☒ |
Rule 13d-1(b)
|
☐ |
Rule 13d-1(c)
|
☐ |
Rule 13d-1(d)
|
Page 1 of 14
|
CUSIP No. 464289180
|
13G
|
Page 2 of 14
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
THE BESSEMER GROUP, INCORPORATED*
|
|
|
|||
|
|
||||
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
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
3,456,159 shares
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
3,456,159 shares
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
3,456,159 shares
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
11.76%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
HC
|
|
|
|||
|
|
*
|
The shares reported on this page are the aggregate of the shares reported on pages 3, 4, 5 and 6, as The Bessemer Group Incorporated is the parent of the other reporting persons.
|
CUSIP No. 464289180
|
13G
|
Page 3 of 14
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
BESSEMER TRUST COMPANY
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
New Jersey
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
5,945 shares
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
5,945 shares
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
5,945 shares
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
0.02%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
BK
|
|
|
|||
|
|
CUSIP No. 464289180
|
13G
|
Page 4 of 14
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
BESSEMER TRUST COMPANY OF FLORIDA
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Florida
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
106,229 shares
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
106,229 shares
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
106,229 shares
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
0.36%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
BK
|
|
|
|||
|
|
CUSIP No. 464289180
|
13G
|
Page 5 of 14
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
BESSEMER TRUST COMPANY OF DELAWARE, NATIONAL ASSOCIATION
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
USA
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
38,687 shares
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
38,687 shares
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
38,687 shares
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
0.13%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
BK
|
|
|
|||
|
|
CUSIP No. 464289180
|
13G
|
Page 6 of 14
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
BESSEMER TRUST COMPANY, NATIONAL ASSOCIATION*
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
USA
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
425,298 shares
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
2,880,000 shares
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
425,298 shares
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
2,880,000 shares
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
3,305,298 shares
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
11.24%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
BK
|
|
|
|||
|
|
*
|
The shares reported on this page include: (i) the shares reported on page 7, as Bessemer Trust Company, National Association is the investment adviser of the other reporting
person; and (ii) on page 8, as Bessemer Trust Company, National Association is the parent of the other reporting person.
|
CUSIP No. 464289180
|
13G
|
Page 7 of 14
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
OW (CAYMAN) LARGE CAP STRATEGIES SP
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
24,470 shares
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
24,470 shares
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
24,470 shares
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
0.08%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
CUSIP No. 464289180
|
13G
|
Page 8 of 14
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
BESSEMER INVESTMENT MANAGEMENT LLC*
|
|
|
|||
|
|
||||
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
|
|
|
|
2,880,000 shares
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
2,880,000 shares
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
2,880,000 shares
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
9.80%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IA
|
|
|
|||
|
|
*
|
The shares reported on this page are the same shares reported on page 9, as Bessemer Investment Management LLC is the investment adviser of the other reporting person.
|
CUSIP No. 464289180
|
13G
|
Page 9 of 14
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
OLD WESTBURY LARGE CAP STRATEGIES FUND
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Maryland
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
2,880,000 shares
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
2,880,000 shares
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
2,880,000 shares
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
9.80%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IV
|
|
|
|||
|
|
CUSIP No. 464289180
|
13G
|
Page 10 of 14
|
(a) |
Name of Issuer: iShares Trust / iShares MSCI Europe Financials ETF
|
(b) |
Address of Issuer's Principal Executive Offices:
|
ITEM 3. |
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:
|
(a)
|
☐
|
Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
|
(b)
|
☒
|
Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c), AS TO BTNA, BTDEL, BTFL and BTCO
|
(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), AS TO OLD WESTBURY LARGE CAP STRATEGIES FUND and OW (CAYMAN) LARGE CAP STRATEGIES SP (a Cayman
Islands mutual fund).
|
(e)
|
☒
|
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); AS TO BIM
|
(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), AS TO BGI
|
(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 Rule 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 Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: _____
|
CUSIP No. 464289180
|
13G
|
Page 11 of 14
|
ITEM 4.
|
OWNERSHIP.
|
(a) |
Amount beneficially owned: 3,456,159 shares
|
(b) |
Percent of class: 11.76%
|
(c) |
Number of shares as to which such person has:
|
(i) |
Sole power to vote or to direct the vote: 0
|
(ii) |
Shared power to vote or to direct the vote: 3,456,159 shares
|
(iii) |
Sole power to dispose or to direct the disposition of: 0
|
(iv) |
Shared power to dispose or to direct the disposition of: 3,456,159 shares
|
ITEM 5.
|
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
|
ITEM 6.
|
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
|
CUSIP No. 464289180
|
13G
|
Page 12 of 14
|
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.
|
CERTIFICATIONS
|
(a) |
The following certification shall be included if the statement is filed pursuant to Rule 13d-1(b):
|
CUSIP No. 464289180
|
13G
|
Page 13 of 14
|
THE BESSEMER GROUP, INCORPORATED
|
||
By:
|
/s/ Yvette M. Garcia
|
|
Name:
|
Yvette M. Garcia
|
|
Title:
|
Managing Director
|
|
BESSEMER TRUST COMPANY
|
||
By:
|
/s/ Yvette M. Garcia
|
|
Name:
|
Yvette M. Garcia
|
|
Title:
|
Managing Director
|
|
BESSEMER TRUST COMPANY OF FLORIDA
|
||
By:
|
/s/ Yvette M. Garcia
|
|
Name:
|
Yvette M. Garcia
|
|
Title:
|
Managing Director
|
|
BESSEMER TRUST COMPANY OF DELAWARE, N.A.
|
||
By:
|
/s/ Yvette M. Garcia
|
|
Name:
|
Yvette M. Garcia
|
|
Title:
|
Managing Director
|
|
BESSEMER TRUST COMPANY, N.A.
|
||
By:
|
/s/ Yvette M. Garcia
|
|
Name:
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Yvette M. Garcia
|
|
Title:
|
Managing Director
|
|
BESSEMER INVESTMENT MANAGEMENT, LLC
|
||
By:
|
/s/ Yvette M. Garcia
|
|
Name:
|
Yvette M. Garcia
|
|
Title:
|
Managing Director
|
CUSIP No. 464289180
|
13G
|
Page 14 of 14
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OLD WESTBURY LARGE CAP STRATEGIES FUND
BY: BESSEMER INVESTMENT MANAGEMENT, LLC,
its Investment Adviser
|
||
By:
|
/s/ Yvette M. Garcia
|
|
Name:
|
Yvette M. Garcia
|
|
Title:
|
Managing Director
|
|
OW (CAYMAN) LARGE CAP STRATEGIES SP
BY: BESSEMER TRUST COMPANY, N.A.,
its Investment Adviser
|
||
By:
|
/s/ Yvette M. Garcia
|
|
Name:
|
Yvette M. Garcia
|
|
Title:
|
Managing Director
|