0001567619-19-017897.txt : 20190904 0001567619-19-017897.hdr.sgml : 20190904 20190904175145 ACCESSION NUMBER: 0001567619-19-017897 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190901 FILED AS OF DATE: 20190904 DATE AS OF CHANGE: 20190904 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: First Eagle Investment Management, LLC CENTRAL INDEX KEY: 0001325447 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-29440 FILM NUMBER: 191075663 BUSINESS ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 BUSINESS PHONE: 212-698-3300 MAIL ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 FORMER NAME: FORMER CONFORMED NAME: Arnhold & S. Bleichroeder Advisers, LLC DATE OF NAME CHANGE: 20050429 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: First Eagle Holdings, Inc. CENTRAL INDEX KEY: 0001637141 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-29440 FILM NUMBER: 191075664 BUSINESS ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 BUSINESS PHONE: 212-698-3300 MAIL ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 FORMER NAME: FORMER CONFORMED NAME: Arnhold & S. Bleichroeder Holdings, Inc. DATE OF NAME CHANGE: 20150319 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Identiv, Inc. CENTRAL INDEX KEY: 0001036044 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 770444317 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2201 WALNUT AVENUE STREET 2: SUITE 100 CITY: FREMONT STATE: CA ZIP: 94538 BUSINESS PHONE: 949-250-8888 MAIL ADDRESS: STREET 1: 2201 WALNUT AVENUE STREET 2: SUITE 100 CITY: FREMONT STATE: CA ZIP: 94538 FORMER COMPANY: FORMER CONFORMED NAME: IDENTIVE GROUP, INC. DATE OF NAME CHANGE: 20100616 FORMER COMPANY: FORMER CONFORMED NAME: SCM MICROSYSTEMS INC DATE OF NAME CHANGE: 19970319 4 1 doc1.xml FORM 4 X0306 4 2019-09-01 1 0001036044 Identiv, Inc. INVE 0001325447 First Eagle Investment Management, LLC 1345 AVENUE OF THE AMERICAS 48TH FLOOR NEW YORK NY 10105 0 0 1 0 0001637141 First Eagle Holdings, Inc. 1345 AVENUE OF THE AMERICAS 48TH FLOOR NEW YORK NY 10105 0 0 1 0 Common Stock 2019-09-01 4 J 0 1853004 0 D 0 I See Footnote Series B Non-Voting Convertible Preferred Stock, $0.001 par 4.00 2019-09-01 4 J 0 3000000 0 D 2019-09-01 Common Stock 3000000 0 D Series B Non-Voting Convertible Preferred Stock, $0.001 par 4.00 2019-09-01 4 J 0 2000000 0 D 2019-09-01 Common Stock 2000000 0 I See Footnote See Exhibit 99.1; Note 1. See Exhibit 99.1; Note 2. See Exhibit 99.1; Note 3. See Exhibit 99.1; Note 4. See Exhibit 99.1; Note 5. Exhibit List: Exhibit 99.1 - Explanation of Responses FIRST EAGLE HOLDINGS, INC., /s/ David O'Connor, General Counsel and Secretary 2019-09-04 FIRST EAGLE INVESTMENT MANAGEMENT, LLC, /s/ David O'Connor, Senior Vice President 2019-09-04 EX-99.1 2 f31012104b.htm EXPLANATION OF RESPONSES
Designated Filer:
First Eagle Investment Management, LLC
Issuer & Ticker Symbol:
Identiv, Inc. [INVE]
Date of Event Requiring Statement:
September 1, 2019
Explanation of Responses:
(1) This Form 4 is filed by First Eagle Investment Management, LLC ("FEIM") and First Eagle Holdings, Inc. ("FEHI" and, together with FEIM, the "Entities"). The Entities disclaim status as a "group" for purposes of this Form 4.
(2) On September 1, 2019, the family office personnel of FEIM, including Messrs. Michael M. Kellen and Andrew Gundlach, separated their investment management business from that of FEIM, transferring their family’s advisory client accounts, including the securities of the Company which were formerly controlled by FEIM, to the newly formed U.S. registered advisory firm named Bleichroeder LP. Accordingly, as of September 1, 2019, (i) none of the Entities nor any Entity account maintains any discretionary or proxy voting authority or pecuniary interest with respect to, any securities of the Company and (ii) no Entity could be deemed to beneficially own any securities of the Company.
(3) The shares of Common Stock, par value $0.001 (“Common Stock”), and the shares of Series B Non-Voting Convertible Preferred Stock, $0.001 par value per share (“Series B Preferred Stock”) of Identiv, Inc. (the “Company”) reported herein were indirectly beneficially owned by FEHI, a Delaware corporation, and FEIM, a Delaware limited liability company and an investment adviser registered under the Investment Advisers Act of 1940. FEIM (i) was the registered investment adviser to 21 April Fund, Ltd. (“April Ltd.”) and (ii) is a subsidiary of FEHI. FEHI disclaimed Section 16 beneficial ownership of these shares except to the extent, if any, of its pecuniary interest therein, and this report shall not be deemed an admission that FEHI is the Section 16 beneficial owner of any such securities.
(4) Each share of Series B Preferred Stock of the Company is convertible into such number of shares of Common Stock as is equal to the accreted value of such share of Series B Preferred Stock divided by a conversion price equal to $4.00 as of May 30, 2018, subject to adjustment pursuant to the terms of the certificate of designation setting forth the designations, preferences, limitations and relative rights of the Series B Preferred Stock.  Each share of Series B Preferred Stock is convertible at the option of the holder thereof into the Common Stock: (i) following the sixth (6th) anniversary of the initial closing of the sale of the Series B Preferred Stock; or (ii) if earlier, during the thirty (30) day period following the last trading day of any period of three (3) or more consecutive trading days that the closing market price of the Common Stock exceeds $10.00. Unless converted pursuant to their terms, the Series B Preferred Stock do not expire.
(5) These shares of Series B Preferred Stock were indirectly owned by FEIM, as registered investment adviser to certain accounts, and FEHI. FEIM and FEHI disclaimed beneficial ownership of these securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that FEIM and FEHI are the beneficial owners of the securities for purposes of Section 16 or for any other purpose.