SC 13G/A

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Dodge & Cox 94-1441976

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ☐ (b) ☐

N/A

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

California - U.S.A.

0001193125-20-035006.txt : 20200213 0001193125-20-035006.hdr.sgml : 20200213 20200213123735 ACCESSION NUMBER: 0001193125-20-035006 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200213 DATE AS OF CHANGE: 20200213 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MICRO FOCUS INTERNATIONAL PLC CENTRAL INDEX KEY: 0001359711 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-90273 FILM NUMBER: 20608436 BUSINESS ADDRESS: STREET 1: 22-30 OLD BATH ROAD CITY: NEWBURY, BERKSHIRE STATE: X0 ZIP: RG14 1QN MAIL ADDRESS: STREET 1: 22-30 OLD BATH ROAD CITY: NEWBURY, BERKSHIRE STATE: X0 ZIP: RG14 1QN FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DODGE & COX CENTRAL INDEX KEY: 0000200217 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 000000000 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 555 CALIFORNIA STREET STREET 2: 40TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 4159811710 MAIL ADDRESS: STREET 1: 555 CALIFORNIA STREET STREET 2: 40TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94104 SC 13G/A 1 d877695dsc13ga.htm SC 13G/A SC 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. 3)*

Micro Focus International plc

(Name of Issuer)

Ordinary Shares and American Depository Shares

(Title of Class of Securities)

594837403

(CUSIP Number)

December 31, 2019

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☒ 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).

PAGE 1 OF 5 PAGES


CUSIP NO. 594837403		13G		PAGE 2 OF 5 PAGES

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Item 1(a)

Name of Issuer:

Micro Focus International plc

Item 1(b)

Address of Issuer’s Principal Executive Offices:

The Lawn

22-30 Old Bath Road

Newbury, Berkshire RG14 1QN

United Kingdom

Item 2(a)

Name of Person Filing:

Dodge & Cox

Item 2(b)

Address of the Principal Office or, if none, Residence:

555 California Street, 40th Floor

San Francisco, CA 94104

Item 2(c)

Citizenship:

California - U.S.A.

Item 2(d)

Title of Class of Securities:

Ordinary Shares and American Depository Shares

Item 2(e)

CUSIP Number:

594837403

Item 3

If the Statement is being filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:

(e) ☒ Investment Advisor registered under section 203 of the Investment Advisors Act of 1940

Item 4

Ownership:

(a)

Amount Beneficially Owned:

24,303,138 Ordinary Shares and 34,674,948 American Depository Shares

(b)

Percent of Class:

17.7%

PAGE 3 OF 5 PAGES

(c)

Number of shares as to which such person has:

(i)

sole power to vote or direct the vote:

24,303,138 Ordinary Shares and 32,992,682 American Depository Shares

(ii)

shared power to vote or direct the vote:

(iii)

sole power to dispose or to direct the

disposition of: 24,303,138 Ordinary Shares and 34,674,948 American Depository Shares

(iv)

shared power to dispose or to direct the

disposition of: 0

Item 5

Ownership of Five Percent or Less of a Class:

Not applicable.

Item 6

Ownership of More than Five Percent on Behalf of Another Person:

The clients of Dodge & Cox, including investment companies registered under the Investment Company Act of 1940 and other managed accounts, have the right to receive or power to direct the receipt of dividends from, and the proceeds from the sale of, Micro Focus International plc.

Dodge & Cox Stock Fund, an investment company registered under the Investment Company Act of 1940, has an interest of 22,850,228, or 6.9%, of the class of securities reported herein.

Dodge & Cox International Stock Fund, an investment company registered under the Investment Company Act of 1940, has an interest of 19,729,707, or 5.9%, of the class of securities reported herein.

Item 7

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:

Not applicable.

Item 8

Identification and Classification of Members of the Group:

Not applicable.

Item 9

Notice of Dissolution of a 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 purpose or effect.

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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.

Dated: February 13, 2020


DODGE & COX

By:		/S/ Katherine M. Primas
Name:		Katherine M. Primas
Title:		Chief Compliance Officer

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