,904 LiLAC Class A Ordinary Shares (the “LiLAC Class A Shares”) representing beneficial interests in Liberty Global plc (the “Company”). The Reporting Persons share the power to vote and the power to direct the disposition of the LiLAC Class A Shares held by the Funds. Based on the Company’s latest quarterly report on Form 10-Q filed with the U.S. Securities and Exchange Commission on November 5, 2015, as of October 30, 2015, there were 12,630,532 LiLAC Class A Shares issued and outstanding. Subsequent to the Event Date and prior to the date of the filing of this Schedule 13G (the “Reporting Date”), the Funds acquired additional LiLAC Class A Shares. Accordingly, as of the Reporting Date, for the purpose of Rule 13d-3 under the Securities and Exchange Act of 1934, as amended, the Reporting Persons are deemed to beneficially own 674,974 LiLAC Class A Shares, or 5.34% of the LiLAC Class A Shares deemed issued and outstanding.
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CUSIP No. G5480U138
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SCHEDULE 13G |
Page 6 of 7
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Item 5.
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Ownership of Five Percent or Less of a Class.
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Not Applicable.
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Item 6.
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Ownership of More Than Five Percent on Behalf of Another Person.
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Not Applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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Not Applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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Not Applicable.
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Item 9.
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Notice of Dissolution of Group.
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Not Applicable.
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Item 10.
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Certification.
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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.
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CUSIP No. G5480U138
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SCHEDULE 13G |
Page 7 of 7
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NEW MOUNTAIN VANTAGE ADVISERS, L.L.C.
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By:
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/s/ Douglas Chiciak
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Name: Douglas Chiciak
Title: Authorized Signatory
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Steven B. Klinsky
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By:
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/s/ Steven B. Klinsky
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Steven B. Klinsky
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