| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
BrightSphere Investment Group plc [ BSIG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/19/2018 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Ordinary Shares, par value $0.001 per share | 11/19/2018 | S | 4,598,566(1) | D | $12.8 | 22,776,663 | D(2) | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. The ordinary shares of BrightSphere Investment Group plc (the "Issuer"), par value $0.001 per share (the "Ordinary Shares"), were sold to Paulson & Co., Inc. ("Paulson") pursuant to a share purchase agreement, dated as of November 16, 2018. |
| 2. The Ordinary Shares reported herein are directly owned by HNA Eagle Holdco LLC ("HNA Eagle") and indirectly owned by HNA Group Co., Ltd. ("HNA Group"), HNA Capital Group Co., Ltd. ("HNA Parent"), HNA Capital (Hong Kong) Holding Co., Ltd. ("HNA HK"), Aleron Investments, Ltd. ("Aleron") and HNA Capital (U.S.) Holding LLC ("HNA Capital", together with HNA Eagle, HNA Group, HNA HK, and Aleron, the "Reporting Persons"). HNA Eagle is a direct wholly-owned subsidiary of HNA Capital. HNA Capital is a direct wholly-owned subsidiary of Aleron. Aleron is a wholly-owned subsidiary of HNA HK. HNA HK is a wholly-owned subsidiary of HNA Parent. HNA Parent is 88.5% owned by HNA Group. The Reporting Persons disclaim beneficial ownership over the Ordinary Shares reported herein except to the extent of their respective pecuniary interest therein. |
| HNA GROUP CO., LTD. By: /s/ Xiaofeng Chen, Board Director and Vice Chief Executive Officer, HNA Group Co., Ltd. | 11/21/2018 | |
| HNA CAPITAL GROUP CO., LTD. By: /s/ Chuan Jin, President, HNA Capital Group Co., Ltd.; Executive Chairman of the Board of Directors, HNA Capital Group Co., Ltd. | 11/21/2018 | |
| HNA CAPITAL (HONG KONG) HOLDING CO., LTD. By: /s/ Zhisheng Tong, Board Director, HNA Capital (Hong Kong) Holding Co., Ltd. | 11/21/2018 | |
| ALERON INVESTMENTS, LTD. By: /s/ Kai Ren, Board Director, Aleron Investments Ltd.; Chief Financial Officer, HNA Capital Group Co., Ltd. | 11/21/2018 | |
| HNA CAPITAL (U.S.) HOLDING LLC By: /s/ Enrico Marini Fichera, Chief Executive Officer, HNA Capital (U.S.) Holding LLC | 11/21/2018 | |
| HNA EAGLE HOLDCO LLC By: /s/ Enrico Marini Fichera, Chief Executive Officer, HNA Eagle Holdco LLC | 11/21/2018 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||