Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]
14 Febrero 2024 - 3:43PM
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)*
Hilton
Grand Vacations Inc.
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
43283X105
(CUSIP Number)
December 31, 2023
(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) |
|
☐ |
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).
CUSIP
No. |
43283X105 |
Page
2 of 9 |
1 |
NAME
OF REPORTING PERSONS
CAS Investment Partners, LLC
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) EIN: 46-0901365 |
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
☐
(b)
☐ |
3 |
SEC USE ONLY
|
|
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware,
United States of America |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: |
5 |
SOLE
VOTING
6,768,920(1) |
|
6 |
SHARED
VOTING POWER
0 |
|
7 |
SOLE
DISPOSITIVE POWER
6,768,920(1) |
|
8 |
SHARED
DISPOSITIVE POWER
0 |
|
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,768,920(1) |
|
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES |
☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.3%(1)(2) |
|
12 |
TYPE
OF REPORTING PERSON
IA,
OO |
|
|
|
|
|
|
| (1) | As
of December 31, 2023, Sosin Master, L.P. (“Sosin Master”) owned
4,630,809 shares of Common Stock of the Issuer and CSWR Partners, L.P. (“CSWR”)
owned 2,138,111 shares of Common Stock of the Issuer. CAS Investment Partners, LLC is
the investment manager of Sosin Master and CSWR and has been fully delegated the power
to vote and dispose or direct the disposition of all the shares of Common Stock owned
by Sosin Master and CSWR. |
| (2) | Based
on a total of 107,984,020 shares outstanding as of October 30, 2023 as set forth in the
Issuer’s most recent Form 10-Q filed on November 6, 2023. |
CUSIP
No. |
43283X105 |
Page
3 of 9 |
1 |
NAME
OF REPORTING PERSONS
Clifford Sosin†
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) EIN: |
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
☐
(b)
☐ |
3 |
SEC
USE ONLY |
|
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: |
5 |
SOLE
VOTING
0 |
|
6 |
SHARED
VOTING POWER
6,768,920(1) |
|
7 |
SOLE
DISPOSITIVE POWER
0 |
|
8 |
SHARED
DISPOSITIVE POWER
6,768,920(1) |
|
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,768,920(1) |
|
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES |
☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.3%(1)(2) |
|
12 |
TYPE
OF REPORTING PERSON
IN;
HC |
|
|
|
|
|
|
| (1) | As
of December 31, 2023, Sosin Master owned 4,630,809 shares of Common Stock of the Issuer
and CSWR owned 2,138,111 shares of Common Stock of the Issuer. CAS Investment Partners,
LLC is the investment manager of Sosin Master and CSWR and has been fully delegated the
power to vote and dispose or direct the disposition of all the shares of Common Stock
owned by Sosin Master and CSWR. Clifford Sosin is the Managing Member of CAS Investment
Partners, LLC. |
| (2) | Based
on a total of 107,984,020 shares outstanding as of October 30, 2023 as set forth in the
Issuer’s most recent 10-Q filed on November 6, 2023. |
†
Mr. Sosin disclaims any beneficial ownership of the shares.
CUSIP
No. |
43283X105 |
Page
4 of 9 |
Item 1(a). |
Name of Issuer: |
Hilton Grand Vacations Inc.
Item 1(b). |
Address of Issuer’s Principal Executive
Offices: |
6355 MetroWest Boulevard, Suite 180, Orlando, FL 32835
Item 2(a). |
Name of Person Filing: |
This Schedule 13G/A is being filed with respect to an aggregate of 6,768,920 shares of Common Stock of the Issuer which are beneficially owned by CAS Investment Partners, LLC as the investment manager of Sosin Master and CSWR with the power to vote and dispose or direct the disposition of all securities owned by Sosin Master and CSWR. CAS Investment Partners, LLC is an investment adviser registered with the Securities Exchange Commission under the Investment Advisers Act of 1940, as amended. Clifford Sosin is the Managing Member of CAS Investment Partners, LLC and disclaims beneficial ownership of any securities covered by this Schedule 13G for the purposes of Section 13(d) or 13(g) of the Act or any other purpose. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purpose of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer.
Item 2(b). |
Address of Principal Business Office or, if
None, Residence: |
575 Lexington Ave, Suite 12-101
New York, NY 10022
See Item 4 on the cover pages hereto.
Item 2(d). |
Title of Class of Securities: |
Common Stock, Par Value $0.01 Per Share (“Common Stock”)
Item 2(e). |
CUSIP Number:
43283X105 |
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: |
|
(a) |
☐ |
Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o). |
|
(b) |
☐ |
Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). |
|
(c) |
☐ |
Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). |
|
(d) |
☐ |
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
|
(e) |
☒ |
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
|
(f) |
☐ |
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
|
(g) |
☒ |
A parent holding company or control person in accordance with §240.13d-1(b)(ii)(G); |
|
(h) |
☐ |
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
|
(i) |
☐ |
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3); |
|
(j) |
☐ |
Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
CUSIP
No. |
43283X105 |
Page
5 of 9 |
Item 4. |
Ownership. |
|
|
|
|
|
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified
in Item 1. |
|
|
|
(a) |
Amount
beneficially owned: |
|
|
See
Item 9 on the cover page(s) hereto. |
|
|
|
|
(b) |
Percent
of class: |
|
|
See
Item 11 on the cover page(s) hereto. |
|
|
|
|
(c) |
Number
of shares as to which such person has: |
|
|
|
|
|
(i) |
Sole
power to vote or to direct the vote: |
|
|
|
See
Item 5 on the cover page(s) hereto. |
|
|
|
|
|
|
(ii) |
Shared
power to vote or to direct the vote: |
|
|
|
See
Item 6 on the cover page(s) hereto. |
|
|
|
|
|
|
(iii) |
Sole
power to dispose or to direct the disposition of: |
|
|
|
See
Item 7 on the cover page(s) hereto. |
|
|
|
|
|
|
(iv) |
Shared
power to dispose or to direct the disposition of 0 |
|
|
|
See
Item 8 on the cover page(s) hereto. |
CUSIP
No. |
43283X105 |
Page
6 of 9 |
Item 5. |
Ownership
of Five 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 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 or Control
Person. |
|
Not
applicable |
|
|
Item 8. |
Identification
and Classification of Members of the Group. |
|
Not
applicable. |
|
|
Item 9. |
Notice
of Dissolution of Group. |
|
Not
applicable |
CUSIP
No. |
43283X105 |
Page
7 of 9 |
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.
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.
|
CAS INVESTMENT PARTNERS, LLC |
|
Date: |
February 14, 2024 |
|
|
|
|
By: |
/s/ Clifford Sosin |
|
Name: |
Clifford Sosin |
|
Title: |
Managing Member |
|
|
|
|
Clifford Sosin |
|
Date: |
February 14, 2024 |
|
|
|
|
/s/ Clifford Sosin |
Page
8 of 9
EXHIBIT
INDEX
Page
9 of 9
EXHIBIT
1
JOINT
ACQUISITION STATEMENT
The
undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and
that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the
necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible
for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained
therein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons,
except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.
|
CAS INVESTMENT PARTNERS, LLC |
|
Date: |
February 14, 2024 |
|
|
|
|
By: |
/s/ Clifford
Sosin |
|
Name: |
Clifford Sosin |
|
Title: |
Managing Member |
|
|
|
|
Clifford
Sosin |
|
Date: |
February 14, 2024 |
|
|
|
|
/s/
Clifford Sosin |
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