| UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
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SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2 – EXIT FILING)*
| Neff Corp. | ||
| (Name of Issuer) | ||
| Class A Common Stock | ||
| (Title of Class of Securities) | ||
| 640094207 | ||
| (CUSIP Number) | ||
| December 31, 2016 | ||
| (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)
*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).
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). |
|
Zelman Capital, LLC I.R.S. #45-2476005 | |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (b) ¨ |
| 3. | SEC Use Only |
| 4 | Citizenship or Place of Organization |
| Ohio |
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power |
| 0 | ||
| 6. | Shared Voting Power | |
| 0 | ||
| 7. | Sole Dispositive Power | |
| 0 | ||
| 8. | Shared Dispositive Power | |
| 0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person |
| 0 | |
| 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% | |
| 12. | Type of Reporting Person (See Instructions) |
| PN, HC |
| -2- |
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). |
|
Zelman Capital Master Fund, LLC I.R.S. #37-1754515 | |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (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 | |
| 0 | ||
| 7. | Sole Dispositive Power | |
| 0 | ||
| 8. | Shared Dispositive Power | |
| 0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person |
| 0 | |
| 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% | |
| 12. | Type of Reporting Person (See Instructions) |
| PN |
| -3- |
Item 1.
| (a) | Name of Issuer: |
Neff Corporation
| (b) | Address of Issuer's Principal Executive Offices: |
3750 N.W. 87th Avenue
Suite 400
Miami, FL 33178
Item 2.
| (a) | Name of Person Filing |
This Schedule 13G is being filed on behalf of Zelman Capital, LLC (“Zelman LLC”) and Zelman Capital Master Fund, LLC (“Zelman Master”, each, a “Reporting Person”).
| (b) | Address of Principal Business Office or, if none, Residence |
For each Reporting Person:
3333 Richmond Rd.
Suite 340
Beachwood, OH 44122
| (c) | Citizenship |
(i) Zelman LLC is an Ohio limited liability company.
(ii) Zelman Master is a Delaware limited partnership.
| (d) | Title of Class of Securities |
Class A Common Stock
| (e) | CUSIP Number |
640094207
| 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). |
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
| -4- |
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). |
| (e) | ¨ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| (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);* |
| (h) | ¨ | A savings association 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) | ¨ | Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
| Item 4. | Ownership |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
For each of Zelman LLC and Zelman Master:
| (a) | Amount beneficially owned: 0 |
| (b) | Percent of class: 0 |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: 0 |
| (ii) | Shared power to vote or to direct the vote: 0 |
| (iii) | Sole power to dispose or to direct the disposition of: 0 |
| (iv) | Shared power to dispose or to direct the disposition of: 0 |
| Item 5. | Ownership of Five 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 five percent of the class of securities, check the following. x
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not applicable.
| -5- |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
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.
| -6- |
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, 2017
| Zelman Capital, LLC | ||
| /s/ David S. Zelman | ||
| By:David S. Zelman | ||
| Its: Managing Partner | ||
| ZELMAN CAPITAL MASTER FUND, LLC | ||
| By: Zelman Capital, LLC | ||
| Its General Partner | ||
| /s/ David S. Zelman | ||
| By: David S. Zelman | ||
| Its: Managing Partner |
| -7- |
EXHIBIT A
Joint Filing Agreement Pursuant to Rule 13d-1
This agreement is made pursuant to Rule 13d-1(b)(ii)(J) and Rule 13d-1(k)(1) under the Securities and Exchange Act of 1934 (the "Act") by and among the parties listed below, each referred to herein as a "Joint Filer." The Joint Filers agree that a statement of beneficial ownership as required by Sections 13(g) or 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13G or Schedule 13D, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1.
Dated: February 13, 2017
| Zelman Capital, LLC | ||
| /s/ David S. Zelman | ||
| By: David S. Zelman | ||
| Its: Managing Partner | ||
| ZELMAN CAPITAL, LP | ||
| By: Zelman Capital, LLC | ||
| Its General Partner | ||
| /s/ David S. Zelman | ||
| By: David S. Zelman | ||
| Its: Managing Partner |
| -8- |