0001104659-24-023594.txt : 20240214 0001104659-24-023594.hdr.sgml : 20240214 20240214160532 ACCESSION NUMBER: 0001104659-24-023594 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20240214 DATE AS OF CHANGE: 20240214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Atmus Filtration Technologies Inc. CENTRAL INDEX KEY: 0001921963 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] ORGANIZATION NAME: 04 Manufacturing IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-94431 FILM NUMBER: 24637746 BUSINESS ADDRESS: STREET 1: 26 CENTURY BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37214 BUSINESS PHONE: 6155147339 MAIL ADDRESS: STREET 1: 26 CENTURY BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37214 FORMER COMPANY: FORMER CONFORMED NAME: FILT Red, Inc. DATE OF NAME CHANGE: 20220406 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CUMMINS INC CENTRAL INDEX KEY: 0000026172 STANDARD INDUSTRIAL CLASSIFICATION: ENGINES & TURBINES [3510] ORGANIZATION NAME: 06 Technology IRS NUMBER: 350257090 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 500 JACKSON ST STREET 2: BOX 3005 MAIL CODE 60207 CITY: COLUMBUS STATE: IN ZIP: 47202-3005 BUSINESS PHONE: 8123773842 MAIL ADDRESS: STREET 1: BOX 3005 MAIL CODE 60207 STREET 2: 500 CITY: COLUMBUS STATE: IN ZIP: 47202-3005 FORMER COMPANY: FORMER CONFORMED NAME: CUMMINS ENGINE CO INC DATE OF NAME CHANGE: 19920703 SC 13G 1 tm244909d1_sc13g.htm SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

Atmus Filtration Technologies Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

04956D 107

(CUSIP Number)

December 31, 2023

(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)

x 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).

CUSIP No. 04956D 107

1.	NAME OF REPORTING PERSON Cummins Inc.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) ¨
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Indiana

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5.	SOLE VOTING POWER 67,054,726
	6.	SHARED VOTING POWER 0
	7.	SOLE DISPOSITIVE POWER 67,054,726
	8.	SHARED DISPOSITIVE POWER 0

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 67,054,726
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 80.5%^*
12.	TYPE OF REPORTING PERSON CO

^*Calculated based on 83,297,796 shares of Issuer’s Common Stock outstanding as of October 31, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the Securities and Exchange Commission on November 3, 2023.

ITEM 1.

(a)

NAME OF ISSUER:

Atmus Filtration Technologies Inc. (the “Issuer”)

(b)

Address of Issuer’s Principal Executive Offices:

26 Century Boulevard, Nashville, TN 37214

ITEM 2.

(a)

Name of Person Filing:

Cummins Inc. (“Cummins”)

(b)

Address of Principal Business Office, or, if None, Residence:

The address of the principal business office of Cummins is 500 Jackson Street, Columbus, Indiana 4702-3005.

(c)

Citizenship:

The place of organization of Cummins is Indiana.

(d)

Title of Class of Securities:

Common Stock, par value $0.0001 per share

(e)

CUSIP Number:

04956D 107

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 (15 U.S.C. 78o);

(b) ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(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 associations 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) ¨ A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

(k) ¨ Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____

ITEM 4.

OWNERSHIP.

(a)

Amount Beneficially Owned: 67,054,726 shares of Common Stock.

(b)

Percent of Class: 80.5%

(c)

Number of shares as to which such person has:

(i)

sole power to vote or to direct the vote: 67,054,726

(ii)

shared power to vote or to direct the vote: 0

(iii)

sole power to dispose or to direct the disposition of: 67,054,726

(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 5 percent of the class of securities, check the following ¨.

ITEM 6.

OWNERSHIP OF MORE THAN FIVE 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 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.

CERTIFICATIONS.

Not Applicable.

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 14, 2024

CUMMINS INC.

By:	/s/ Nicole Y. Lamb-Hale
	Name:	Nicole Y. Lamb-Hale
	Title:	Chief Legal Officer and Corporate Secretary