Washington, D.C. 20549
(Amendment No. 1)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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).
13G
1
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NAME OF REPORTING PERSONS
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ASP FML Holdings, LLC (See Item 2(a))
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☒
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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
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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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0 (See Item 4)
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6
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SHARED VOTING POWER
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0 (See Item 4)
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7
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SOLE DISPOSITIVE POWER
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0 (See Item 4)
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8
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SHARED DISPOSITIVE POWER
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0 (See Item 4)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0 (See Item 4)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0.0% (See Item 4)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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13G
1
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NAME OF REPORTING PERSONS
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ASP FML Investco, LLC (See Item 2(a))
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☒
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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
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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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0 (See Item 4)
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6
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SHARED VOTING POWER
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0 (See Item 4)
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7
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SOLE DISPOSITIVE POWER
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0 (See Item 4)
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8
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SHARED DISPOSITIVE POWER
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0 (See Item 4)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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13G
1
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NAME OF REPORTING PERSONS
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American Securities Partners V, L.P. (See Item 2(a))
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☒
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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
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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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0 (See Item 4)
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6
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SHARED VOTING POWER
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0 (See Item 4)
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7
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SOLE DISPOSITIVE POWER
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0 (See Item 4)
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8
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SHARED DISPOSITIVE POWER
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0 (See Item 4)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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13G
1
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NAME OF REPORTING PERSONS
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American Securities Partners V(B), L.P. (See Item 2(a))
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☒
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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
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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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0 (See Item 4)
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6
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SHARED VOTING POWER
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0 (See Item 4)
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7
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SOLE DISPOSITIVE POWER
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0 (See Item 4)
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8
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SHARED DISPOSITIVE POWER
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0 (See Item 4)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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13G
1
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NAME OF REPORTING PERSONS
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American Securities Partners V(C), L.P. (See Item 2(a))
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☒
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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
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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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0 (See Item 4)
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6
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SHARED VOTING POWER
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0 (See Item 4)
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7
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SOLE DISPOSITIVE POWER
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0 (See Item 4)
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8
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SHARED DISPOSITIVE POWER
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0 (See Item 4)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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13G
1
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NAME OF REPORTING PERSONS
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ASP FML Co-Invest I, LLC (See Item 2(a))
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☒
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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
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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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0 (See Item 4)
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6
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SHARED VOTING POWER
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0 (See Item 4)
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7
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SOLE DISPOSITIVE POWER
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0 (See Item 4)
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8
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SHARED DISPOSITIVE POWER
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0 (See Item 4)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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13G
1
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NAME OF REPORTING PERSONS
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American Securities Associates V, LLC (See Item 2(a))
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☒
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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
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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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0 (See Item 4)
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6
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SHARED VOTING POWER
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0 (See Item 4)
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7
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SOLE DISPOSITIVE POWER
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0 (See Item 4)
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8
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SHARED DISPOSITIVE POWER
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0 (See Item 4)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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13G
1
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NAME OF REPORTING PERSONS
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American Securities LLC (See Item 2(a))
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☒
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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
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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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0 (See Item 4)
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6
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SHARED VOTING POWER
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0 (See Item 4)
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7
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SOLE DISPOSITIVE POWER
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0 (See Item 4)
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8
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SHARED DISPOSITIVE POWER
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0 (See Item 4)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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13G
1
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NAME OF REPORTING PERSONS
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ASP Manager Corp. (See Item 2(a))
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☒
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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
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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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0 (See Item 4)
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6
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SHARED VOTING POWER
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0 (See Item 4)
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7
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SOLE DISPOSITIVE POWER
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0 (See Item 4)
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8
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SHARED DISPOSITIVE POWER
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0 (See Item 4)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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Covia Holdings Corporation (the “Issuer”)
3 Summit Park Drive, Suite 700
Independence, Ohio 44131
This statement is filed by (i) ASP FML Holdings, LLC (“ASPFML Holdings”), (ii) ASP FML Investco, LLC (“ASPFML Investco”), the owner of a majority of the membership interests in ASPFML Holdings, (iii) American Securities Partners V, L.P., American Securities Partners V(B), L.P., and American
Securities Partners V(C), L.P. (together, the “Sponsors”), and ASP FML Co-Invest I, LLC (“ASPFML Coinvest”),
the owners of a majority of the membership interests in ASPFML Investco, (iv) American Securities Associates V, LLC (“GP”), the general partner of each Sponsor, (v) American
Securities LLC (“ASLLC”), which provides investment advisory services to each Sponsor and to the GP, and (vi) ASP Manager Corp., a wholly owned subsidiary of ASLLC and the
manager of ASPFML Holdings, ASPFML Investco, and ASPFML Coinvest (each a “Reporting Person” and collectively, the “Reporting Persons”).
An agreement among the Reporting Persons that this Schedule 13G, and any subsequent amendments thereto, is filed on behalf of each of them is attached hereto as Exhibit I.
The principal business office of each of the Reporting Persons is c/o American Securities LLC, 299 Park Avenue, 34th Floor, New York, NY 10171.
Each of ASPFML Holdings, ASPFML Investco, ASPFML Coinvest, the GP and ASLLC is a Delaware limited liability company. Each of the Sponsors is a Delaware limited partnership. ASP Manager Corp. is a
Delaware corporation.
Common Stock, $0.01 par value per share, of the Issuer (the “Common Stock”)
22305A103
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution:
(a)-(c) The responses of the Reporting Persons to Rows 5, 6, 7, 8, 9 and 11 in each of their respective cover pages which relate to the beneficial ownership of the Common Stock are incorporated by reference.
As of December 31, 2019, ASPFML Holdings was the direct owner of, and had the power to vote and to dispose or direct the disposition of 0 shares of Common Stock, representing approximately 0.0% of the shares of Common
Stock outstanding. Each of ASPFML Invesco, the Sponsors, ASPFML Coinvest, the GP, ASLLC and ASP Manager Corp. may also be deemed to be the beneficial owners of the shares directly owned by ASPFML Holdings, if any, as a result of their relationship
to ASPFML Holdings.
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 owners of more than five percent of the Common Stock, check the following [_X_].
Not applicable.
Not applicable.
Not applicable.
Not applicable.
Not applicable.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: February 13, 2020
EXHIBIT INDEX