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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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Essential Utilities, Inc. (Name of Issuer) |
Common Stock, par value $0.50 per share (Title of Class of Securities) |
03836W103 (CUSIP Number) |
Patrice Walch-Watson Canada Pension Plan Investment Board, One Queen Street East, Suite 2500 Toronto, Ontario, Z4, M5C 2W5 (416) 868-4075 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/03/2025 (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
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| CUSIP No. | 03836W103 |
| 1 |
Name of reporting person
Canada Pension Plan Investment Board | ||||||||
| 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)
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| 6 | Citizenship or place of organization
CANADA (FEDERAL LEVEL)
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
11,661,095.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
4.16 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Item 13 is calculated based on 280,337,601 shares of common stock, par value $0.50 per share (the "Common Stock") of Essential Utilities, Inc. (formerly known as Aqua America, Inc.), a Pennsylvania corporation (the "Issuer"), outstanding as of April 25, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission (the "SEC") on May 12, 2025 (the "Form 10-Q").
SCHEDULE 13D
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| CUSIP No. | 03836W103 |
| 1 |
Name of reporting person
CPP Investment Board PMI-2 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
CANADA (FEDERAL LEVEL)
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
11,661,095.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.16 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Item 13 is calculated based on 280,337,601 shares of Common Stock of the Issuer outstanding as of April 25, 2025, as reported in the Form 10-Q.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.50 per share | |
| (b) | Name of Issuer:
Essential Utilities, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
762 W. Lancaster Avenue, Bryn Mawr,
PENNSYLVANIA
, 19010. | |
Item 1 Comment:
This Amendment No. 2 to Schedule 13D (this "Amendment No. 2") amends and supplements the statement on Schedule 13D filed with the SEC on March 24, 2020, as amended by Amendment No. 1 to Schedule 13D filed with the SEC on November 8, 2024 (as so amended and as further amended by this Amendment No. 2, the "Statement"), relating to the Common Stock of the Issuer. This Amendment No. 2 is being filed to disclose a reduction in the Reporting Persons' beneficial ownership of the Common Stock of the Issuer. Because the Reporting Persons no longer beneficially own greater than 5% of the Issuer's outstanding Common Stock, this Amendment No. 2 is the final amendment to the Statement and is an exit filing for the Reporting Persons.
Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Statement. | ||
| Item 2. | Identity and Background | |
| (a) | The disclosure in the fourth and fifth paragraphs of Item 2 of the Statement is hereby replaced as follows:
In accordance with the provisions of General Instructions C to Schedule 13D, as of [*], 2025, information concerning the name, business address, principal occupation and citizenship of each executive officer, director and controlling person, as applicable, of the Reporting Persons (collectively, the "Covered Persons"), as required by Item 2 of Schedule 13D, is provided on Schedule 1 (attached as Exhibit 99.1 hereto) and is incorporated by reference herein. | |
| (b) | See Item 2(a) above, which is incorporated by reference herein. | |
| (c) | See Item 2(a) above, which is incorporated by reference herein. | |
| (d) | Neither of the Reporting Persons nor, to the Reporting Persons' knowledge, any Covered Person has during the last five years been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | Neither of the Reporting Persons nor, to the Reporting Persons' knowledge, any Covered Person has during the last five years been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | See Item 2(a) above, which is incorporated by reference herein. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Statement is hereby amended and supplemented as follows:
The disclosure regarding the Block Sale in Item 4 is incorporated by reference herein. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Statement is hereby amended and supplemented as follows:
On June 3, 2025, the Reporting Persons sold an aggregate of 10,000,000 shares of Common Stock in an unregistered block sale transaction pursuant to Rule 144 under the Securities Act of 1933, as amended, at a net price per share of $37.0081 (the "Block Sale").
The Block Sale was consummated as part of the Reporting Persons' normal course evaluation of their investment. The Reporting Persons intend to monitor and evaluate their investment on an ongoing basis and expect to regularly review and consider alternative ways of maximizing their return on such investment. Subject to the Shareholders Agreement, market conditions, valuations, regulatory approvals and any other approvals, the Reporting Persons may acquire additional shares of Common Stock or dispose of shares of Common Stock in open market transactions, privately negotiated transactions or otherwise.
Subject to the Shareholders Agreement, market conditions, valuations, regulatory approvals and any other approvals, the Reporting Persons may acquire additional shares of Common Stock or dispose of shares of Common Stock in open market transactions, privately negotiated transactions or otherwise. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of the Statement is hereby amended and restated as follows:
See Items 7 to 11 and Item 13 on page 2 of this Schedule 13D.
The Reporting Persons beneficially own, and have shared voting power and shared dispositive power with respect to, [11,661,095] shares of the Common Stock, representing approximately [4.16]% of the outstanding Common Stock. Such percentage is calculated based on 280,337,601 shares of Common Stock outstanding as of April 25, 2025, as reported in the Form 10-Q. | |
| (b) | See Item 5(a) above, which is incorporated by reference herein. | |
| (c) | Except as described in Item 3 above or elsewhere in this Schedule 13D, neither of the Reporting Persons nor, to the Reporting Persons' knowledge, any Covered Person has effected any transactions in the Common Stock during the past sixty days. | |
| (d) | No person (other than the Reporting Persons) is known to the Reporting Persons or, to the Reporting Persons' knowledge, the Covered Persons, to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any Common Stock covered by this Schedule 13D. | |
| (e) | June 3, 2025 | |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.1 List of Directors and Officers of Reporting Persons
Exhibit 99.2 Power of Attorney of Canada Pension Plan Investment Board | ||
| 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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Comments accompanying signature:
Exhibit 99.2 Power of Attorney of Canada Pension Plan Investment Board |