Amended Statement of Ownership (sc 13g/a)
February 10 2023 - 3:01PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange
Act of 1934
(Amendment No. 1)*
Ferroglobe
PLC
(Name
of Issuer)
Ordinary Shares, $0.01 nominal
value per share
(Title
of Class of Securities)
G33856108
(CUSIP
Number)
December 31, 2022
(Date
of event which requires filing of this statement)
Check the appropriate box
to designate the rule pursuant to which this Schedule 13G is filed:
| x | Rule 13d-1(b) |
| ¨ | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
(Page 1 of 7 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 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. G33856108
|
13G/A |
Page 2
of 7 Pages |
| 1 |
NAMES
OF REPORTING PERSONS
Rubric Capital Management LP
|
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
¨
(b) ¨ |
| 3 |
SEC
USE ONLY
|
| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
State of Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE
VOTING POWER
0 |
| 6 |
SHARED
VOTING POWER
3,232,762
Ordinary Shares |
| 7 |
SOLE
DISPOSITIVE POWER
0 |
| 8 |
SHARED
DISPOSITIVE POWER
3,232,762 Ordinary Shares |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,232,762 Ordinary Shares |
| 10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.73% |
| 12 |
TYPE
OF REPORTING PERSON
PN, IA |
| |
|
|
|
CUSIP
No. G33856108
|
13G/A |
Page 3
of 7 Pages |
| 1 |
NAMES
OF REPORTING PERSONS
David Rosen
|
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
¨
(b) ¨ |
| 3 |
SEC
USE ONLY
|
| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States of America |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE
VOTING POWER
0 |
| 6 |
SHARED
VOTING POWER
3,232,762
Ordinary Shares |
| 7 |
SOLE
DISPOSITIVE POWER
0 |
| 8 |
SHARED
DISPOSITIVE POWER
3,232,762 Ordinary Shares |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,232,762 Ordinary Shares |
| 10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.73% |
| 12 |
TYPE
OF REPORTING PERSON
IN |
| |
|
|
|
CUSIP
No. G33856108
|
13G/A |
Page 4
of 7 Pages |
| Item 1(a). |
NAME OF ISSUER: |
| |
|
| |
The name of the issuer is Ferroglobe PLC (the "Issuer"). |
| Item 1(b). |
ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: |
| |
|
| |
The Issuer's principal executive offices are located at 5 Fleet
Place, London, United Kingdom, EC4M7RD |
| Item 2(a). |
NAME OF PERSON FILING: |
| |
|
| |
This statement is filed by: |
| |
|
| |
(i) |
Rubric Capital Management LP ("Rubric Capital"), the investment adviser
to certain investment funds and/or accounts (collectively, the "Rubric Funds") that hold the Ordinary Shares (as
defined in Item 2(d) below) reported herein; and |
| |
|
|
| |
(ii) |
David Rosen ("Mr. Rosen"), Managing Member of Rubric Capital Management GP LLC,
the general partner of Rubric Capital. |
| |
|
|
| |
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting
Persons." |
| |
|
| |
The filing of this statement should not be construed as an admission that any of the
forgoing persons or any Reporting Person is, for the purposes of Section 13 of the Act, the beneficial owner of the Shares reported
herein. |
| Item 2(b). |
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: |
| |
|
| |
The address of the principal business office of each of the Reporting Persons is 155 East 44th St,
Suite 1630, New York, NY 10017. |
| Item 2(c). |
CITIZENSHIP: |
| |
|
| |
Rubric Capital is a Delaware limited partnership. Mr. Rosen is a citizen of the
United States of America. |
| Item 2(d). |
TITLE OF CLASS OF SECURITIES: |
| |
|
| |
Ordinary Shares, $0.01 nominal value per share (the "Ordinary Shares"). |
| Item 2(e). |
CUSIP NUMBER: |
| |
|
| |
G33856108 |
CUSIP
No. G33856108
|
13G/A |
Page 5
of 7 Pages |
| Item 3. |
IF THIS STATEMENT IS FILED PURSUANT TO RULES
13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: |
| |
(a) |
¨ |
Broker or dealer registered
under Section 15 of the Act, |
| |
(b) |
¨ |
Bank as defined in Section 3(a)(6)
of the Act, |
| |
(c) |
¨ |
Insurance Company as defined
in Section 3(a)(19) of the Act, |
| |
(d) |
¨ |
Investment Company registered under
Section 8 of the Investment Company Act of 1940, |
| |
(e) |
x |
An investment adviser in accordance
with Rule 13d-1(b)(1)(ii)(E); |
| |
(f) |
¨ |
Employee Benefit Plan or Endowment
Fund in accordance with Rule 13d-1(b)(1)(ii)(F), |
| |
(g) |
x |
Parent Holding Company or control person
in accordance with Rule 13d-1(b)(1)(ii)(G), |
| |
(h) |
¨ |
Savings Association as defined in Section
3(b) of the Federal Deposit Insurance Act, |
| |
(i) |
¨ |
A church plan that is excluded from
the definition of an investment company under Section 3(c)(14) of the Investment Company Act; |
| |
(j) |
¨ |
A non-U.S. institution in accordance
with Rule 13d-1(b)(1)(ii)(J); |
| |
(k) |
¨ |
Group, in accordance with Rule 13d-1(b)(1)(ii)(K). |
| |
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J),
please specify the type of institution:____________________________________________ |
| Item 4. |
OWNERSHIP. |
| |
|
| |
The information required by Items 4(a) - (c) is set forth in Rows
5 - 11 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
The percentage set forth in Row (11) of the cover page for each
of the Reporting Persons is based on the 187,313,460 Ordinary Shares outstanding as
of December 31, 2021, as disclosed in the Issuer's Annual Report on Form 20-F for the fiscal year ended December 31, 2021 filed with
the Securities and Exchange Commission on May 2, 2022. |
| 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 Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following:
x |
| Item 6. |
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF
OF ANOTHER PERSON. |
| |
|
| |
See Item 2. |
| Item 7. |
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. |
| |
|
| |
Not applicable. |
CUSIP
No. G33856108
|
13G/A |
Page 6
of 7 Pages |
| Item 8. |
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. |
| |
|
| |
Not applicable. |
| Item 9. |
NOTICE OF DISSOLUTION OF GROUP. |
| |
|
| |
Not applicable. |
| |
Each of the Reporting Persons hereby makes the following certification: |
| |
|
| |
By signing below the Reporting Person certifies that, to the best of its 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. |
CUSIP
No. G33856108
|
13G/A |
Page 7
of 7 Pages |
SIGNATURES
After reasonable inquiry and
to the best of our knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true,
complete and correct.
| DATED:
February 10, 2023 |
|
| |
|
| RUBRIC
CAPITAL MANAGEMENT LP |
|
| |
|
| By:
|
/s/
Michael Nachmani |
|
| Name:
Michael Nachmani |
|
| Title:
Chief Operating Officer |
|
| |
|
| /s/
David Rosen |
|
| DAVID
ROSEN |
|
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