Amendment: SEC Form SCHEDULE 13D/A filed by Penske Automotive Group Inc.
$PAG
Retail-Auto Dealers and Gas Stations
Consumer Discretionary
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 13)
|
PENSKE AUTOMOTIVE GROUP, INC. (Name of Issuer) |
Common Stock (Par Value $0.0001 Per Share) (Title of Class of Securities) |
70959W103 (CUSIP Number) |
Mr. Toshiyuki Kojima, GM Light Vehicle Solutions Business Div., Mitsui & Co., Ltd., 2-1 Otemachi 1-chome Chiyoda-ku, Tokyo, M0, 100-8631 81-3-3285-1111 Mr. Harumasa Suzuki, SVP Mitsui & Co. (U.S.A.), Inc., 200 Park Avenue New York, NY, 10166 212-878-4000 Ezra Borut, Esq. Debevoise & Plimpton LLP, 66 Hudson Blvd E New York, NY, 10001 212- 909-6000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/14/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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).
SCHEDULE 13D
|
| CUSIP No. | 70959W103 |
| 1 |
Name of reporting person
Mitsui & Co., Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
JAPAN
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
13,322,205.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
20.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
To the extent that the parties to the Stockholders Agreement may be deemed to constitute a "group" within the meaning of Section 13(d) of the Exchange Act, and the Reporting Persons may be deemed to share beneficial ownership of the shares of Common Stock owned by the other stockholder parties to the Stockholders Agreement, the Reporting Persons expressly disclaim beneficial ownership of any shares of Common Stock held by such other parties.
All percentages are based on 66,168,443 shares of Common Stock issued and outstanding as of April 25, 2025, as set forth in the Issuer's quarterly report on Form 10-Q, filed with the Securities and Exchange Commission (the "SEC") on May 1, 2025.
SCHEDULE 13D
|
| CUSIP No. | 70959W103 |
| 1 |
Name of reporting person
Mitsui & Co. (U.S.A.), Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEW YORK
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
13,322,205.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
20.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
To the extent that the parties to the Stockholders Agreement may be deemed to constitute a "group" within the meaning of Section 13(d) of the Exchange Act, and the Reporting Persons may be deemed to share beneficial ownership of the shares of Common Stock owned by the other stockholder parties to the Stockholders Agreement, the Reporting Persons expressly disclaim beneficial ownership of any shares of Common Stock held by such other parties.
All percentages are based on 66,168,443 shares of Common Stock issued and outstanding as of April 25, 2025, as set forth in the Issuer's quarterly report on Form 10-Q, filed with the Securities and Exchange Commission (the "SEC") on May 1, 2025.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock (Par Value $0.0001 Per Share) | |
| (b) | Name of Issuer:
PENSKE AUTOMOTIVE GROUP, INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
2555 Telegraph Road, Bloomfield Hills,
MICHIGAN
, 48302. | |
Item 1 Comment:
This Amendment No. 13 amends and supplements the statement on Schedule 13D initially filed by the Reporting Persons on April 11, 2003, as amended by Amendment No. 1 filed on April 25, 2003, by Amendment No. 2 filed on February 17, 2004, by Amendment No. 3 filed on March 26, 2004, by Amendment No. 4 filed on January 27, 2006, by Amendment No. 5 filed on September 18, 2006, by Amendment No. 6 filed on February 5, 2010, by Amendment No. 7 filed on July 30, 2013, by Amendment No. 8 filed on October 23, 2017 by Amendment No. 9 filed on March 27, 2018, by Amendment No. 10 filed on December 14, 2018, by Amendment No. 11 filed on March 1, 2019 and by Amendment No. 12 filed on December 21, 2021 (the "Statement"). Information reported in the Statement remains in effect except to the extent that it is amended, restated, superseded or supplemented by information contained in this Amendment No. 13. Capitalized terms used and not defined in this Amendment No. 13 shall have the meanings set forth in the Statement. | ||
| Item 2. | Identity and Background | |
| (c) | Item 2(c) of the Statement is hereby amended and supplemented as follows:
Information with respect to the directors and executive officers of the Reporting Persons set forth in Annex A to the Statement is hereby amended and restated in its entirety as set forth in Annex A to this Amendment No. 13, and is incorporated herein by reference. | |
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of the Statement is hereby amended and supplemented as follows:
The Reporting Persons beneficially own, within the meaning of Rule 13d-3 under the Exchange Act, an aggregate of 13,322,205 shares of Common Stock. The Common Stock owned by the Reporting Persons constitutes approximately 20.1% of the Common Stock issued and outstanding, computed on the basis of 66,168,443 shares of Common Stock issued and outstanding as of April 25, 2025 (as provided in the Company's most recent Form 10-Q). To the Reporting Persons' knowledge, other persons named in Item 2 do not beneficially own, within the meaning of Rule 13d-3 under the Exchange Act, any Common Stock.
To the extent that the parties to the Stockholders Agreement may be deemed to constitute a "group" within the meaning of Section 13(d) of the Exchange Act, and the Reporting Persons may be deemed to share beneficial ownership of the shares of Common Stock owned by the other stockholder parties to the Stockholders Agreement, the Reporting Persons expressly disclaim beneficial ownership of any shares of Common Stock held by such other parties. | |
| (b) | Mitsui Japan and Mitsui USA have the shared power to vote (or to direct the vote) and to dispose (or direct the disposition) of 13,322,205 shares of Common Stock. | |
| (c) | No transactions in the Common Stock were effected during the past sixty days by the Reporting Persons. | |
| (d) | None. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Statement is hereby supplemented as follows:
On May 14, 2025, Mitsui USA and the Company entered into an amended and restated services agreement (the "Services Agreement") governing the terms and conditions of an arrangement whereby Mitsui USA is expected to arrange for an employee of the Reporting Persons to provide certain supporting services from time to time to the Company. A copy of the Services Agreement is filed hereto as Exhibit 31 and is incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 30 Annex A, dated June 27, 2025.
Exhibit 31 Amended & Restated Services Agreement dated as of May 14, 2025, by and among Mitsui USA and the Company (incorporated by reference to Exhibit 10.1 to the Company's Report on Form 8-K filed with the U.S. Securities and Exchange Commission on May 14, 2025).
Exhibit 32 Power of Attorney for Toshiyuki Kojima dated June 24, 2025. | ||
| 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.
|
|
|
|
|
Comments accompanying signature:
* Duly authorized under Power of Attorney filed as Exhibit 32 to the Statement. |