Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
|
STAGWELL INC. (Name of Issuer) |
Class A Common Stock (Title of Class of Securities) |
552697104 (CUSIP Number) |
Hristo Dimitrov Goldman Sachs & Co. LLC, 200 West Street New York, NY, 10282 (212) 902-1000 Katherine M. Krause, Esq. Simpson Thacher & Bartlett LLP, 425 Lexington Avenue New York, NY, 10017 (212) 455-2260 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/08/2025 (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. | 552697104 |
| 1 |
Name of reporting person
The Goldman Sachs Group, 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)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
13,279,932.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, CO |
SCHEDULE 13D
|
| CUSIP No. | 552697104 |
| 1 |
Name of reporting person
Goldman Sachs & Co. LLC | ||||||||
| 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)
WC, AF | ||||||||
| 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
13,279,932.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
BD, IA |
SCHEDULE 13D
|
| CUSIP No. | 552697104 |
| 1 |
Name of reporting person
Broad Street Principal Investments, L.L.C. | ||||||||
| 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)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
12,847,220.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 552697104 |
| 1 |
Name of reporting person
StoneBridge 2017, L.P. | ||||||||
| 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)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
12,847,220.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 552697104 |
| 1 |
Name of reporting person
StoneBridge 2017 Offshore, L.P. | ||||||||
| 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)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
12,847,220.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 552697104 |
| 1 |
Name of reporting person
Bridge Street Opportunity Advisors, L.L.C. | ||||||||
| 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)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
12,847,220.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock | |
| (b) | Name of Issuer:
STAGWELL INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
ONE WORLD TRADE CENTER, FLOOR 65, NEW YORK,
NEW YORK
, 10007. | |
Item 1 Comment:
This Amendment No. 11 (the "Amendment") amends and supplements the Schedule 13D filed by the Reporting Persons on March 15, 2017, as amended and supplemented by Amendment No. 1 filed by the Reporting Persons on March 24, 2017, Amendment No. 2 filed by the Reporting Persons on March 14, 2019, Amendment No. 3 filed by the Reporting Persons on December 23, 2020, Amendment No. 4 filed by the Reporting Persons on April 21, 2021, Amendment No. 5 filed by the Reporting Persons on July 13, 2021, Amendment No. 6 filed by the Reporting Persons on August 4, 2021, Amendment No. 7 filed by the Reporting Persons on November 8, 2021, Amendment No. 8 filed by the Reporting Persons on March 14, 2023, Amendment No. 9 filed by the Reporting Persons on June 8, 2023 and Amendment No. 10 filed by the Reporting Persons on June 17, 2024 (as amended and supplemented by this Amendment, the "Schedule 13D"). Except as specifically provided herein, this Amendment does not modify any of the information previously reported on the Schedule 13D. Capitalized terms not otherwise defined in this Amendment shall have the same meanings ascribed thereto in the Schedule 13D.This Amendment is being filed to disclose that the Reporting Person is no longer the beneficial owner of more than 5% of the Issuer's Class A Shares due to dilution caused by the Issuer's issuance of additional Class A Shares from time to time since the date of the filing of Amendment No. 10. This Amendment constitutes an exit filing of the Reporting Persons, in respect of the Class A Shares previously reported as beneficially owned by the Reporting Persons. | ||
| Item 2. | Identity and Background | |
| (a) | This Amendment amends Item 2 of the Schedule 13D by replacing in their entirety Schedules I, II-A, and II-B, with Schedules I, II-A, and II-B attached hereto as Exhibit 99.1 and incorporated therein by reference. | |
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Items 5(a), 5(b) and 5(e) of the Schedule 13D are hereby amended and restated as follows:The information set forth in the cover pages of this Schedule 13D is hereby incorporated by reference into this Item 5.GS Group and Goldman Sachs may be deemed to share beneficial ownership of 13,279,932 Class A Shares of the Issuer (representing approximately 4.9% of the total number of Class A Shares), which number includes 432,712 Class A Shares acquired by Goldman Sachs or another wholly-owned broker or dealer subsidiary of GS Group in ordinary course trading activities and 12,847,220 Class A Shares directly held by BSPI and the Employee Funds. The other Reporting Persons may be deemed to share beneficial ownership of the 12,847,220 Class A Shares of the Issuer (representing approximately 4.8% of the total number of Class A Shares) directly held by BSPI and the Employee Funds.Calculations of the percentage of Class A Shares beneficially owned are based on (i) 265,743,768 Class A Shares outstanding as of April 2, 2025, as reported by the Issuer in its Periodic Report on Form 8-K filed with the Securities and Exchange Commission on April 2, 2025. | |
| (b) | See Item 5(a) above. | |
| (e) | As described herein, as of the date hereof, none of the Reporting Persons beneficially own more than five percent of the outstanding Class A Shares. | |
| Item 7. | Material to be Filed as Exhibits. | |
This Amendment amends and supplements Item 7 as follows:Exhibit No.Description99.1Schedules I, II-A, and II-B | ||
| 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.
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