Washington, DC 20549
(Rule 13d-102)
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
FirstService Corporation
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(Name of Issuer)
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Common Stock, no par value
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(Title of Class of Securities)
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33767E202
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(CUSIP Number)
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December 31, 2020
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(Date of Event Which Requires Filing of this Statement)
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[X]
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Rule 13d-1(b)
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[ ]
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Rule 13d-1(c)
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[ ]
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Rule 13d-1(d)
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CUSIP No. 33767E202
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13G
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Durable Capital Partners LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5
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SOLE VOTING POWER
3,046,257
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
3,046,257
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,046,257
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.0% *
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12
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TYPE OF REPORTING PERSON*
IA, PN
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CUSIP No. 33767E202
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13G
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Durable Capital Associates LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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|||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5
|
SOLE VOTING POWER
3,046,257
|
||
6
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SHARED VOTING POWER
0
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|||
7
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SOLE DISPOSITIVE POWER
3,046,257
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|||
8
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SHARED DISPOSITIVE POWER
0
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|||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,046,257
|
|||
10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
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|||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.0% *
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12
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TYPE OF REPORTING PERSON*
HC, OO
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CUSIP No. 33767E202
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13G
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Henry Ellenbogen
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5
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SOLE VOTING POWER
3,046,257
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6
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SHARED VOTING POWER
0
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|||
7
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SOLE DISPOSITIVE POWER
3,046,257
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|||
8
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SHARED DISPOSITIVE POWER
0
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|||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,046,257
|
|||
10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
|
|||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.0% *
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12
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TYPE OF REPORTING PERSON*
HC, IN
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Item 1(a) |
Name of Issuer.
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Item 1(b) |
Address of Issuer’s Principal Executive Offices.
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Item 2(a) |
Name of Person Filing.
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Item 2(b) |
Address of Principal Business Office, or, if none, Residence.
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Item 2(c) |
Citizenship or Place of Organization.
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Item 2(d) |
Title of Class of Securities.
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Item 2(e) |
CUSIP Number.
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Item 3 |
Reporting Person.
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(a)
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☐
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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☐
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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☐
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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☐
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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☒
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An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E).
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(f)
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☐
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
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(g)
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☒
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
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(h)
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☐
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
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(i)
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☐
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
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(j)
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☐
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A non-U.S. institution that is the functional equivalent of any of the institutions listed in § 240.13d-1 (b)(1)(ii)(A) through (I), so long as the non-U.S. institution is subject to a regulatory scheme that is substantially comparable
to the regulatory scheme applicable to the equivalent U.S. institution.
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(k)
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☐
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Group, in accordance with §240.13d-1(b)(1)(ii)(K).
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Item 4 |
Ownership.
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(a)
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Durable Capital Partners, Durable Associates and Mr. Ellenbogen are the beneficial owners of 3,046,257 shares of Common Stock held by its client fund.
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(b)
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Durable Capital Partners, Durable Associates and Mr. Ellenbogen are the beneficial owners of 7.0% of the outstanding shares of Common Stock. This percentage is determined by dividing 3,046,257 by 43,577,000 shares of Common Stock issued
and outstanding, as of February 9, 2021 as reported in the Issuer’s Form 6-K filed with the Securities and Exchange Commission (the “SEC”) on February 9, 2021.
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(c)
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Durable Capital Partners, as the investment adviser to its client, has sole power to direct the vote and disposition of the 3,046,257 shares of Common Stock held by its fund client. Durable Associates, as the general partner of Durable
Capital Partners, has sole power to direct the vote and disposition of the 3,046,257 shares of Common Stock held by the fund client of Durable Capital Partners. As the principal of Durable Capital Partners and Durable Associates, Mr.
Ellenbogen has sole power to direct the vote and disposition of the 3,046,257 shares of Common Stock held by the fund client of Durable Capital Partners.
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Item 5 |
Ownership of Five Percent or Less of a Class.
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Item 6 |
Ownership of More Than Five Percent on Behalf of Another Person.
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Item 7 |
Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.
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Item 8 |
Identification and Classification of Members of the Group.
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Item 9 |
Notice of Dissolution of Group.
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Item 10 |
Certification.
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Exhibits |
Exhibit 99.1
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