Item 1(a)
|
Name of Issuer:
|
The name of the issuer is Colfax Corporation, a Delaware corporation (the Issuer).
Item 1(b)
|
Address of Issuers Principal Executive Offices:
|
The principal executive office of the Issuer is 420 National Business Parkway, 5th Floor, Annapolis Junction, MD 20701.
Item 2(a)
|
Name of Person Filing:
|
This Schedule is being filed by Mitchell P. Rales (the Reporting Person).
Item 2(b)
|
Address of Principal Business Office, or, if None, Residence:
|
The principal business address of the Reporting Person is 11790 Glen Road, Potomac, MD 20854.
The Reporting Person is a citizen of the United States of America.
Item 2(d)
|
Title of Class of Securities:
|
This Schedule 13G/A relates to the common stock of the Issuer, par value $0.001 per share (the Common Stock).
The CUSIP Number of the Common Stock is 194014106.
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:
|
N/A
As of December 31, 2019, the total number of shares of Common Stock beneficially owned by the Reporting Person is 10,257,859. 2,010,507 shares of Common
Stock are held directly by the Reporting Person, 6,000,000 shares are held by limited liability companies of which the Reporting Person is the trustee of the sole member, 679,264 shares are held by the Mitchell P. Rales Family Trust, of which the
Reporting Person is the trustee, and 28,700 shares are held in trust for his daughters, of which the Reporting Person is the trustee. The Reporting Person also holds 400,000 Tangible Equity Units (TEUs) of the Issuer, each of which is
comprised of (i) a prepaid stock purchase contract and (ii) a senior amortizing note due January 15, 2022. The prepaid stock purchase contracts, which may be settled at any time by the Reporting Person, provide the Reporting Person
the right to acquire shares of Common Stock. If a prepaid stock purchase contract is settled on or prior to January 15, 2021, the Reporting Person will receive 3.8 shares of common stock per contract. If a prepaid stock purchase contract is
settled after January 15, 2021 but on or prior to the second trading day prior to January 15, 2022, the Reporting Person will receive 4 shares of common stock per contract. Each prepaid stock purchase contract may be settled at any time by
the Reporting Person and in some circumstances may be redeemed by the Issuer. If not earlier settled or redeemed, on January 15, 2022 the prepaid stock purchase contracts will be settled automatically and each holder will receive not less than
4 shares of common stock per contract and not more than 4.8054 shares of common stock per contract, based on the applicable settlement rate and applicable market value of the common stock at settlement. In addition, 19,388 shares are held by Capital
Yield Corporation. The Reporting Person is a 50% stockholder in Capital Yield Corporation. The Reporting Person disclaims beneficial ownership of the shares held by Capital Yield Corporation to the extent that they are beneficially owned by the
other 50% stockholder (Steven M. Rales).
|
(a)
|
Amount beneficially owned: 10,257,8591
|
|
(b)
|
Percent of class: 8.6%
|
|
(c)
|
Number of shares as to which the person has:
|
|
(i)
|
Sole power to vote or to direct the vote: 10,238,4711
|
|
(ii)
|
Shared power to vote or to direct the vote: 19,388
|
|
(iii)
|
Sole power to dispose or to direct the disposition of:
10,238,4711
|
|
(iv)
|
Shared power to dispose or to direct the disposition of: 19,388
|
1
|
The number of shares of Common Stock underlying the Reporting Persons TEUs is based on the amount that
may be acquired if the prepaid stock purchase contracts were settled prior to January 15, 2021. The actual number of shares the Reporting Person may acquire will depend on when the prepaid stock purchase contracts are settled.
|
Item 5
|
Ownership of Five Percent or Less of a Class.
|
N/A