Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]
February 26 2024 - 5:00AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Forum Energy Technologies, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
34984V209
(CUSIP Number)
February 16, 2024
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
¨ Rule 13d-1(b)
x
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 disclosures provided in a prior cover page.
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)
|
CUSIP
No. 34984V209 |
1. |
Names
of Reporting Persons
Slotting RemainCo Limited Partnership |
2. |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
|
(a) |
¨ |
|
(b) |
x |
3. |
SEC
Use Only |
4. |
Citizenship
or Place of Organization
Alberta, Canada |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With: |
5. |
Sole
Voting Power
0 |
6. |
Shared Voting Power
0 |
7. |
Sole Dispositive Power
0 |
8. |
Shared Dispositive Power
0 |
9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person
0 |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
11. |
Percent of Class Represented
by Amount in Row (9)
0% |
12. |
Type of Reporting Person (See Instructions) PN |
|
CUSIP
No. 34984V209 |
1. |
Names
of Reporting Persons
Slotting RemainCo (GP) Inc. |
2. |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
|
(a) |
¨ |
|
(b) |
x |
3. |
SEC
Use Only |
4. |
Citizenship
or Place of Organization
Alberta, Canada |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With: |
5. |
Sole
Voting Power
0 |
6. |
Shared Voting Power
0 |
7. |
Sole Dispositive Power
0 |
8. |
Shared Dispositive Power
0 |
9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person
0 |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
11. |
Percent of Class Represented
by Amount in Row (9)
0% |
12. |
Type of Reporting Person (See Instructions) CO |
|
CUSIP
No. 34984V209 |
1. |
Names
of Reporting Persons
Kevin Nugent |
2. |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
|
(a) |
¨ |
|
(b) |
x |
3. |
SEC
Use Only |
4. |
Citizenship
or Place of Organization
Canada |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With: |
5. |
Sole
Voting Power
0 |
6. |
Shared Voting Power
0 |
7. |
Sole Dispositive Power
0 |
8. |
Shared Dispositive Power
0 |
9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person
0 |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
11. |
Percent of Class Represented
by Amount in Row (9)
0% |
12. |
Type of Reporting Person (See Instructions) IN |
|
CUSIP
No. 34984V209 |
1. |
Names
of Reporting Persons
Charlesbank Capital Partners, LLC |
2. |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
|
(a) |
¨ |
|
(b) |
x |
3. |
SEC
Use Only |
4. |
Citizenship
or Place of Organization
Massachusetts |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With: |
5. |
Sole
Voting Power
528,423 |
6. |
Shared Voting Power
0 |
7. |
Sole Dispositive Power
528,423 |
8. |
Shared Dispositive Power
0 |
9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person
528,423 |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
11. |
Percent of Class Represented
by Amount in Row (9)
4.3%(1) |
12. |
Type of Reporting Person (See Instructions) OO |
| (1) | For purposes of calculating the reporting
person’s beneficial ownership, 12,192,978 shares of common stock of Forum Energy Technologies, Inc.
(“Forum”) are deemed to be outstanding, calculated as (i) 10,192,978 shares
of common stock outstanding as of October 29, 2023, as reported by Forum in its Quarterly
Report on Form 10-Q for the quarterly period ended September 30, 2023, filed with
the Securities Exchange Commission (“SEC”) on November 3, 2023, plus (ii) 2,000,000
shares of common stock issued by Forum on January 4, 2023, as reported by Forum in its
Current Report on Form 8-K, filed with the SEC on January 8, 2024. |
|
CUSIP
No. 34984V209 |
1. |
Names
of Reporting Persons
Charlesbank Equity Fund VIII GP, Limited Partnership |
2. |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
|
(a) |
¨ |
|
(b) |
x |
3. |
SEC
Use Only |
4. |
Citizenship
or Place of Organization
Massachusetts |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With: |
5. |
Sole
Voting Power
528,423 |
6. |
Shared Voting Power
0 |
7. |
Sole Dispositive Power
528,423 |
8. |
Shared Dispositive Power
0 |
9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person
528,423 |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
11. |
Percent of Class Represented
by Amount in Row (9)
4.3%(1) |
12. |
Type of Reporting Person (See Instructions) PN |
| (1) | For purposes of calculating the reporting
person’s beneficial ownership, 12,192,978 shares of common stock of Forum are deemed
to be outstanding, calculated as (i) 10,192,978 shares of common stock outstanding as
of October 29, 2023, as reported by Forum in its Quarterly Report on Form 10-Q
for the quarterly period ended September 30, 2023, filed with the SEC on November 3,
2023, plus (ii) 2,000,000 shares of common stock issued by Forum on January 4,
2023, as reported by Forum in its Current Report on Form 8-K, filed with the SEC on
January 8, 2024. |
|
CUSIP
No. 34984V209 |
1. |
Names
of Reporting Persons
Charlesbank Equity Fund VIII, Limited Partnership |
2. |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
|
(a) |
¨ |
|
(b) |
x |
3. |
SEC
Use Only |
4. |
Citizenship
or Place of Organization
Massachusetts |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With: |
5. |
Sole
Voting Power
528,423 |
6. |
Shared Voting Power
0 |
7. |
Sole Dispositive Power
528,423 |
8. |
Shared Dispositive Power
0 |
9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person
528,423 |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
11. |
Percent of Class Represented
by Amount in Row (9)
4.3%(1) |
12. |
Type of Reporting Person (See Instructions) PN |
| (1) | For purposes of calculating the reporting
person’s beneficial ownership, 12,192,978 shares of common stock of Forum are deemed
to be outstanding, calculated as (i) 10,192,978 shares of common stock outstanding as
of October 29, 2023, as reported by Forum in its Quarterly Report on Form 10-Q
for the quarterly period ended September 30, 2023, filed with the SEC on November 3,
2023, plus (ii) 2,000,000 shares of common stock issued by Forum on January 4,
2023, as reported by Forum in its Current Report on Form 8-K, filed with the SEC on
January 8, 2024. |
|
CUSIP
No. 34984V209 |
1. |
Names
of Reporting Persons
CBDD Investments, LLC |
2. |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
|
(a) |
¨ |
|
(b) |
x |
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
528,423 |
6. |
Shared Voting Power
0 |
7. |
Sole Dispositive Power
528,423 |
8. |
Shared Dispositive Power
0 |
9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person
528,423 |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
11. |
Percent of Class Represented
by Amount in Row (9)
4.3%(1) |
12. |
Type of Reporting Person (See Instructions) OO |
| (1) | For purposes of calculating the reporting
person’s beneficial ownership, 12,192,978 shares of common stock of Forum are deemed
to be outstanding, calculated as (i) 10,192,978 shares of common stock outstanding as
of October 29, 2023, as reported by Forum in its Quarterly Report on Form 10-Q
for the quarterly period ended September 30, 2023, filed with the SEC on November 3,
2023, plus (ii) 2,000,000 shares of common stock issued by Forum on January 4,
2023, as reported by Forum in its Current Report on Form 8-K, filed with the SEC on
January 8, 2024. |
|
CUSIP
No. 34984V209 |
1. |
Names
of Reporting Persons
AI RGL (Luxembourg) S.A.R.L. |
2. |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
|
(a) |
¨ |
|
(b) |
x |
3. |
SEC
Use Only |
4. |
Citizenship
or Place of Organization
Luxembourg |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With: |
5. |
Sole
Voting Power
0 |
6. |
Shared Voting Power
0 |
7. |
Sole Dispositive Power
0 |
8. |
Shared Dispositive Power
0 |
9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person
0 |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
11. |
Percent of Class Represented
by Amount in Row (9)
0% |
12. |
Type of Reporting Person (See Instructions) OO |
|
CUSIP
No. 34984V209 |
1. |
Names
of Reporting Persons
Advent International, L.P. |
2. |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
|
(a) |
¨ |
|
(b) |
x |
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
0 |
6. |
Shared Voting Power
0 |
7. |
Sole Dispositive Power
0 |
8. |
Shared Dispositive Power
0 |
9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person
0 |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
11. |
Percent of Class Represented
by Amount in Row (9)
0% |
12. |
Type of Reporting Person (See Instructions) PN |
|
CUSIP
No. 34984V209 |
1. |
Names
of Reporting Persons
Advent International GP, LLC |
2. |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
|
(a) |
¨ |
|
(b) |
x |
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
0 |
6. |
Shared Voting Power
0 |
7. |
Sole Dispositive Power
0 |
8. |
Shared Dispositive Power
0 |
9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person
0 |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
11. |
Percent of Class Represented
by Amount in Row (9)
0% |
12. |
Type of Reporting Person (See Instructions) OO |
Explanatory Note:
This Amendment No. 1
is being filed jointly by Slotting RemainCo Limited Partnership, Slotting RemainCo (GP) Inc., Kevin Nugent, Charlesbank Capital Partners,
LLC, Charlesbank Equity Fund VIII GP, Limited Partnership, Charlesbank Equity Fund VIII, Limited Partnership, CBDD Investments, LLC,
AI RGL (Luxembourg) S.A.R.L., Advent International, L.P. and Advent International GP, LLC (collectively, the “Reporting Persons”),
and amends and supplements the Schedule 13G filed jointly by the Reporting Persons on January 16, 2024 (the “Original Schedule
13G”). Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported
in the Original Schedule 13G.
This Amendment No.1 is
being filed to disclose that, as of February 16, 2024, each of the Reporting Persons has ceased to be the beneficial owner of more
than five percent of the outstanding shares of common stock of Forum Energy Technologies, Inc. (“Forum”). This Amendment
is the final amendment to the Original Schedule 13G and constitutes an exit filing for the Reporting Persons.
The following items of
the Original Schedule 13G are hereby amended and restated as follows:
Item 4. Ownership.
The information required
by Items 4(a) – (c) is set forth in Rows 5 through 11 of the cover page hereto for each Reporting Person and is
incorporated herein by reference for each such Reporting Person.
Item 5. Ownership of 5 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 five percent
of the class of securities, check the following ⌧.
Item 9. Notice of Dissolution of Group.
Following the distribution by Slotting RemainCo
Limited Partnership to its limited partners on February 16, 2024 of the 881,105 shares of common stock of Forum Energy Technologies, Inc.
directly owned by it and reported in the Original Schedule 13G, the Reporting Persons may no longer be deemed to be members of a “group”
as defined in Rule 13d-5 of the Securities Exchange Act of 1934, as amended. Any further filings with respect to transactions in
the security reported on will be filed, if required, by the Reporting Persons, in their individual capacity.
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.
Dated: February 23, 2024
|
SLOTTING REMAINCO LIMITED PARTNERSHIP, by SLOTTING REMAINCO
(GP) INC., its General Partner |
|
|
|
By: |
/s/ Brad Gamroth |
|
Name: |
Brad Gamroth |
|
Title: |
Chief Financial Officer |
|
SLOTTING REMAINCO (GP) INC. |
|
|
|
|
By: |
/s/ Brad Gamroth |
|
Name: |
Brad Gamroth |
|
Title: |
Chief Financial Officer |
|
By: |
/s/ Kevin Nugent |
|
Name: |
Kevin Nugent |
Signature Page to Schedule 13G Amendment
No. 1 (Regarding Forum Energy Technologies, Inc.)
|
CHARLESBANK CAPITAL PARTNERS, LLC |
|
|
|
By: |
/s/ Jerome McCluskey |
|
Name: |
Jerome McCluskey |
|
Title: |
Managing Director, General Counsel and Chief Compliance Officer |
|
|
|
CHARLESBANK EQUITY FUND VIII GP, LIMITED PARTNERSHIP |
|
|
|
By Charlesbank Capital Partners, LLC, its General Partner |
|
|
|
By: |
/s/ Jerome McCluskey |
|
Name: |
Jerome McCluskey |
|
Title: |
Managing Director, General Counsel and Chief Compliance Officer |
|
|
|
CHARLESBANK EQUITY FUND VIII, LIMITED PARTNERSHIP |
|
|
|
By: |
Charlesbank Equity Fund VIII GP, Limited Partnership, its General
Partner |
|
By: |
Charlesbank Capital Partners, LLC, its General Partner |
|
|
|
By: |
/s/ Jerome McCluskey |
|
Name: |
Jerome McCluskey |
|
Title: |
Managing Director, General Counsel and Chief Compliance Officer |
|
|
|
|
CBDD INVESTMENTS, LLC |
|
|
|
By: |
Charlesbank Equity Fund VIII, Limited Partnership, its Manager |
|
By: |
Charlesbank Equity Fund VIII GP, Limited Partnership, its General
Partner |
|
By: |
Charlesbank Capital Partners, LLC, its General Partner |
|
|
|
By: |
/s/ Jerome McCluskey |
|
Name: |
Jerome McCluskey |
|
Title: |
Managing Director, General Counsel and Chief Compliance Officer |
Signature Page to
Schedule 13G Amendment No. 1 (Regarding Forum Energy Technologies, Inc.)
|
AI RGL (LUXEMBOURG) S.A.R.L. |
|
|
|
By: |
/s/ Shanshan Ji |
|
Name: |
Shanshan Ji |
|
Title: |
Manager |
|
By: |
/s/ Frederic Francesconi |
|
Name: |
Frederic Francesconi |
|
Title: |
Manager |
|
ADVENT INTERNATIONAL, L.P., By Advent International GP, LLC, its General Partner |
|
|
|
By: |
/s/ Ben Scotto |
|
Name: |
Ben Scotto |
|
Title: |
Vice President, Deputy Chief Financial Officer, Assistant Treasurer |
|
ADVENT INTERNATIONAL GP, LLC |
|
|
|
By: |
/s/ Ben Scotto |
|
Name: |
Ben Scotto |
|
Title: |
Vice President, Deputy Chief Financial Officer, Assistant Treasurer |
Signature Page to Schedule 13G Amendment
No. 1 (Regarding Forum Energy Technologies, Inc.)
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