Amended Statement of Beneficial Ownership (sc 13d/a)
2023年2月14日 - 8:04PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13D/A |
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Under the Securities Exchange Act of 1934 |
(Amendment No. 12)* |
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Argo Group International Holdings, Ltd. |
(Name of Issuer) |
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Common Shares, par
value $1.00 per share |
(Title of Class of Securities) |
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G0464B107 |
(CUSIP Number) |
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J. Daniel Plants
Voce Capital Management LLC
One Embarcadero Center, Suite 1140
San Francisco, California 94111
(415) 489-2600
with a copy to:
Eleazer Klein, Esq.
Adriana Schwartz, Esq.
Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York 10022
(212) 756-2000 |
(Name, Address and Telephone Number of Person |
Authorized to Receive Notices and Communications) |
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February 13, 2023 |
(Date of Event Which Requires Filing of This Statement) |
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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 Rule 13d-1(e), Rule 13d-1(f) or
Rule 13d-1(g), check the following box. [ ]
(Page 1 of 6 Pages)
______________________________
* 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. G0464B107 | SCHEDULE 13D/A | Page 2 of 6 Pages |
1 |
NAME OF REPORTING PERSON
VOCE CAPITAL MANAGEMENT LLC |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS
OO |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
California, United States |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
3,317,697 |
9 |
SOLE DISPOSITIVE POWER
0 |
10 |
SHARED DISPOSITIVE POWER
3,317,697 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
3,317,697 |
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5% |
14 |
TYPE OF REPORTING PERSON
OO |
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CUSIP No. G0464B107 | SCHEDULE 13D/A | Page 3 of 6 Pages |
1 |
NAME OF REPORTING PERSON
VOCE CAPITAL LLC |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS
OO |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
3,317,697 |
9 |
SOLE DISPOSITIVE POWER
0 |
10 |
SHARED DISPOSITIVE POWER
3,317,697 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
3,317,697 |
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5% |
14 |
TYPE OF REPORTING PERSON
OO |
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CUSIP No. G0464B107 | SCHEDULE 13D/A | Page 4 of 6 Pages |
1 |
NAME OF REPORTING PERSON
J. DANIEL PLANTS |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS
OO |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: |
7 |
SOLE VOTING POWER
1,700* |
8 |
SHARED VOTING POWER
3,317,697 |
9 |
SOLE DISPOSITIVE POWER
1,700* |
10 |
SHARED DISPOSITIVE POWER
3,317,697 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
3,319,397 |
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5% |
14 |
TYPE OF REPORTING PERSON
IN |
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*Upon the appointment of Mr. Plants to the Board, he was granted a pro-rated
2022 restricted stock award of 1,700 shares on September 9, 2022.
CUSIP No. G0464B107 | SCHEDULE 13D/A | Page 5 of 6 Pages |
This Amendment No. 12 (“Amendment No. 12”)
amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”)
on February 4, 2019 (the “Original Schedule 13D”), Amendment No. 1 filed with the SEC on February 25, 2019 (“Amendment
No. 1”), Amendment No. 2 filed with the SEC on March 8, 2019 (“Amendment No. 2”), Amendment No. 3 filed with
the SEC on October 15, 2019 (“Amendment No. 3”), Amendment No. 4 filed with the SEC on November 7, 2019 (“Amendment
No. 4”), Amendment No. 5 filed with the SEC on November 26, 2019 (“Amendment No. 5”), Amendment No. 6 filed
with the SEC on December 23, 2019 (“Amendment No. 6”), Amendment No. 7 filed with the SEC on January 2, 2020 (“Amendment
No. 7”), Amendment No. 8 filed with the SEC on March 20, 2020 (“Amendment No. 8”), Amendment No. 9 filed
with the SEC on April 17, 2020 (“Amendment No. 9”), Amendment No. 10 filed with the SEC on August 8, 2022 (“Amendment
No. 10”) and Amendment No. 11 filed with the SEC on February 8, 2023 (“Amendment No. 11,” and together with
the Original Schedule 13D, Amendment Nos. 1 through 10, and this Amendment No. 12, the “Schedule 13D”) with respect
to the common shares, $1.00 par value (the “Common Shares”), of Argo Group International Holdings, Ltd., a Bermuda
exempted company limited by shares (the “Issuer”). Capitalized terms used herein and not otherwise defined in this
Amendment No. 12 have the meanings set forth in the Schedule 13D. This Amendment No. 12 amends Item 4 as set forth below.
Item 4. |
PURPOSE OF TRANSACTION |
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Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following: |
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Mr. Plants resigned from the Board on February 13, 2023, with such resignation being effective immediately. |
CUSIP No. G0464B107 | SCHEDULE 13D/A | Page 6 of 6 Pages |
SIGNATURES
After reasonable inquiry
and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Date: February 13, 2023
VOCE CAPITAL MANAGEMENT LLC |
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By: |
Voce Capital LLC, its Managing Member |
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By: |
/s/ J. Daniel Plants |
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Name: J. Daniel Plants |
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Title: Managing Member |
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VOCE CAPITAL LLC |
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By: |
/s/ J. Daniel Plants |
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Name: J. Daniel Plants |
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Title: Managing Member |
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/s/ J. Daniel Plants |
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J. Daniel Plants |
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