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    SEC Form SC 13G filed by Marex Group plc

    11/14/24 7:14:47 AM ET
    $MRX
    Investment Bankers/Brokers/Service
    Finance
    Get the next $MRX alert in real time by email
    SC 13G 1 tm2428058d1_sc13g.htm SC 13G

     

     

    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    WASHINGTON, D.C. 20549

     

     

     

    SCHEDULE 13G

     

    Under the Securities Exchange Act of 1934*
    (Amendment No. )

     

    Marex Group plc
    (Name of Issuer)

     

    Common Stock, par value $0.001551 per share
    (Title of Class of Securities)

     

    G5S37H101
    (CUSIP Number)

     

    September 30, 2024
    (Date of Event Which Requires Filing of this Statement)

     

    Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

     

    ¨Rule 13d-1(b)

     

    ¨Rule 13d-1(c)

     

    xRule 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. G5S37H101 13G  

     

    1

    NAMES OF REPORTING PERSONS

    Amphitryon Limited (in liquidation)

    2

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

    (a) ¨  (b) x

    3 SEC USE ONLY
    4

    CITIZENSHIP OR PLACE OF ORGANIZATION

    Jersey

     

    NUMBER OF

    SHARES

    BENEFICIALLY

    OWNED BY

    EACH

    REPORTING

    PERSON

    WITH

    5

    SOLE VOTING POWER

    0

    6

    SHARED VOTING POWER

    14,370,3049(1)

    7

    SOLE DISPOSITIVE POWER

    0

    8

    SHARED DISPOSITIVE POWER

    14,370,304(1)

    9

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    14,370,304(1)

    10

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

    ¨

    11

     

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

    20.4%

    12

    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

    CO

           

    (1)Amphitryon Limited is the record holder of the shares reported herein. JRJ Investor 1 LP is the indirect sole shareholder of Amphitryon Ltd. JRJ Investor 1 LP is indirectly controlled by JRJ Group Limited, which is controlled by Mr. Jeremy Isaacs and Mr. Roger Nagioff. As such, they may be deemed to have or share beneficial ownership of the ordinary shares held directly by Amphitryon Limited.

     

     2 

     

    CUSIP No. G5S37H101 13G  

     

    1

    NAMES OF REPORTING PERSONS

    JRJ Investor 1 LP

    2

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

    (a) ¨ (b) x

    3 SEC USE ONLY
    4

    CITIZENSHIP OR PLACE OF ORGANIZATION

    Jersey


    NUMBER OF

    SHARES

    BENEFICIALLY

    OWNED BY

    EACH

    REPORTING

    PERSON

    WITH

    5

    SOLE VOTING POWER

    0

    6

    SHARED VOTING POWER

    14,370,304(1)

    7

    SOLE DISPOSITIVE POWER

    0

    8

    SHARED DISPOSITIVE POWER

    14,370,304(1)

    9

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    14,370,304(1)

    10

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

    ¨ 

    11

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

    20.4%

    12

    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

    PN

           

    (1)Amphitryon Limited is the record holder of the shares reported herein. JRJ Investor 1 LP is the indirect sole shareholder of Amphitryon Ltd. JRJ Investor 1 LP is indirectly controlled by JRJ Group Limited, which is controlled by Mr. Jeremy Isaacs and Mr. Roger Nagioff. As such, they may be deemed to have or share beneficial ownership of the ordinary shares held directly by Amphitryon Limited.

     

     3 

     

    CUSIP No. G5S37H101 13G  

     

    1

    NAMES OF REPORTING PERSONS

    JRJ Group Limited

    2

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

    (a) ¨  (b) x

    3 SEC USE ONLY
    4

    CITIZENSHIP OR PLACE OF ORGANIZATION

    Jersey


    NUMBER OF

    SHARES

    BENEFICIALLY

    OWNED BY

    EACH

    REPORTING

    PERSON

    WITH

    5

    SOLE VOTING POWER

    0

    6

    SHARED VOTING POWER

    14,370,304(1)

    7

    SOLE DISPOSITIVE POWER

    0

    8

    SHARED DISPOSITIVE POWER

    14,370,304(1)

    9

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    14,370,304(1)

    10

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

    ¨

    11

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

    20.4%

    12

    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

    CO

           

    (1)Amphitryon Limited is the record holder of the shares reported herein. JRJ Investor 1 LP is the indirect sole shareholder of Amphitryon Ltd. JRJ Investor 1 LP is indirectly controlled by JRJ Group Limited, which is controlled by Mr. Jeremy Isaacs and Mr. Roger Nagioff. As such, they may be deemed to have or share beneficial ownership of the ordinary shares held directly by Amphitryon Limited.

     

     

     4 

     

    CUSIP No. G5S37H101 13G  

     

    1

    NAMES OF REPORTING PERSONS

    Mr. Jeremy Isaacs

    2

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

    (a) ¨  (b) x

    3 SEC USE ONLY
    4

    CITIZENSHIP OR PLACE OF ORGANIZATION

    British Citizen


    NUMBER OF

    SHARES

    BENEFICIALLY

    OWNED BY

    EACH

    REPORTING

    PERSON

    WITH

    5

    SOLE VOTING POWER

    0

    6

    SHARED VOTING POWER

    14,370,304(1)

    7

    SOLE DISPOSITIVE POWER

    0

    8

    SHARED DISPOSITIVE POWER

    14,370,304(1)

    9

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    14,370,304(1)

    10

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

    ¨

    11

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

    20.4%

    12

    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

    IN

           
    (1)Amphitryon Limited is the record holder of the shares reported herein. JRJ Investor 1 LP is the indirect sole shareholder of Amphitryon Ltd. JRJ Investor 1 LP is indirectly controlled by JRJ Group Limited, which is controlled by Mr. Jeremy Isaacs and Mr. Roger Nagioff. As such, they may be deemed to have or share beneficial ownership of the ordinary shares held directly by Amphitryon Limited.

     

     5 

     

    CUSIP No. G5S37H101 13G  

     

    1

    NAMES OF REPORTING PERSONS

    Mr. Roger Nagioff

    2

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

    (a) ¨  (b) x

    3 SEC USE ONLY
    4

    CITIZENSHIP OR PLACE OF ORGANIZATION

    British Citizen


    NUMBER OF

    SHARES

    BENEFICIALLY

    OWNED BY

    EACH

    REPORTING

    PERSON

    WITH

    5

    SOLE VOTING POWER

    0

    6

    SHARED VOTING POWER

    14,370,304(1)

    7

    SOLE DISPOSITIVE POWER

    0

    8

    SHARED DISPOSITIVE POWER

    14,370,304(1)

    9

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    14,370,304(1)

    10

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

    ¨

    11

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

    20.4%

    12

    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

    IN

           
    (1)Amphitryon Limited is the record holder of the shares reported herein. JRJ Investor 1 LP is the indirect sole shareholder of Amphitryon Ltd. JRJ Investor 1 LP is indirectly controlled by JRJ Group Limited, which is controlled by Mr. Jeremy Isaacs and Mr. Roger Nagioff. As such, they may be deemed to have or share beneficial ownership of the ordinary shares held directly by Amphitryon Limited.

     

     6 

     

     

     

    Item 1(a).Name of Issuer:

     

    Marex Group plc (the “Issuer”)

     

    Item 1(b).Address of Issuer’s Principal Executive Offices:

     

    155 Bishopsgate, London EC2M 3TQ, United Kingdom

     

    Item 2(a).Name of Person Filing:

     

    Item 2(b).Address of Principal Business Office or, if none, Residence:

     

    Item 2(c).Citizenship:

     

    (i) Amphitryon Limited (in liquidation) (“Amphitryon Ltd.”)
    44 Esplanade, St. Helier, JE4 9WG, Jersey
    Citizenship: Company organized under the laws of Jersey

     

    (ii) JRJ Investor 1 LP (“JRJ Investor 1”)
    44 Esplanade, St. Helier, JE4 9WG, Jersey
    Citizenship: Limited partnership organized under the laws of Jersey

     

    (iii) JRJ Group Limited (“JRJ Group”)
    44 Esplanade, St. Helier, JE4 9WG, Jersey
    Citizenship: Company organized under the laws of Jersey

     

    (iv) Mr. Jeremy Isaacs
    44 Esplanade, St. Helier, JE4 9WG, Jersey
    Citizenship: British Citizen

     

    (v) Mr. Roger Nagioff
    44 Esplanade, St. Helier, JE4 9WG, Jersey
    Citizenship: British Citizen

     

    The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.”

     

    Item 2(d).Title of Class of Securities:

     

    Common Stock, par value $0.001551 per share (the “Shares”)

     

    Item 2(e).CUSIP Number:

     

    G5S37H101

     

    Item 3.If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing Is a(n):

     

    This Item 3 is not applicable.

     

    Item 4.Ownership.

     

    (a) Amount beneficially owned:

     

    As of November 14, 2024, Amphitryon Ltd. directly held 14,370,304 Shares. JRJ Investor 1 is the indirect sole shareholder of Amphitryon Ltd. JRJ Investor 1 is indirectly controlled by JRJ Group, which is controlled by Mr. Jeremy Isaacs and Mr. Roger Nagioff. As such, they may be deemed to have or share beneficial ownership of the Shares held directly by Amphitryon Ltd.

     

     7 

     

     

    (b) Percent of class:

     

    Each of the Reporting Persons may be deemed to be the beneficial owner of the percentage of Shares listed on such Reporting Person’s cover page. Calculations of the percentage of Shares beneficially owned are based on 70,290,886 Shares outstanding as of June 30, 2024 based on information provided by the Issuer in its Registration Statement on Form F-1 filed with the Securities and Exchange Commission on October 25, 2024.

     

    (c) As November 14, 2024, the number of shares as to which the Reporting Persons have:

     

    (i)Sole power to vote or to direct the vote:

     

    0

     

    (ii)Shared power to vote or to direct the vote:

     

    14,370,304

     

    (iii)Sole power to dispose or to direct the disposition of:

     

    0

     

    (iv)Shared power to dispose or to direct the disposition of:

     

    14,370,304

     

    Item 5.Ownership of Five Percent or Less of a Class.

     

    If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.

     

    Item 6.Ownership of More Than Five Percent on Behalf of Another Person.

     

    This Item 6 is not applicable.

     

    Item 7.Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

     

    This Item 7 is not applicable.

     

    Item 8.Identification and Classification of Members of the Group.

     

    This Item 8 is not applicable.

     

    Item 9.Notice of Dissolution of Group.

     

    This Item 9 is not applicable.

     

    Item 10.Certification.

     

    This Item 10 is not applicable.

     

     8 

     

     

     

    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.

     

    Dated: November 14, 2024 

     

      AMPHITRYON LIMITED (IN LIQUIDATION)
         
      By: /s/ Jacques van Oorschot
      Name: Jacques van Oorschot
      Title: Director
       
      JRJ JERSEY LIMITED, AS GENERAL PARTNER OF JRJ INVESTOR 1 LP
       
      By: /s/ Nigel Crocker
      Name: Nigel Crocker
      Title: Director
         
      JRJ GROUP LIMITED
         
      By: /s/ Nigel Crocker
      Name: Nigel Crocker
      Title: Director
         
      MR. JEREMY ISAACS
         
      /s/ Jeremy Isaacs
         
      MR. ROGER NAGIOFF
         
      /s/ Roger Nagioff

     

     

     9 

     

     

    EXHIBIT INDEX

     

    Exhibit Number Title
       
    1. Joint Filing Agreement

     

     

     10 

     

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