SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
HNA Eagle Holdco LLC

(Last) (First) (Middle)
245 PARK AVENUE
FLOOR 40

(Street)
NEW YORK NY 10167

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BrightSphere Investment Group plc [ BSIG ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/21/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Ordinary Shares, par value $0.001 per share 02/21/2019 S 4,100,000(1) D $13.89 18,676,663 D(3)
Ordinary Shares, par value $0.001 per share 02/25/2019 S 3,886,625(1) D $13.95 14,790,038 D(3)
Ordinary Shares, par value $0.001 per share 02/25/2019 S 14,790,038(2) D $13.95 0 D(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
HNA Eagle Holdco LLC

(Last) (First) (Middle)
245 PARK AVENUE
FLOOR 40

(Street)
NEW YORK NY 10167

(City) (State) (Zip)
1. Name and Address of Reporting Person*
HNA Capital (U.S.) Holding LLC

(Last) (First) (Middle)
245 PARK AVENUE
FLOOR 40

(Street)
NEW YORK NY 10167

(City) (State) (Zip)
1. Name and Address of Reporting Person*
HNA Capital Group Co., Ltd.

(Last) (First) (Middle)
HNA BUILDING, NO. 7 GUOXING ROAD

(Street)
HAIKOU F4 570203

(City) (State) (Zip)
1. Name and Address of Reporting Person*
HNA Capital (Hong Kong) Holding Co., Ltd.

(Last) (First) (Middle)
23/F., ARION COMMERCIAL CENTRE
2-12 QUEEN?S ROAD WEST

(Street)
HONG KONG K3 00000

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Aleron Investments, Ltd.

(Last) (First) (Middle)
23/F HNA PLAZA, JIA NO. 26
XIAOYUN ROAD, CHAOYANG DISTRICT

(Street)
BEIJING F4 100125

(City) (State) (Zip)
1. Name and Address of Reporting Person*
HNA Group Co., Ltd.

(Last) (First) (Middle)
HNA BUILDING
NO. 7 GUOXING ROAD

(Street)
HAIKOU, HAINAN F4 570203

(City) (State) (Zip)
Explanation of Responses:
1. HNA Eagle Holdco LLC ("HNA Eagle") resold the Ordinary Shares to BrightSphere Investment Group plc (the "Issuer") as part of the Issuer's share repurchase program, via Citigroup Global Markets Inc. ("Citigroup"). HNA Eagle sold the Ordinary Shares to Citigroup, who then resold them immediately to the Issuer.
2. HNA Eagle sold the Ordinary Shares to Paulson & Co., Inc. ("Paulson") pursuant to the share purchase agreement, dated November 16, 2018, between HNA Eagle and Paulson.
3. The Ordinary Shares reported herein were directly owned by HNA Eagle and indirectly owned by HNA Group Co., Ltd. ("HNA Group"), HNA Capital Group Co., Ltd. ("HNA Parent"), HNA Capital (Hong Kong) Holding Co., Ltd. ("HNA HK"), Aleron Investments, Ltd. ("Aleron") and HNA Capital (U.S.) Holding LLC ("HNA Capital", together with HNA Eagle, HNA Group, HNA HK, and Aleron, the "Reporting Persons"). HNA Eagle is a direct wholly-owned subsidiary of HNA Capital. HNA Capital is a direct wholly-owned subsidiary of Aleron. Aleron is a wholly-owned subsidiary of HNA HK. HNA HK is a wholly-owned subsidiary of HNA Parent. HNA Parent is 88.5% owned by HNA Group. The Reporting Persons disclaim beneficial ownership over the Ordinary Shares reported herein except to the extent of their respective pecuniary interest therein.
HNA GROUP CO., LTD. By: /s/ Xiaofeng Chen Name: Xiaofeng Chen Title: Board Director and Vice Chief Executive Officer, HNA Group Co., Ltd. 02/25/2019
HNA CAPITAL GROUP CO., LTD.By: /s/ Chuan Jin Name: Chuan Jin Title: President, HNA Capital Group Co., Ltd.; Executive Chairman of the Board of Directors, HNA Capital Group Co., Ltd. 02/25/2019
HNA CAPITAL (HONG KONG) HOLDING CO., LTD. By: /s/ Zhisheng Tong Name: Zhisheng Tong Title: Board Director, HNA Capital (Hong Kong) Holding Co., Ltd. 02/25/2019
ALERON INVESTMENTS, LTD.By: /s/ Kai Ren Name: Kai Ren Title: Board Director, Aleron Investments Ltd.; Chief Financial Officer, HNA Capital Group Co., Ltd. 02/25/2019
HNA CAPITAL (U.S.) HOLDING LLC By: /s/ Enrico Marini Fichera Name: Enrico Marini Fichera Title: Chief Executive Officer, HNA Capital (U.S.) Holding LLC 02/25/2019
HNA EAGLE HOLDCO LLC By: /s/ Enrico Marini Fichera Name: Enrico Marini Fichera Title: Chief Executive Officer, HNA Eagle Holdco LLC 02/25/2019
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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