SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
(Amendment No. 2)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
§ 204.13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a)
Under the Securities Exchange Act of 1934
Artisan Partners Asset Management Inc.
(Name of Issuer)
Class A Common Stock, $0.01 par value per share
(Title of Class of Securities)
04316A-108
(CUSIP Number)
Thomas J. Murphy
McDermott Will & Emery LLP
227 West Monroe St, Suite 4400
Chicago, IL 60606
(312) 372-2000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 6, 2013
(Date of Event Which Requires Filing of This Statement)
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), check the following box. ¨
SCHEDULE 13D
| CUSIP No. 04316A-108 | Page 2 of 7 |
| 1. | Name of reporting person
Andrew A. Ziegler | |||||
| 2. | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
| |||||
| 3. | SEC use only
| |||||
| 4. | Source of funds:
OO | |||||
| 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
36,831,9501 | ||||
| 8. | Shared voting power
0 | |||||
| 9. | Sole dispositive power
0 | |||||
| 10. | Shared dispositive power
9,627,6442 | |||||
| 11. |
Aggregate amount beneficially owned by each reporting person
36,831,950 | |||||
| 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)
66.9%3 | |||||
| 14. | Type of reporting person (see instructions)
IN | |||||
| 1 | Represents all shares of Class A common stock, Class B common stock and Class C common stock of Artisan Partners Asset Management Inc. that Andrew A. Ziegler has the sole right to vote pursuant to the Stockholders Agreement. Mr. Ziegler disclaims beneficial ownership of all shares subject to the Stockholders Agreement except for those shares owned by Artisan Investment Corporation. |
| 2 | Represents all shares of Class C common stock of Artisan Partners Asset Management Inc. owned by Artisan Investment Corporation. Andrew A. Ziegler is one of two directors of Artisan Investment Corporation. |
| 3 | Represents the amount in Row 11 divided by the sum of the total number of outstanding shares of Class A common stock of Artisan Partners Asset Management Inc. and the number of shares of Class A common stock that would be issued upon conversion of the shares of Class B and/or Class C common stock deemed to be beneficially owned by the Reporting Person. |
SCHEDULE 13D
| CUSIP No. 04316A-108 | Page 3 of 7 |
| 1. | Name of reporting person
Artisan Investment Corporation | |||||
| 2. | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
| |||||
| 3. | SEC use only
| |||||
| 4. | Source of funds:
OO | |||||
| 5. | Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
| 6. | Citizenship or place of organization:
Wisconsin | |||||
| Number of shares beneficially owned by each reporting person with
|
7. | Sole voting power
04 | ||||
| 8. | Shared voting power
0 | |||||
| 9. | Sole dispositive power
0 | |||||
| 10. | Shared dispositive power
9,627,6445 | |||||
| 11. |
Aggregate amount beneficially owned by each reporting person
9,627,644 | |||||
| 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)
32.7%6 | |||||
| 14. | Type of reporting person (see instructions)
CO | |||||
| 4 | Pursuant to the Stockholders Agreement, Andrew A. Ziegler has the power to vote all shares of Class C common stock of Artisan Partners Asset Management Inc. owned by Artisan Investment Corporation. |
| 5 | Represents all shares of Class C common stock of Artisan Partners Asset Management Inc. owned by Artisan Investment Corporation. |
| 6 | Represents the amount in Row 11 divided by the sum of the total number of outstanding shares of Class A common stock of Artisan Partners Asset Management Inc. and the number of shares of Class A common stock that would be issued upon conversion of the shares of Class C common stock deemed to be beneficially owned by the Reporting Person. |
SCHEDULE 13D
| CUSIP No. 04316A-108 | Page 4 of 7 |
| 1. | Name of reporting person
ZFIC, Inc. | |||||
| 2. | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
| |||||
| 3. | SEC use only
| |||||
| 4. | Source of funds:
OO | |||||
| 5. | Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
| 6. | Citizenship or place of organization:
Wisconsin | |||||
| Number of shares beneficially owned by each reporting person with
|
7. | Sole voting power
07 | ||||
| 8. | Shared voting power
0 | |||||
| 9. | Sole dispositive power
0 | |||||
| 10. | Shared dispositive power
9,627,6448 | |||||
| 11. |
Aggregate amount beneficially owned by each reporting person
9,627,644 | |||||
| 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)
32.7%9 | |||||
| 14. | Type of reporting person (see instructions)
CO | |||||
| 7 | Pursuant to the Stockholders Agreement, Andrew A. Ziegler has the power to vote all shares of Class C common stock of Artisan Partners Asset Management Inc. owned by Artisan Investment Corporation, of which ZFIC Inc. is the sole shareholder. |
| 8 | Represents all shares of Class C common stock of Artisan Partners Asset Management Inc. owned by Artisan Investment Corporation, of which ZFIC Inc. is the sole shareholder. |
| 9 | Represents the amount in Row 11 divided by the sum of the total number of outstanding shares of Class A common stock of Artisan Partners Asset Management Inc. and the number of shares of Class A common stock that would be issued upon conversion of the shares of Class C common stock deemed to be beneficially owned by the Reporting Person. |
-4-
SCHEDULE 13D
| CUSIP No. 04316A-108 | Page 5 of 7 |
| 1. | Name of reporting person
Carlene M. Ziegler | |||||
| 2. | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
| |||||
| 3. | SEC use only
| |||||
| 4. | Source of funds:
OO | |||||
| 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
010 | ||||
| 8. | Shared voting power
0 | |||||
| 9. | Sole dispositive power
0 | |||||
| 10. | Shared dispositive power
9,627,64411 | |||||
| 11. |
Aggregate amount beneficially owned by each reporting person
9,627,644 | |||||
| 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)
32.7%12 | |||||
| 14. | Type of reporting person (see instructions)
IN | |||||
| 10 | Pursuant to the Stockholders Agreement, Andrew A. Ziegler has the power to vote all shares of Class C common stock of Artisan Partners Asset Management Inc. owned by Artisan Investment Corporation. |
| 11 | Represents all shares of Class C common stock of Artisan Partners Asset Management Inc. owned by Artisan Investment Corporation. Carlene M. Ziegler is one of two directors of Artisan Investment Corporation. |
| 12 | Represents the amount in Row 11 divided by the sum of the total number of outstanding shares of Class A common stock of Artisan Partners Asset Management Inc. and the number of shares of Class A common stock that would be issued upon conversion of the shares of Class C common stock deemed to be beneficially owned by the Reporting Person. |
-5-
SCHEDULE 13D
| CUSIP No. 04316A-108 | Page 6 of 7 |
This Amendment No. 2 to Schedule 13D (this “Amendment No. 2”) amends or amends and restates, where indicated, the statement on Schedule 13D relating to the Class A common stock of the Company filed by the Reporting Persons with the Securities and Exchange Commission on March 20, 2013, as amended on July 22, 2013. Capitalized terms used in this Amendment No. 2 but not otherwise defined herein have the meanings given to them in the initial Schedule 13D.
This Amendment No. 2 is being made to reflect changes in the percentages deemed to be beneficially owned by the Reporting Persons as a result of the issuance by the Company of 5,520,000 shares of Class A common stock in an underwritten offering on November 6, 2013 and a change in the number of shares subject to the Stockholders Agreement described in the original filing. Except as otherwise set forth herein, this Amendment No. 2 does not modify any of the information previously reported by the Reporting Persons in the Schedule 13D as amended to date.
| Item 5. | Interest in Securities of the Issuer |
(a) – (b)
| Name |
Aggregate Number of Shares of Class A Common Stock Beneficially Owned |
Percentage of Outstanding Class A Common Stock |
Sole Voting Power |
Shared Voting Power |
Sole Power to Dispose |
Shared Power to Dispose |
||||||||||||||||||
| Andrew A. Ziegler |
36,831,950 | 66.9 | % | 36,831,950 | 0 | 0 | 9,627,644 | |||||||||||||||||
| Artisan Investment Corporation |
9,627,644 | 32.7 | % | 0 | 0 | 0 | 9,627,644 | |||||||||||||||||
| ZFIC Inc. |
9,627,644 | 32.7 | % | 0 | 0 | 0 | 9,627,644 | |||||||||||||||||
| Carlene M. Ziegler |
9,627,644 | 32.7 | % | 0 | 0 | 0 | 9,627,644 | |||||||||||||||||
The percentages in the column titled Percentage of Outstanding Class A Common Stock are calculated in accordance with Rule 13d-3(d)(1)(i) and thereby represent each Reporting Person’s aggregate number of shares of Class A common stock beneficially owned, divided by the sum of the total number of outstanding shares of Class A common stock and the number of shares of Class A common stock that would be issued upon conversion of the shares of Class B and/or Class C common stock deemed to be beneficially owned by the Reporting Person. As of November 7, 2013, there were 19,807,436 shares of Class A common stock outstanding according to the records of the Company.
(d) With respect to the 36,831,950 shares of Class A common stock beneficially owned by Mr. Ziegler, 9,627,644 of those shares are directly owned by AIC and the remaining shares are owned by employees of the Company. Mr. Ziegler disclaims beneficial ownership of all 36,831,950 shares except for those shares owned by AIC.
SCHEDULE 13D
| CUSIP No. 04316A-108 | Page 7 of 7 |
SIGNATURES
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: November 12, 2013 | ||
| ANDREW A. ZIEGLER | ||
| By: | Rebecca Himmelspach * | |
| CARLENE M. ZIEGLER | ||
| By: | Rebecca Himmelspach * | |
| ARTISAN INVESTMENT CORPORATION | ||
| By: | Rebecca Himmelspach * | |
| ZFIC, INC. | ||
| By: | Rebecca Himmelspach * | |
| *By: | /s/ Rebecca Himmelspach | |
| Attorney-in-Fact for Andrew A. Ziegler | ||
| Attorney-in-Fact for Carlene M. Ziegler | ||
| Attorney-in-Fact for Artisan Investment Corporation | ||
| Attorney-in-Fact for ZFIC, Inc. | ||