Form SC 13G - Statement of Beneficial Ownership by Certain Investors
2024年11月15日 - 1:45AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G*
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT
TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS
THERETO FILED
PURSUANT TO § 240.13d-2
(Amendment No. )*
Orion
S.A. |
(Name of
Issuer) |
|
Common
Stock |
(Title of
Class of Securities) |
|
L72967109 |
(CUSIP Number) |
|
September
30, 2024 |
(Date of
Event Which Requires Filing of the Statement) |
Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
x |
Rule
13d-1(b) |
¨ |
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. |
NAME OF REPORTING PERSONS
William Blair Investment Management, LLC |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ¨
(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
2,094,483 |
6. |
SHARED VOTING POWER
0 |
7. |
SOLE DISPOSITIVE POWER
2,966,107 |
8.
|
SHARED DISPOSITIVE POWER
0
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,966,107 |
10. |
CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
¨ |
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.1% |
12.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA |
|
|
|
|
Item 1(a). |
Name of
Issuer: |
|
Orion S.A. |
Item 1(b). |
Address
of Issuer’s Principal Executive Offices: |
|
1700 City Plaza Drive, Suite 300, Spring, TX 77389 |
|
|
Item 2(a). |
Name of
Person Filing: |
|
William
Blair Investment Management, LLC |
Item 2(b). |
Address
of Principal Business Office or, if none, Residence: |
|
150
North Riverside Plaza, Chicago, IL 60606 |
Item 2(c). |
Citizenship: |
|
Delaware |
Item 2(d). |
Title
of Class of Securities: |
|
Common
Stock |
Item 2(e). |
CUSIP
Number: |
|
L72967109 |
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); |
|
(d) |
¨ |
Investment
company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
|
(e) |
x |
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 (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: |
|
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item
1. |
|
(a) |
Amount
beneficially owned: 2,966,107 |
|
(b) |
Percent
of class: 5.1% |
|
(c) |
Number
of shares as to which the person has: |
|
|
(i) |
Sole
power to vote or to direct the vote: 2,094,483 |
|
|
(ii) |
Shared
power to vote or to direct the vote: 0 |
|
|
(iii) |
Sole
power to dispose or to direct the disposition of: 2,966,107 |
|
|
(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. o |
Item 6. |
Ownership
of More Than Five Percent on Behalf of Another Person: |
|
N/A |
Item 7. |
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: |
|
N/A |
Item 8. |
Identification
and Classification of Members of the Group: |
|
N/A |
Item 9. |
Notice
of Dissolution of Group: |
|
N/A |
Item 10. |
Certifications: |
|
By
signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held
in the ordinary course of business and 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. |
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.
|
Date: |
November 14, 2024 |
|
|
|
|
By: |
/s/ Stephanie Braming |
|
|
|
|
Name: |
Stephanie Braming |
|
|
|
|
Title: |
Partner, Global Head of Investment
Management |
|
|
|
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative
other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on
behalf of such person shall be filed with the statement, Provided, however, that a power of attorney for this purpose which is
already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall
be typed or printed beneath his signature.
Attention: Intentional
misstatements or omissions of fact constitute Federal criminal violations
(see 18 U.S.C. 1001).
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