0001274173-19-000016.txt : 20190211 0001274173-19-000016.hdr.sgml : 20190211 20190211112354 ACCESSION NUMBER: 0001274173-19-000016 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190211 DATE AS OF CHANGE: 20190211 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Equity Commonwealth CENTRAL INDEX KEY: 0000803649 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 046558834 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-37896 FILM NUMBER: 19583351 BUSINESS ADDRESS: STREET 1: TWO NORTH RIVERSIDE PLAZA STREET 2: SUITE 2100 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 312.646.2800 MAIL ADDRESS: STREET 1: TWO NORTH RIVERSIDE PLAZA STREET 2: SUITE 2100 CITY: CHICAGO STATE: IL ZIP: 60606 FORMER COMPANY: FORMER CONFORMED NAME: CommonWealth REIT DATE OF NAME CHANGE: 20100702 FORMER COMPANY: FORMER CONFORMED NAME: HRPT PROPERTIES TRUST DATE OF NAME CHANGE: 19980701 FORMER COMPANY: FORMER CONFORMED NAME: HEALTH & RETIREMENT PROPERTIES TRUST DATE OF NAME CHANGE: 19940811 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JANUS HENDERSON GROUP PLC CENTRAL INDEX KEY: 0001274173 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 000000000 STATE OF INCORPORATION: Y9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 201 BISHOPSGATE CITY: LONDON STATE: X0 ZIP: EC2M 3AE BUSINESS PHONE: 442078181818 MAIL ADDRESS: STREET 1: 201 BISHOPSGATE CITY: LONDON STATE: X0 ZIP: EC2M 3AE FORMER COMPANY: FORMER CONFORMED NAME: HENDERSON GROUP PLC DATE OF NAME CHANGE: 20050511 FORMER COMPANY: FORMER CONFORMED NAME: HHG PLC DATE OF NAME CHANGE: 20031223 SC 13G/A 1 eqc2102019.txt JANUS HENDERSON GROUP PLC OWNS <5% NOW UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No.: 1* Name of Issuer: EQUITY COMMONWEALTH Title of Class of Securities: Common Stock CUSIP Number: 294628102 Date of Event Which Requires Filing of this Statement: 12/31/2018 Check the appropriate box to designate the rule pursuant to which this Schedule is filed. [X] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) * 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 the disclosures provided in a prior cover page. The information required in 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 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No.: 294628102 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Janus Henderson Group plc EIN #00-0000000 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP a. ___ b. ___ 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Jersey, Channel Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 0** 6. SHARED VOTING POWER 5,851,768** 7. SOLE DISPOSITIVE POWER 0** 8. SHARED DISPOSITIVE POWER 5,851,768** 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,851,768** 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES Not applicable 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.8%** 12. TYPE OF REPORTING PERSON IA, HC ** See Item 4 of this filing Item 1. (a). Name of Issuer: EQUITY COMMONWEALTH ("Equity Commonwealth") (b). Address of Issuer's Principal Executive Offices: Two North Riverside Plaza Ste 2100 Chicago, IL 60606 Item 2. (a).-(c). Name, Principal Business Address, and Citizenship of Persons Filing: (1) Janus Henderson Group plc 201 Bishopsgate EC2M 3AE, United Kingdom Citizenship: Jersey, Channel Islands (d). Title of Class of Securities: Common Stock (e). CUSIP Number: 294628102 Item 3. This statement is filed pursuant to Rule 13d-1 (b) or 13d-2(b) and the person filing, Janus Henderson Group plc ("Janus Henderson") is a parent holding company/control person in accordance with Section 240.13d-1(b)(ii)(G). See Item 4 for additional information. Item 4. Ownership The information in items 1 and 5 through 11 on the cover page(s) on Schedule 13G is hereby incorporated by reference. Janus Henderson has an indirect 97.11% ownership stake in Intech Investment Management LLC ("Intech") and a 100% ownership stake in Janus Capital Management LLC ("Janus Capital"), Janus Capital International Limited ("JCIL"), Perkins Investment Management LLC ("Perkins"), Geneva Capital Management LLC ("Geneva"), Henderson Global Investors Limited ("HGIL") and Janus Henderson Global Investors Australia Institutional Funds Management Limited ("JHGIAIFML"), (each an "Asset Manager" and collectively as the "Asset Managers"). Due to the above ownership structure, holdings for the Asset Managers are aggregated for purposes of this filing. Each Asset Manager is an investment adviser registered or authorized in its relevant jurisdiction and each furnishing investment advice to various fund, individual and/or institutional clients (collectively referred to herein as "Managed Portfolios"). As a result of its role as investment adviser or sub-adviser to the Managed Portfolios, Perkins may be deemed to be the beneficial owner of 5,793,889 shares or 4.8% of the shares outstanding of Equity Commonwealth Common Stock held by such Managed Portfolios. However, Perkins does not have the right to receive any dividends from, or the proceeds from the sale of, the securities held in the Managed Portfolios and disclaims any ownership associated with such rights. As a result of its role as investment adviser or sub-adviser to the Managed Portfolios, Intech may be deemed to be the beneficial owner of 54,479 shares or 0.0% of the shares outstanding of Equity Commonwealth Common Stock held by such Managed Portfolios. However, Intech does not have the right to receive any dividends from, or the proceeds from the sale of, the securities held in the Managed Portfolios and disclaims any ownership associated with such rights. As a result of its role as investment adviser or sub-adviser to the Managed Portfolios, JCIL may be deemed to be the beneficial owner of 3,400 shares or 0.0% of the shares outstanding of Equity Commonwealth Common Stock held by such Managed Portfolios. However, JCIL does not have the right to receive any dividends from, or the proceeds from the sale of, the securities held in the Managed Portfolios and disclaims any ownership associated with such rights. Item 5. Ownership of Five Percent or Less of a Class The Managed Portfolios, set forth in Item 4 above, have the right to receive all dividends from, and the proceeds from the sale of, the securities held in their respective accounts. This statement is being filed to report the fact that the reporting persons have ceased to be the beneficial owners of more than five percent of the class of securities. These shares were acquired in the ordinary course of business, and not with the purpose of changing or influencing control of the Issuer. Item 6. Ownership of More than Five Percent on Behalf of Another Person Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company Intech, Janus Capital, JCIL, Perkins, Geneva, HGIL and JHGIAIFML are indirect subsidiaries of Janus Henderson and are registered investment advisers furnishing investment advice to Managed Portfolios. Item 8. Identification and Classification of Members of the Group Not applicable. Item 9. Notice of Dissolution of Group Not applicable. Item 10. Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. SIGNATURES 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. JANUS HENDERSON GROUP PLC By /s/ Bruce Koepfgen Bruce Koepfgen, Head of North America Date 2/11/2019