Amended Statement of Ownership (sc 13g/a)
February 14 2020 - 3:23PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13G/A
Under the
Securities Exchange Act of 1934
(Amendment No. 2)*
MAXWELL TECHNOLOGIES,
INC.
(Name
of Issuer)
Common Stock
(Title
of Class of Securities)
577767106
(CUSIP
Number)
December
31, 2019
(Date
of Event Which Requires Filing of this Statement)
Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
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o
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Rule 13d-1(b)
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x
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Rule 13d-1(c)
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o
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Rule 13d-1(d)
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*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).
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CUSIP
No. 577767106
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1.
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Names
of Reporting Persons
MAK Capital One L.L.C.
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2.
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Check the Appropriate
Box if a Member of a Group (See Instructions)
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(a)
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x
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(b)
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o
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3.
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SEC
Use Only
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4.
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Citizenship
or Place of Organization
Delaware
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Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole
Voting Power
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6.
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Shared
Voting Power
-0-
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7.
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Sole
Dispositive Power
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8.
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Shared
Dispositive Power
-0-
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
-0-
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
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11.
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Percent
of Class Represented by Amount in Row (9)
0.00%
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12.
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Type
of Reporting Person (See Instructions)
IA
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CUSIP
No. 577767106
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1.
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Names
of Reporting Persons
Michael A. Kaufman
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2.
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Check the Appropriate
Box if a Member of a Group (See Instructions)
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(a)
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x
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(b)
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o
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3.
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SEC
Use Only
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4.
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Citizenship
or Place of Organization
United States
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Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole
Voting Power
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6.
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Shared
Voting Power
-0-
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7.
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Sole
Dispositive Power
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8.
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Shared
Dispositive Power
-0-
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
-0-
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
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11.
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Percent
of Class Represented by Amount in Row (9)
0.00%
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12.
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Type
of Reporting Person (See Instructions)
IN
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CUSIP
No. 577767106
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1.
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Names
of Reporting Persons
MAK Capital Fund LP
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2.
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Check the Appropriate
Box if a Member of a Group (See Instructions)
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(a)
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x
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(b)
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o
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3.
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SEC
Use Only
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4.
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Citizenship
or Place of Organization
Bermuda
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Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole
Voting Power
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6.
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Shared
Voting Power
-0-
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7.
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Sole
Dispositive Power
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8.
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Shared
Dispositive Power
-0-
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
-0-
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
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11.
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Percent
of Class Represented by Amount in Row (9)
0.00%
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12.
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Type
of Reporting Person (See Instructions)
PN
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Item 1.
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(a)
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Name
of Issuer
MAXWELL TECHNOLOGIES, INC.
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(b)
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Address
of Issuer’s Principal Executive Offices
3888 CALLE FORTUNADA, SAN DIEGO, CA 92123
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Item 2.
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(a)
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Name of Person Filing
The names of the persons filing this statement on Schedule 13G are:
i. MAK
Capital One L.L.C. (“MAK Capital”);
ii. Michael
A. Kaufman (“Mr. Kaufman”); and
iii. MAK Capital Fund LP (“MAK Fund” and with MAK Capital and Mr. Kaufman collectively, the
“Reporting Persons”).
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(b)
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Address
of Principal Business Office or, if none, Residence
The principal business address of (i) MAK Capital and Mr. Kaufman is 590 Madison Avenue, Suite 2401, New York,
NY 10022; and (ii) MAK Fund is c/o Wakefield Quin, Victoria Place, 31 Victoria Street, Bermuda.
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(c)
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Citizenship
MAK Capital is a Delaware limited liability company.
Mr. Kaufman is a United States
citizen.
MAK Fund is a Bermuda limited
partnership.
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(d)
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Title
of Class of Securities
Common Stock
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(e)
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CUSIP
Number
577767106
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Item
3.
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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:
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(a)
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o
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Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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o
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Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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o
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Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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o
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Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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A
parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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o
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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);
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(j)
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o
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A
non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J);
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(k)
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o
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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:____________________________
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Item 4.
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Ownership
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Provide the following
information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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(a)
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Amount
beneficially owned:
-0-
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(b)
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Percent
of class:
0.00%
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(c)
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Number of shares as to
which the person has:
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(i)
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Sole
power to vote or to direct the vote
Not applicable.
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(ii)
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Shared
power to vote or to direct the vote
Mr. Kaufman,
MAK Fund and MAK Capital have shared power to vote or direct the vote of the shares owned by MAK Fund.
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(iii)
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Sole
power to dispose or to direct the disposition of
Not applicable.
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(iv)
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Shared
power to dispose or to direct the disposition of
Mr. Kaufman,
MAK Fund and MAK Capital have shared power to dispose or direct the disposition of shares owned by MAK Fund.
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Item 5.
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Ownership
of Five Percent or Less of a Class
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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 five percent of the class of securities, check the following x.
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Item 6.
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Ownership
of More than Five Percent on Behalf of Another Person
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Not applicable.
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control
Person
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Not applicable.
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Item 8.
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Identification
and Classification of Members of the Group
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Not applicable.
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Item 9.
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Notice of
Dissolution of Group
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Not applicable.
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Item 10.
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Certification
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By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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, other than
activities solely in connection with a nomination under § 240.14a-11.
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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: February 14, 2020
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MAK CAPITAL ONE L.L.C.
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By:
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/s/ Michael A. Kaufman
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Michael
A. Kaufman,
Managing Member
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/s/ Michael A. Kaufman
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MICHAEL
A. KAUFMAN
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MAK CAPITAL FUND LP
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By:
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MAK GP LLC, general partner
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By:
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/s/ Michael A. Kaufman
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Michael
A. Kaufman,
Managing Member
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ATTENTION
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Intentional
misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
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