0001072613-17-000177.txt : 20170302 0001072613-17-000177.hdr.sgml : 20170302 20170302160142 ACCESSION NUMBER: 0001072613-17-000177 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170302 DATE AS OF CHANGE: 20170302 GROUP MEMBERS: CITY OF LONDON INVESTMENT MANAGEMENT CO LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: JPMORGAN CHINA REGION FUND, INC. CENTRAL INDEX KEY: 0000888137 IRS NUMBER: 223178023 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49095 FILM NUMBER: 17658671 BUSINESS ADDRESS: STREET 1: 100 E PRATT ST CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4106256640 MAIL ADDRESS: STREET 1: C/O JPMORGAN CHASE BANK, N.A. STREET 2: 4 NEW YORK PLAZA CITY: NEW YORK STATE: NY ZIP: 10004 FORMER COMPANY: FORMER CONFORMED NAME: JFMORGAN CHINA REGION FUND INC DATE OF NAME CHANGE: 20140115 FORMER COMPANY: FORMER CONFORMED NAME: JF CHINA REGION FUND INC DATE OF NAME CHANGE: 20031016 FORMER COMPANY: FORMER CONFORMED NAME: JARDINE FLEMING CHINA REGION FUND INC DATE OF NAME CHANGE: 19920929 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CITY OF LONDON INVESTMENT GROUP PLC CENTRAL INDEX KEY: 0001018138 IRS NUMBER: 000000000 FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 77 GRACECHURCH STREET CITY: LONDON STATE: X0 ZIP: EC3V0AS BUSINESS PHONE: 011441717110771 MAIL ADDRESS: STREET 1: 77 GRACECHURCH STREET STREET 2: LONDON ENLAND EC3V0AS CITY: LONDON STATE: X0 ZIP: EC3V0AS FORMER COMPANY: FORMER CONFORMED NAME: OLLIFF & PARTNERS PLC DATE OF NAME CHANGE: 19960705 SC 13D/A 1 china13da8_17993.htm SCHEDULE 13D/A - AMEND. NO. 8 koreaequity13d_17921.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)
(Amendment No. 8)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
 


JPMorgan China Region Fund, Inc.
(Name of Issuer)
 

Common Stock, par value $.01 per share
(Title of Class of Securities)
 
 
48126T104
(CUSIP Number)

 
Barry Olliff
c/o City of London Investment Management Company Limited
77 Gracechurch Street, London, UK EC3V 0AS
+44 207 711 0771
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
 
March 2, 2017
(Date of Event Which Requires Filing of This Statement)
 

 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), (f) or (g), check the following box ☐.

*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 on 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 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
 
 
 
1
NAMES OF REPORTING PERSONS
 
 
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
 
 
City of London Investment Group PLC, (CLIG) a company incorporated under the laws of England and Wales.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS*
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
England and Wales
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
2,238,254
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
2,238,254
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,238,254
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
34.7%
 
 
 
 
14
TYPE OF REPORTING PERSON*
 
 
HC
 
 
 
 
 
 
 
1
NAMES OF REPORTING PERSONS
 
 
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
 
 
City of London Investment Management Company Limited (CLIM), a company incorporated under the laws of England and Wales.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS*
 
 
WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
England and Wales
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
2,238,254
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
2,238,254
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,238,254
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
34.7%
 
 
 
 
14
TYPE OF REPORTING PERSON*
 
 
IA
 
 
 
 
 
 
Item 1(a).            Name of Issuer:

JPMorgan China Region Fund, Inc.

 
Item 1(b).            Address of Issuer’s Principal Executive Offices:
 
The principal executive offices of the Fund are located at:

JPMorgan China Region Fund, Inc.
c/o J.P. Morgan Chase Bank, N.A.
1 Beacon Street, 18th Floor
Boston, MA 02108
 
 
Item 2.                 Identity and Background.
 
(a).  This statement is being filed by City of London Investment Group PLC ("CLIG") and City of London Investment Management Company Limited ("CLIM," and together with CLIG, the "Reporting Persons").

(b).  The business address and principal executive offices of CLIG are 77 Gracechurch Street London, EC3V 0AS England.  The directors and executive officers of CLIG, their business addresses and present principal occupation or employment are set forth on Annex A attached to this Schedule 13D.  The business address and principal executive offices of CLIM are 77 Gracechurch Street London, EC3V 0AS England.  The directors and executive officers of CLIM, their business addresses and present principal occupation or employment are set forth on Annex A attached.

(c).  CLIM is primarily an emerging markets fund manager, which specializes in investing in closed-end investment companies and is a registered investment adviser under Section 203 of the Investment Advisers Act of 1940.  CLIM is controlled by CLIG.  CLIM is principally engaged in the business of providing investment advisory services to various public and private investment funds, including Emerging (BMI) Markets Country Fund ("BMI"), a private investment fund organized as a Delaware business trust, Emerging Markets Free Fund ("CF"), a private investment fund organized as a Delaware business trust, Emerging Markets Global Fund ("CG"), a private investment fund organized as a Delaware business trust, Emerging Markets Investable Fund ("CI"), a private investment fund organized as a Delaware business trust, Global Emerging Markets Fund ("EUREKA"), a private investment fund organized as a Delaware business trust, The Emerging World Fund ("EWF"), a Dublin, Ireland-listed open-ended investment company, Emerging Free Markets Country Fund ("FREE"), a private investment fund organized as a Delaware business trust, Emerging Markets Country Fund ("GBL"), a private investment fund organized as a Delaware business trust, The EM Plus CEF Fund ("PLUS"), a private investment fund organized as a Delaware business trust, and unaffiliated third-party segregated accounts over which CLIM exercises discretionary voting and investment authority (the "Segregated Accounts").

The Shares to which this Schedule 13D relates are owned directly by the City of London Funds and the Segregated Accounts, collectively "the Funds".

(d).  None of the Reporting Persons has, during the last five years, been convicted in any criminal proceeding.

(e).  None of the Reporting Persons has, during the last five years, been a party to any civil proceeding commenced before a judicial or administrative body of competent jurisdiction as a result of which it or he was or is now subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f).  City of London Investment Group PLC, (CLIG) and City of London Investment Management Company Limited (CLIM) are companies incorporated under the laws of England and Wales.
 
 
 
 
Item 3.                 Source and Amount of Funds or Other Considerations.

Beneficial ownership of the Shares to which this statement relates was acquired by the Reporting Persons with invested capital of the City of London Funds and the Segregated Accounts. The aggregate purchase price of the 2,238,254 Shares beneficially owned by the Reporting Persons was $31,561,829, inclusive of brokerage commissions.
The aggregate purchase price of the 193,059 Shares owned directly by BMI was $2,649,068, inclusive of brokerage commissions.
The aggregate purchase price of the 66,214 Shares owned directly by CF was $1,042,503, inclusive of brokerage commissions.
The aggregate purchase price of the 181,317 Shares owned directly by CG was $2,819,797, inclusive of brokerage commissions.
The aggregate purchase price of the 100,099 Shares owned directly by CI was $1,625,538, inclusive of brokerage commissions.
The aggregate purchase price of the 159,828 Shares owned directly by EUREKA was $2,483,056, inclusive of brokerage commissions.
The aggregate purchase price of the 112,059 Shares owned directly by EWF was $1,556,795, inclusive of brokerage commissions.
The aggregate purchase price of the 137,934 Shares owned directly by FREE was $1,661,978, inclusive of brokerage commissions.
The aggregate purchase price of the 145,325 Shares owned directly by GBL was $1,923,548, inclusive of brokerage commissions.
The aggregate purchase price of the 45,467 Shares owned directly by PLUS was $593,275, inclusive of brokerage commissions.
The aggregate purchase price of the 1,096,052 Shares owned directly by the Segregated Accounts was $15,206,271, inclusive of brokerage commissions.
 
 
Item 4.                 Purpose of Transaction.

In a letter dated December 5, 2016, the Reporting Persons submitted a stockholder proposal for inclusion in the proxy statement for the JPMorgan China Region Fund, Inc. (the "Fund") to be circulated to stockholders in advance of the Fund's 2017 Annual Meeting.  In light of the Fund's announcement on February 16, 2017, that the Board of Directors of the Fund has determined to submit a proposal to liquidate the Fund to a vote of all stockholders at the Fund's next Annual Meeting of Stockholders, which is scheduled to be held on May 11, 2017, the Reporting Persons have withdrawn the stockholder proposal submitted on December 5, 2016.
 
 
Item 5.                 Interests in Securities of the Issuer.

(a)  
and (b).  As of the date hereof, CLIG, through its control of CLIM, and CLIM, in its capacity as investment adviser to the City of London Funds and the Segregated Accounts, have voting and dispositive power with respect to all 2,238,254 Shares owned directly by the City of London Funds and the Segregated Accounts, representing approximately 34.7% of the 6.448 million Shares outstanding as of March 2, 2017, as last reported by the Fund. As of the date hereof, BMI, CF, CG, CI, EUREKA, EWF, FREE, GBL, PLUS, and the Segregated Accounts owned directly 193,059; 66,214; 181,317; 100,999, 159,828; 112,059; 137,934; 145,325; 45,467; and 1,096,052 Shares, respectively, representing approximately 3.0%, 1.0%, 2.8%; 1.6%, 2.5%, 1.7%, 2.1%, 2.3%, 0.7%, and 17.0% respectively, of the 6.448 million Shares outstanding as of March 2, 2017.

(c).  
Information with respect to all transactions in the Shares beneficially owned by the Reporting Persons that were effected during the past 60 days is set forth below:
 
 
 
Portfolio
Tran Type
Trade Date
Par Values/Shares
Trade Price
Seg Acct
SELL
03-Jan-17
17,240
16.30
Seg Acct
SELL
03-Jan-17
10,000
16.30
Seg Acct
SELL
04-Jan-17
19,400
16.24
Seg Acct
SELL
05-Jan-17
20,000
16.30
Seg Acct
SELL
05-Jan-17
20,000
16.30
Seg Acct
SELL
06-Jan-17
20,000
16.34
Seg Acct
SELL
09-Jan-17
20,000
16.40
Seg Acct
SELL
09-Jan-17
15,000
16.40
Seg Acct
SELL
10-Jan-17
     839
16.56
Seg Acct
SELL
11-Jan-17
10,000
16.63
Seg Acct
SELL
13-Jan-17
10,000
16.61
Seg Acct
SELL
13-Jan-17
10,000
16.61
Seg Acct
SELL
13-Jan-17
10,000
16.61
INV
SELL
18-Jan-17
10,600
16.69
Seg Acct
SELL
19-Jan-17
19,991
16.65
INV
SELL
19-Jan-17
15,000
16.65
Seg Acct
SELL
19-Jan-17
10,000
16.65
EWF
SELL
20-Jan-17
  5,400
16.65
Seg Acct
SELL
24-Jan-17
  2,904
16.86
Seg Acct
SELL
25-Jan-17
14,309
16.95
Seg Acct
SELL
26-Jan-17
22,900
17.07
INV
SELL
30-Jan-17
  8,800
16.99
Seg Acct
SELL
01-Feb-17
10,000
16.95
EWF
SELL
01-Feb-17
  5,000
16.95
INV
SELL
01-Feb-17
10,000
16.95
Seg Acct
SELL
03-Feb-17
  9,600
17.06
Seg Acct
SELL
06-Feb-17
  7,699
17.16
Seg Acct
SELL
07-Feb-17
20,000
17.10
Seg Acct
SELL
07-Feb-17
  5,000
17.10
Seg Acct
SELL
08-Feb-17
20,322
17.20
EWF
SELL
08-Feb-17
  6,927
17.20
INV
SELL
08-Feb-17
18,751
17.20
EWF
SELL
09-Feb-17
  3,703
17.34
EWF
SELL
10-Feb-17
13,000
17.37
GBL
SELL
13-Feb-17
14,008
17.47
Seg Acct
SELL
14-Feb-17
25,000
17.40
Seg Acct
SELL
15-Feb-17
22,842
17.55
Seg Acct
SELL
17-Feb-17
12,500
17.51
Seg Acct
SELL
22-Feb-17
13,349
17.77
Seg Acct
SELL
23-Feb-17
  1,500
17.75
GBL
SELL
27-Feb-17
21,700
17.57
CI
SELL
01-Mar-17
  3,100
17.70
 
 
 
 
(d).  Other than disclosed herein, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such Shares.
 
(e).  Not applicable.
 
 
Item 6.                 Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Except as set forth in Item 4 of this Schedule 13D, none of the Reporting Persons has any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to any securities of the Fund including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of any securities of the Fund, joint ventures, loan or option arrangements, puts or calls, guaranties of profits, division of profits or losses, or the giving or withholding of proxies.
 

Item 7.                 Materials to be Filed as Exhibits

None.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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.
 

March 2, 2017

CITY OF LONDON INVESTMENT GROUP PLC


/ s / Barry Olliff                                           
Name: Barry Olliff
Title:  Director


CITY OF LONDON INVESTMENT
MANAGEMENT COMPANY LIMITED


/ s / Barry Olliff                                            
Name: Barry Olliff
Title:  Director
 
 
 
 
 
 
 
 
 
 
 
 
 
ANNEX A


DIRECTORS AND EXECUTIVE OFFICERS

The names of the directors and executive officers of CLIG and their business addresses and present principal occupation or employment are set forth below.  If no business address is given, the business address of such director or executive officer is c/o City of London Investment Group PLC, 77 Gracechurch Street, London EC3V 0AS, England.
 
David Cardale
Non-Executive Chairman
Barry Olliff
Chief Executive Officer
Allan Bufferd
Non-Executive Director
Mark Driver
Non-Executive Director
Barry Aling
Non-Executive Director
Mark Dwyer
Executive Director
Tracy Rodrigues
Executive Director
Thomas Griffith
Executive Director

 
 

 
The names of the directors and executive officers of CLIM and their business addresses and present principal occupation or employment are set forth below.  If no business address is given, the business address of such director or executive officer is c/o City of London Investment Management Limited, 77 Gracechurch Street, London EC3V 0AS, England.
 
David Cardale
Non-Executive Chairman
Barry Olliff
Chief Executive Officer / Chief Investment Officer
Tracy Rodrigues
Finance Director
Thomas Griffith
Director
Mark Dwyer
Director