Statement of Ownership (sc 13g)
12 Februar 2015 - 10:16PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Catalent,
Inc.
(Name of Issuer)
Common Stock
(Title of
Class of Securities)
148806102
(CUSIP Number)
December
31, 2014
(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)
¨ Rule 13d-1(c)
x 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 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. 148806102 |
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Schedule 13G |
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Page 1 of 11 |
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| 1 |
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NAMES OF
REPORTING PERSONS Genstar IV GP LLC |
| 2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ¨ (b) ¨ |
| 3 |
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SEC USE ONLY
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| 4 |
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CITIZEN OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH |
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5 |
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SOLE VOTING POWER
0 |
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6 |
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SHARED VOTING POWER
7,044,901 |
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7 |
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SOLE DISPOSITIVE POWER
0 |
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8 |
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SHARED DISPOSITIVE POWER
7,044,901 |
| 9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,044,901 |
| 10 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES Not Applicable |
| 11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9 5.7% |
| 12 |
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TYPE OF REPORTING PERSON
OO (Limited Liability Company) |
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| CUSIP No. 148806102 |
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Schedule 13G |
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Page 2 of 11 |
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| 1 |
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NAMES OF
REPORTING PERSONS Genstar Capital IV, L.P. |
| 2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ¨ (b) ¨ |
| 3 |
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SEC USE ONLY
|
| 4 |
|
CITIZEN OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH |
|
5 |
|
SOLE VOTING POWER
0 |
|
6 |
|
SHARED VOTING POWER
7,044,901 |
|
7 |
|
SOLE DISPOSITIVE POWER
0 |
|
8 |
|
SHARED DISPOSITIVE POWER
7,044,901 |
| 9 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,044,901 |
| 10 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES Not Applicable |
| 11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9 5.7% |
| 12 |
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TYPE OF REPORTING PERSON
PN |
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| CUSIP No. 148806102 |
|
Schedule 13G |
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Page 3 of 11 |
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| 1 |
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NAMES OF
REPORTING PERSONS Genstar Capital Partners IV, L.P. |
| 2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ¨ (b) ¨ |
| 3 |
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SEC USE ONLY
|
| 4 |
|
CITIZEN OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH |
|
5 |
|
SOLE VOTING POWER
0 |
|
6 |
|
SHARED VOTING POWER
7,044,901 |
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7 |
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SOLE DISPOSITIVE POWER
0 |
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8 |
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SHARED DISPOSITIVE POWER
7,044,901 |
| 9 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,044,901 |
| 10 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES Not Applicable |
| 11 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9 5.7% |
| 12 |
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TYPE OF REPORTING PERSON
PN |
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| CUSIP No. 148806102 |
|
Schedule 13G |
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Page 4 of 11 |
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| 1 |
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NAMES OF
REPORTING PERSONS Genstar Phoenix Holdings, LLC |
| 2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ¨ (b) ¨ |
| 3 |
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SEC USE ONLY
|
| 4 |
|
CITIZEN OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH |
|
5 |
|
SOLE VOTING POWER
0 |
|
6 |
|
SHARED VOTING POWER
7,044,901 |
|
7 |
|
SOLE DISPOSITIVE POWER
0 |
|
8 |
|
SHARED DISPOSITIVE POWER
7,044,901 |
| 9 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,044,901 |
| 10 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES Not Applicable |
| 11 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9 5.7% |
| 12 |
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TYPE OF REPORTING PERSON
OO (Limited Liability Company) |
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| CUSIP No. 148806102 |
|
Schedule 13G |
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Page 5 of 11 |
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| 1 |
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NAMES OF
REPORTING PERSONS Jean-Pierre L. Conte |
| 2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ¨ (b) ¨ |
| 3 |
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SEC USE ONLY
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| 4 |
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CITIZEN OR PLACE OF ORGANIZATION
U.S. |
| NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH |
|
5 |
|
SOLE VOTING POWER
0 |
|
6 |
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SHARED VOTING POWER
7,044,901 |
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7 |
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SOLE DISPOSITIVE POWER
0 |
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8 |
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SHARED DISPOSITIVE POWER
7,044,901 |
| 9 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,044,901 |
| 10 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES Not Applicable |
| 11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9 5.7% |
| 12 |
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TYPE OF REPORTING PERSON
IN |
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| CUSIP No. 148806102 |
|
Schedule 13G |
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Page 6 of 11 |
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| 1 |
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NAMES OF
REPORTING PERSONS Robert Weltman |
| 2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ¨ (b) ¨ |
| 3 |
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SEC USE ONLY
|
| 4 |
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CITIZEN OR PLACE OF ORGANIZATION
U.S. |
| NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH |
|
5 |
|
SOLE VOTING POWER
0 |
|
6 |
|
SHARED VOTING POWER
7,044,901 |
|
7 |
|
SOLE DISPOSITIVE POWER
0 |
|
8 |
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SHARED DISPOSITIVE POWER
7,044,901 |
| 9 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,044,901 |
| 10 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES Not Applicable |
| 11 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9 5.7% |
| 12 |
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TYPE OF REPORTING PERSON
IN |
| ITEM 1. |
(a) Name of Issuer: |
Catalent, Inc.
(b) Address of Issuer’s Principal Executive Offices:
14 Schoolhouse Road
Somerset,
New Jersey 08873
| ITEM 2. |
(a) Name of Person Filing: |
Genstar IV GP LLC
Genstar Capital IV, L.P.
Genstar Capital Partners IV, L.P.
Genstar Phoenix Holdings, LLC
Jean-Pierre L. Conte
Robert
Weltman
(b) Address or Principal Business Office:
c/o Genstar Capital, L.P.
Four
Embarcadero Center, Suite 1900
San Francisco, CA 94111
(c) Citizenship of each Reporting Person is:
Genstar IV GP LLC and Genstar Phoenix Holdings, LLC are Delaware limited liability companies. Genstar Capital IV, L.P. and Genstar Capital
Partners IV, L.P. are Delaware limited partnerships. Mr. Conte and Mr. Weltman are U.S. citizens.
(d) Title of Class of
Securities:
Common stock, no par value per share (“Common Stock”)
(e) CUSIP Number:
148806102
Not applicable.
Ownership (a-c)
The information regarding ownership as set for the in Items 5-9 of pages 2-6 hereto is hereby incorporated by reference.
Genstar Phoenix Holdings, LLC directly holds 7,044,901 shares of Common Stock. Genstar Capital Partners IV, L.P. is the Manager of Genstar
Phoenix Holdings, LLC. The sole general partner of Genstar Capital Partners IV, L.P. is Genstar Capital IV, L.P. The sole general partner of Genstar Capital IV, L.P. is Genstar IV GP LLC. The members of Genstar IV GP LLC are Jean-Pierre L. Conte and
Robert Weltman. Each of Genstar Capital Partners IV, L.P., Genstar Capital IV, L.P., Genstar IV GP LLC and Messrs. Conte and Weltman disclaims beneficial ownership of the shares of Common Stock directly held by Genstar Phoenix Holdings, LLC.
| ITEM 5. |
Ownership of Five Percent or Less of a Class |
Not applicable.
| ITEM 6. |
Ownership of More than Five Percent on Behalf of Another Person |
Not applicable.
| ITEM 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company |
Not applicable.
| ITEM 8. |
Identification and Classification of Members of the Group |
Not applicable.
| ITEM 9. |
Notice of Dissolution of Group |
Not applicable.
Not applicable.
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 12, 2015
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| GENSTAR PHOENIX HOLDINGS, LLC, a
Delaware limited liability company |
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| By: |
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Genstar Capital Partners IV, L.P. |
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Its Manager |
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| By: |
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Genstar Capital IV, L.P. |
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Its General Partner |
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| By: |
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Genstar IV GP LLC |
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Its General Partner |
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| By: |
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/s/ Jean-Pierre L. Conte |
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Jean-Pierre L. Conte, Managing Director |
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| GENSTAR CAPITAL PARTNERS IV, L.P., a
Delaware limited partnership |
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| By: |
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Genstar Capital IV, L.P. |
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Its General Partner |
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| By: |
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Genstar IV GP LLC |
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Its General Partner |
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| By: |
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/s/ Jean-Pierre L. Conte |
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Jean-Pierre L. Conte, Managing Director |
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| GENSTAR CAPITAL IV, L.P., a Delaware
limited partnership |
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| By: |
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Genstar IV GP LLC |
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Its General Partner |
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| By: |
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/s/ Jean-Pierre L. Conte |
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Jean-Pierre L. Conte, Managing Director |
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| GENSTAR IV GP LLC, a Delaware limited
liability company |
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| By: |
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/s/ Jean-Pierre L. Conte |
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Jean-Pierre L. Conte, Managing Director |
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| JEAN-PIERRE L. CONTE |
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| /s/ Jean-Pierre L. Conte |
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| ROBERT WELTMAN |
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| /s/ Robert Weltman |
LIST OF EXHIBITS
|
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| Exhibit No. |
|
Description |
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| 99 |
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Joint Filing Agreement. |
Exhibit 99
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the
joint filing with each other on behalf of each of them of such a statement on Schedule 13G with respect to the common stock beneficially owned by each of them of Catalent, Inc. This Joint Filing Agreement shall be included as an Exhibit to such
Schedule 13G.
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 12th day of February, 2015.
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| GENSTAR PHOENIX HOLDINGS, LLC, a
Delaware limited liability company |
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| By: |
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Genstar Capital Partners IV, L.P. |
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Its Manager |
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| By: |
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Genstar Capital IV, L.P. |
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Its General Partner |
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| By: |
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Genstar IV GP LLC |
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Its General Partner |
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| By: |
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/s/ Jean-Pierre L. Conte |
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Jean-Pierre L. Conte, Managing Director |
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| GENSTAR CAPITAL PARTNERS IV, L.P., a
Delaware limited partnership |
|
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| By: |
|
Genstar Capital IV, L.P. |
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Its General Partner |
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| By: |
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Genstar IV GP LLC |
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Its General Partner |
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| By: |
|
/s/ Jean-Pierre L. Conte |
|
|
Jean-Pierre L. Conte, Managing Director |
|
| GENSTAR CAPITAL IV, L.P., a Delaware
limited partnership |
|
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| By: |
|
Genstar IV GP LLC |
|
|
Its General Partner |
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| By: |
|
/s/ Jean-Pierre L. Conte |
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|
Jean-Pierre L. Conte, Managing Director |
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| GENSTAR IV GP LLC, a Delaware limited
liability company |
|
|
| By: |
|
/s/ Jean-Pierre L. Conte |
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|
Jean-Pierre L. Conte, Managing Director |
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| JEAN-PIERRE L. CONTE |
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| /s/ Jean-Pierre L. Conte |
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| ROBERT WELTMAN |
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| /s/ Robert Weltman |
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