0000899140-21-000643.txt : 20210915 0000899140-21-000643.hdr.sgml : 20210915 20210915163236 ACCESSION NUMBER: 0000899140-21-000643 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20210915 DATE AS OF CHANGE: 20210915 GROUP MEMBERS: MATTHEW C. PICKERING SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CPG Cooper Square International Equity, LLC CENTRAL INDEX KEY: 0001818255 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-91835 FILM NUMBER: 211255707 BUSINESS ADDRESS: STREET 1: C/O CENTRAL PARK ADVISERS, LLC STREET 2: 500 FIFTH AVENUE, 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10110 BUSINESS PHONE: 212-317-9200 MAIL ADDRESS: STREET 1: C/O CENTRAL PARK ADVISERS, LLC STREET 2: 500 FIFTH AVENUE, 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10110 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Clark Chad CENTRAL INDEX KEY: 0001826792 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: C/O SELECT EQUITY GROUP, L.P. STREET 2: 380 LAFAYETTE STREET, 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10003 SC 13D/A 1 c091521a.htm SCHEDULE 13D/A (AMENDMENT NO. 8)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 8)*
______________
CPG Cooper Square International Equity, LLC
(Name of Issuer)
Class I Units
(Title of Class of Securities)
12590U 104
(CUSIP Number)
Chad M. Clark
Matthew C. Pickering
c/o Select Equity Group, L.P.
380 Lafayette Street, 6th Floor
New York, New York 10003
(212) 475-8335
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 1, 2021
(Date of Event Which Requires Filing of Statement on Schedule 13D)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), checking the following box.  /__/
* 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 disclosures provided in a prior cover page.
The information required on 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. 12590U 104
Schedule 13D/A
 
Page 2 of 5 Pages

(1) Name of Reporting Persons:
            Chad M. Clark
 
(2) Check the Appropriate Box if a Member of a Group (See Instructions):
     (a) [   ]
     (b) [X]
 
(3) SEC Use Only:
 
(4) Source of Funds (See Instructions):  PF
(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
 
(6) Citizenship or Place of Organization:
United States of America
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH:
(7) Sole Voting Power
630,000(1)
(8)    Shared Voting Power
                0
(9)                                                 Sole Dispositive Power
630,000(1)
(10)  Shared Dispositive Power
0
(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
630,000(1)
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):     [    ]
(13) Percent of Class Represented by Amount in Row (11):
40.91%*
(14) Type of Reporting Person (See Instructions):  IN
* Beneficial ownership based on 1,539,806.483 Class I Units outstanding as of September 1, 2021.

(1) All Class I Units are held by the Chad M. Clark Trust Dated 8/10/98, of which Mr. Clark is sole trustee.

CUSIP No. 12590U 104
Schedule 13D/A
 
Page 3 of 5 Pages
(1) Name of Reporting Persons:
Matthew C. Pickering
 
(2) Check the Appropriate Box if a Member of a Group (See Instructions):
     (a) [   ]
     (b) [X]
 
(3) SEC Use Only:
 
(4) Source of Funds (See Instructions):  PF
(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
     Items 2(d) or 2(e):
 
(6) Citizenship or Place of Organization:
United States of America
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH:
(7)  Sole Voting Power
  75,000(1)
(8)  Shared Voting Power
0
(9)  Sole Dispositive Power
75,000
(10) Shared Dispositive Power
0
(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
75,000
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain  Shares (See Instructions): [ ]
(13) Percent of Class Represented by Amount in Row (11):
4.87%*
(14) Type of Reporting Person (See Instructions):  IN
* Beneficial ownership based on 1,539,806.483 Class I Units outstanding as of September 1, 2021.

(1) All Class I Units are held by the Matthew Campbell Pickering Trust, of which Mr. Pickering is sole trustee.

CUSIP No. 12590U 104
Schedule 13D/A
 
Page 4 of 5 Pages

Explanatory Note

This Amendment No. 8 to Schedule 13D (this “Amendment No. 8”) amends and supplements the Schedule 13D filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 12, 2020 (the “Original Schedule 13D”), Amendment No. 1 to Schedule 13D, filed with the SEC on December 10, 2020 (the “Amendment No. 1”),  Amendment No. 2 to Schedule 13D, filed with the SEC on February 17, 2021 (the “Amendment No. 2”), Amendment No. 3 to Schedule 13D, filed with the SEC on March 12, 2021 (the “Amendment No. 3”), Amendment No. 4 to Schedule 13D, filed with the SEC on April 12, 2021 (the “Amendment No. 4”), Amendment No. 5 to Schedule 13D, filed with the SEC on May 14, 2021 (the “Amendment No. 5”), Amendment No. 6 to Schedule 13D, filed with the SEC on June 10, 2021 (the “Amendment No. 6”) and Amendment No. 7 to Schedule 13D, filed with the SEC on July 15, 2021 (the “Amendment No. 7”) relating to the Class I Units (the “Class I Units”) of CPG Cooper Square International Equity LLC, a Delaware limited liability company (the “Issuer”), having its principal executive offices at c/o Central Park Group, LLC, 500 Fifth Avenue, 31st Floor, New York, NY 10110. Capitalized terms used herein without definition shall have the meanings set forth in the Original Schedule 13D.

ITEM 5.
INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a)
and (b)
As of the date of this statement:
•
Chad M. Clark is the beneficial owner of 630,000 Class I Units. Mr. Clark has sole voting and dispositive power over 630,000 Class I Units held by Chad M. Clark Trust Dated 8/10/98, a trust for which Mr. Clark serves as sole trustee, as set forth below.
•
Matthew C. Pickering is the beneficial owner of 75,000 Class I Units. Mr. Pickering has sole voting and dispositive power over 75,000 Class I Units held by Matthew Campbell Pickering Trust, a trust for which Mr. Pickering serves as sole trustee, as set forth below.
*The percentage of Class I Units beneficially owned is based on 1,539,806.483 Class I Units outstanding as of September 1, 2021.



Reporting
Persons
Number of Units
With Sole Voting
and Dispositive
Power
Number of Units
With Shared Voting
and Dispositive
Power
Aggregate
Number of
Units
Beneficially Owned

Percentage*
of Class
Beneficially
Owned
Chad M. Clark
630,000
0
630,000
40.91%
Matthew C. Pickering
75,000
0
75,000
4.87%
In addition to Mr. Clark and Mr. Pickering, certain other employees of Select Equity hold Class I Units.  If Mr. Clark and Mr. Pickering were to be deemed to be members of a “group” with such other employees of Select Equity, the “group” would beneficially own 750,000 Class I Units, representing 48.71% of the outstanding Class I Units. Mr. Clark expressly disclaims, to the extent permitted by applicable law, beneficial ownership of the Class I Units beneficially owned by Mr. Pickering and the other employees of Select Equity. Mr. Pickering expressly disclaims, to the extent permitted by applicable law, beneficial ownership of the Class I Units beneficially owned by Mr. Clark and the other employees of Select Equity.
 
(c)
Other than as described in Item 3 and Item 4, none of the Reporting Persons have effected any transactions involving the Class I Units in the 60 days prior to filing this Schedule 13D.
 
(d)
Not applicable.
 
(e)
As of September 1, 2021, Mr. Pickering ceased to be the beneficial owner of more than 5% of the Class I units.

CUSIP No. 12590U 104
Schedule 13D/A
 
Page 5 of 5 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this Amendment No. 8 to Schedule 13D is true, complete, and correct.
Dated as of September 15, 2021
 
CHAD M. CLARK
 
 
 
 
 
 
 
By:
 /s/ Chad M. Clark               
Date:  September 15, 2021
 
 
 
 
 
 
 
MATTHEW C. PICKERING
 
 
 
 
 
 
 
By:
 /s/ Matthew C. Pickering   
Date:  September 15, 2021