0000914760-11-000026.txt : 20110314 0000914760-11-000026.hdr.sgml : 20110314 20110314152511 ACCESSION NUMBER: 0000914760-11-000026 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110314 DATE AS OF CHANGE: 20110314 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PHOENIX COMPANIES INC/DE CENTRAL INDEX KEY: 0001129633 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 060493340 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-77958 FILM NUMBER: 11685343 BUSINESS ADDRESS: STREET 1: ONE AMERICAN ROW STREET 2: PO BOX 5056 CITY: HARTFORD STATE: CT ZIP: 061025056 BUSINESS PHONE: 8604035000 MAIL ADDRESS: STREET 1: ONE AMERICAN ROW STREET 2: PO BOX 5056 CITY: HARTFORD STATE: CT ZIP: 061025056 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Toscafund Asset Management LLP CENTRAL INDEX KEY: 0001439289 IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 7TH FLOOR STREET 2: 90 LONG ACRE CITY: LONDON STATE: X0 ZIP: WC2E 9RA BUSINESS PHONE: 44 20 7845 6139 MAIL ADDRESS: STREET 1: 7TH FLOOR STREET 2: 90 LONG ACRE CITY: LONDON STATE: X0 ZIP: WC2E 9RA SC 13G/A 1 t73994_sc13ga3.htm AMENDMENT NO. 3 t73994_sc13ga3.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No. 3)
 
Phoenix Companies, Inc.
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
71902E109
(CUSIP Number)
 
December 31, 2010
(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)
  [ X  ] Rule 13d-1(c)
 
[
] Rule 13d-1(d)
 

 
 

 

 
CUSIP No. 71902E109
 
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENFICICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Toscafund Asset Management LLP
 
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)           [ ]
(b)           [ ]
 
 
3.
SEC USE ONLY
 
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
England
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
     
5.
SOLE VOTING POWER
 
6,276,569
 
 
6.
SHARED VOTING POWER
 
--
 
 
7.
SOLE DISPOSITIVE POWER
 
9,675,096
 
 
8.
SHARED DISPOSITIVE POWER
 
--
 
 
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
9,675,096
 
 
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
 
 
 
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
8.3%
 
 
12.
TYPE OF REPORTING PERSON*
 
PN
 
 
 
 
 
 

 
SCHEDULE 13G
 
CUSIP No. 71902E109
 
 
Item 1.
 
 
(a)
Name of Issuer:
 
 
Phoenix Companies, Inc.
 
 
(b)
Address of Issuer’s Principal Executive Offices:
 
 
One American Row, Hartford, Connecticut
06102-5056
 
 
 
Item 2.
 
 
(a) through (c):
 
This Schedule 13G is being filed by Toscafund Asset Management LLP (“Tosca Management”). Tosca Management is a limited liability partnership registered in England and Wales. The principal business address of Tosca Management is 7th Floor, 90 Long Acre, London, WC2E 9RA.
 
As of the date hereof, Tosca Management may be deemed to beneficially own 9,675,096 shares of common stock of the Company held of record by funds that it manages, because it exercises voting and dispositive power over investments held by these entities.  Accordingly, the other entities are no longer treated as reprting persons.
 
 
(d)
Title of Class of Securities:
 
 
    Common Stock
 
 
 
(e)
CUSIP No.:
 
 
    71902E109
 
Item 3. If this statement is filed pursuant to sections 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.
     
(b)
[ ]
Bank as defined in section 3(a)(6) of the Act.
     
(c)
[ ]
Insurance company as defined in section 3(a)(19) of the Act.
     

(d)
[ ]
Investment company registered under section 8 of the Investment Company Act of 1940.
     
(e)
[ ]
An investment advisor in accordance with section 240.13d-1(b)(1)(ii)(E).
     
(f)
[ ]
An employee benefit plan or endowment fund in accordance with section 240.13d-1(b)(1)(ii)(F).
     
(g)
[ ]
A parent holding company or control person in accordance with section 240.13d-1(b)(ii)(G).
 
 
 
 

 
 
 
 
 
 
   
(h)
[ ]
A savings association as defined in section 3(b) of the Federal Deposit Insurance Act.
     
(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.
     
(j)
[ ]
Group, in accordance with section 240.13d-1(b)(1)(ii)(J).
 
 
Item 4.
Ownership.
 
(a)   Amount beneficially owned 9,675,096 shares.
 
(b)
Percent of class: 8.3% (based on 116.3 million shares outstanding as of March 2, 2011as reported on the Issuer’s Report on Form 10-K filed March 8, 2011.)
 
(c)
Number of shares as to which such person has:
 
 
(i)
Sole power to vote or to direct the vote: 6,276,569.

 
(ii)
Shared power to vote or to direct the vote: -0-.

 
(iii)
Sole power to dispose or to direct the disposition of: 9,675,096.

 
(iv)
Shared power to dispose or to direct the disposition of: -0-.
 
Item 5.
Ownership of 5 Percent or Less of a Class.
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following: [ ]
 
Item 6.
Ownership of More than 5 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.
 
 
Not applicable.
 
 
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 not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
 
 

 
 

 


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 as of March 14, 2011.
 
 
TOSCAFUND ASSET MANAGEMENT LLP
 
 
 
By:  /s/ Robert Lord
 
Name: Robert Lord
 
Title: Partner