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    SEC Form SC 13G filed by Enviri Corporation

    11/29/24 4:06:00 PM ET
    $NVRI
    Diversified Commercial Services
    Miscellaneous
    Get the next $NVRI alert in real time by email
    SC 13G 1 tm2429623d1_sc13g.htm SCHEDULE 13G

     

     

    SECURITIES AND EXCHANGE COMMISSION  
       
    Washington, D.C. 20549  
       
       
    SCHEDULE 13G
    (Amendment No. )*
     
    Under the Securities Exchange Act of 1934
     
     
    Enviri Corporation
    (Name of Issuer)
     
     
    Common stock, par value $1.25 per share
    (Title of Class of Securities)
     
     
    415864107
    (CUSIP Number)
     
     
    November 21, 2024
    (Date of Event Which Requires Filing of this Statement)
     

    Check the following box to designate the rule pursuant to which the 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 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. 415864107 SCHEDULE 13G Page 2 of 6

     

    1

    NAMES OF REPORTING PERSONS

    D. E. Shaw & Co., L.P.

     

    2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (SEE INSTRUCTIONS)

    (a) ¨

    (b) ¨

    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

    4,012,339

     

    7

    SOLE DISPOSITIVE POWER

    -0-

     

    8

    SHARED DISPOSITIVE POWER

    4,022,359

     

    9

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    4,022,359

     

    10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
    11

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

    5.0%

     

    12

    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

    IA, PN

     

             
     
     

     

    CUSIP No. 415864107 SCHEDULE 13G Page 3 of 6

     

    1

    NAMES OF REPORTING PERSONS

    David E. Shaw

     

    2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (SEE INSTRUCTIONS)

    (a) ¨

    (b) ¨

    3 SEC USE ONLY
    4

    CITIZENSHIP OR PLACE OF ORGANIZATION

    United States

     

    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON WITH
    5

    SOLE VOTING POWER

    -0-

     

    6

    SHARED VOTING POWER

    4,012,339

     

    7

    SOLE DISPOSITIVE POWER

    -0-

     

    8

    SHARED DISPOSITIVE POWER

    4,022,359

     

    9

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    4,022,359

     

    10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
    11

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

    5.0%

     

    12

    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

    IN

     

             

     

     

     

     

    CUSIP No. 415864107 SCHEDULE 13G Page 4 of 6

     

    Item 1.
      (a) Name of Issuer
          Enviri Corporation
         
      (b) Address of Issuer's Principal Executive Offices
       

      Two Logan Square

      100-120 North 18th Street, 17th Floor,

      Philadelphia, PA 19103

         
    Item 2.
      (a) Name of Person Filing
       

      D. E. Shaw & Co., L.P.

      David E. Shaw

         
      (b) Address of Principal Business Office or, if none, Residence
       

      The business address for each reporting person is:
      Two Manhattan West

      375 Ninth Avenue, 52nd Floor
      New York, NY 10001

         
      (c) Citizenship
       

      D. E. Shaw & Co., L.P. is a limited partnership organized under the laws of the state of Delaware.

      David E. Shaw is a citizen of the United States of America.

         
      (d) Title of Class of Securities
          Common stock, par value $1.25 per share
         
      (e) CUSIP Number
          415864107

     

    Item 3.   If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:
    Not Applicable
     
    Item 4. Ownership

     

    As of November 21, 2024:

     

      (a) Amount beneficially owned:
            D. E. Shaw & Co., L.P.:

    4,022,359 shares

    This is composed of (i) 2,375,430 shares in the name of D. E. Shaw Galvanic Portfolios, L.L.C., (ii) 626,197 shares in the name of D. E. Shaw Oculus Portfolios, L.L.C., (iii) 581,537 shares in the name of D. E. Shaw Valence Portfolios, L.L.C., (iv) 5,100 shares in the name of D. E. Shaw Composite Portfolios, L.L.C., and (v) 434,095 shares under the management of D. E. Shaw Investment Management, L.L.C.

             
            David E. Shaw:

    4,022,359 shares

    This is composed of (i) 2,375,430 shares in the name of D. E. Shaw Galvanic Portfolios, L.L.C., (ii) 626,197 shares in the name of D. E. Shaw Oculus Portfolios, L.L.C., (iii) 581,537 shares in the name of D. E. Shaw Valence Portfolios, L.L.C., (iv) 5,100 shares in the name of D. E. Shaw Composite Portfolios, L.L.C., and (v) 434,095 shares under the management of D. E. Shaw Investment Management, L.L.C.

     

     

     

     

    CUSIP No. 415864107 SCHEDULE 13G Page 5 of 6

     

      (b)  Percent of class:
            D. E. Shaw & Co., L.P.: 5.0%
            David E. Shaw: 5.0%

     

      (c)  Number of shares to which the person has:
        (i) Sole power to vote or to direct the vote:  
            D. E. Shaw & Co., L.P.: -0- shares
            David E. Shaw: -0- shares

     

        (ii) Shared power to vote or to direct the vote:
            D. E. Shaw & Co., L.P.: 4,012,339 shares
            David E. Shaw: 4,012,339 shares

     

        (iii) Sole power to dispose or to direct the disposition of:
            D. E. Shaw & Co., L.P.: -0- shares
            David E. Shaw: -0- shares

     

        (iv) Shared power to dispose or to direct the disposition of:
            D. E. Shaw & Co., L.P.: 4,022,359 shares
            David E. Shaw: 4,022,359 shares

     

    David E. Shaw does not own any shares directly. By virtue of David E. Shaw’s position as President and sole shareholder of D. E. Shaw & Co., Inc., which is the general partner of D. E. Shaw & Co., L.P., which in turn is the investment adviser of D. E. Shaw Oculus Portfolios, L.L.C., D. E. Shaw Valence Portfolios, L.L.C., and D. E. Shaw Composite Portfolios, L.L.C. and the managing member of D. E. Shaw Investment Management, L.L.C. and D. E. Shaw Adviser II, L.L.C., which in turn is the investment adviser of D. E. Shaw Galvanic Portfolios, L.L.C., and by virtue of David E. Shaw’s position as President and sole shareholder of D. E. Shaw & Co. II, Inc., which is the managing member of D. E. Shaw & Co., L.L.C., which in turn is the manager of D. E. Shaw Oculus Portfolios, L.L.C., D. E. Shaw Valence Portfolios, L.L.C., and D. E. Shaw Composite Portfolios, L.L.C. and the managing member of D. E. Shaw Manager II, L.L.C., which in turn is the manager of D. E. Shaw Galvanic Portfolios, L.L.C., David E. Shaw may be deemed to have the shared power to vote or direct the vote of 4,012,339 shares and the shared power to dispose or direct the disposition of 4,022,359 shares, the 4,022,359 shares as described above constituting 5.0% of the outstanding shares, and, therefore, David E. Shaw may be deemed to be the beneficial owner of such shares. David E. Shaw disclaims beneficial ownership of such 4,022,359 shares.

     

    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 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  

     

    Item 10. Certification

    By signing below, each of D. E. Shaw & Co., L.P. and David E. Shaw certify that, to the best of such reporting person’s 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.

     

     

     

     

    CUSIP No. 415864107 SCHEDULE 13G Page 6 of 6

     

    SIGNATURE

     

    After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete, and correct. A Power of Attorney, dated August 1, 2024, granted by David E. Shaw in favor of Daniel R. Marcus, is attached hereto.

     

    Dated: November 29, 2024

     

     

      D. E. Shaw & Co., L.P.
       
      By: /s/ Daniel R. Marcus
        Daniel R. Marcus
        Chief Compliance Officer

     

     

      David E. Shaw
       
      By: /s/ Daniel R. Marcus
        Daniel R. Marcus
        Attorney-in-Fact for David E. Shaw

     

     

     

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