SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.)*
Metromile, Inc.
(Name of Issuer)
Common Stock, par value $.00001 per share
(Title of Class of Securities)
591697107
(CUSIP Number)
January 14, 2022
(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) ☒
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).
Continued on the following pages
Page 1 of 9 Pages
Exhibit Index: Page 8
|
SCHEDULE 13G
|
||
|
CUSIP No. 591697107
|
Page 2 of 9 Pages
|
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
GLG PARTNERS LP
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☐
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
United Kingdom
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
7,207,251
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
7,207,251
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
7,207,251
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
5.62%
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
|
SCHEDULE 13G
|
||
|
CUSIP No. 591697107
|
Page 3 of 9 Pages
|
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
MAN GROUP PLC
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☐
|
|
|
|||
|
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
|
|
|
||
|
7,207,251
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
7,207,251
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
7,207,251
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
5.62%
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO, HC
|
|
|
|||
|
|
|
||||
|
SCHEDULE 13G
|
||
|
CUSIP No. 591697107
|
Page 4 of 9 Pages
|
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
MAN FUNDS VI PLC – MAN GLG EVENT DRIVEN ALTERNATIVE
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☐
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Ireland
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
7,207,251
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
7,207,251
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
7,207,251
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
5.62%
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
IV
|
|
|
|||
|
|
|
||||
|
SCHEDULE 13G
|
||
|
CUSIP No. 591697107
|
Page 5 of 9 Pages
|
|
| Item 1(a). |
Name of Issuer:
|
Metromile, Inc. (the “Issuer”).
| Item 1(b). |
Address of the Issuer’s Principal Executive Offices:
|
425 Market Street #700, San Francisco, CA 94105.
| Item 2(a). |
Name of Person Filing:
|
This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
| (i) |
GLG Partners LP (the “Investment Manager”);
|
| (ii) |
Man Group plc (the “Parent Company”); and
|
| (iii) |
Man Funds VI plc – Man GLG Event Driven Alternative (the “Investment Company”).
|
This Statement relates to Shares (as defined herein) held by the Investment Company, to which the Investment Manager serves as investment manager. Parent Company indirectly, through various intermediate
entities, controls the Investment Manager.
| Item 2(b). |
Address of Principal Business Office or, if None, Residence:
|
The address of the principal business office of each Reporting Person is Riverbank House, 2 Swan Lane, London EC4R 3AD, United Kingdom.
| Item 2(c). |
Citizenship:
|
The Investment Manager is a United Kingdom limited partnership. The Parent Company is a Jersey public limited company. The Investment Company is an Ireland public limited company.
| Item 2(d). |
Title of Class of Securities:
|
Common Stock, par value $.00001 per share (the “Shares”)
| Item 2(e). |
CUSIP Number:
|
591697107
| Item 3. |
If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a:
|
This Item 3 is not applicable.
|
SCHEDULE 13G
|
||
|
CUSIP No. 591697107
|
Page 6 of 9 Pages
|
|
| Item 4. |
Ownership
|
| Item 4(a) |
Amount Beneficially Owned:
|
As of January 24, 2022, each of the Reporting Persons may be deemed to be the beneficial owner of 7,207,251 Shares held by the Investment Company. The Parent Company hereby disclaims any beneficial
ownership of any such Shares.
| Item 4(b) |
Percent of Class
|
As of January 24, 2022, each of the Reporting Persons may be deemed to be the beneficial owner of approximately 5.62% of Shares outstanding. This percentage is based on 128,221,885 Shares outstanding as
of December 28, 2021 as reported in the Issuer’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on December 29, 2021.
| Item 4(c) |
Number of Shares as to which such person has:
|
| (i) |
Sole power to vote or direct the vote: 0
|
| (ii) |
Shared power to vote or direct the vote: 7,207,251
|
| (iii) |
Sole power to dispose or direct the disposition of: 0
|
| (iv) |
Shared power to dispose or direct the disposition of: 7,207,251
|
| Item 5. |
Ownership of Five Percent or Less of a Class:
|
This Item 5 is not applicable.
| 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:
|
See disclosure in Item 2 hereof.
| 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:
|
By signing below each Reporting Person certifies that, to the best of its 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, other than activities solely in connection with a
nomination under §240.14a-11.
|
SCHEDULE 13G
|
||
|
CUSIP No. 591697107
|
Page 7 of 9 Pages
|
|
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
|
GLG PARTNERS LP
|
||
|
By: /s/ Katherine Squire
|
||
|
Name: Katherine Squire
|
||
|
Title: Chief Compliance Officer
|
||
|
MAN GROUP PLC
|
||
|
By: /s/ Antoine Forterre
|
||
|
Name: Antoine Forterre
|
||
|
Title: Chief Financial Officer
|
||
|
MAN FUNDS VI PLC – MAN GLG EVENT DRIVEN ALTERNATIVE
|
||
|
By: GLG Partners LP, its investment manager
|
||
|
By: /s/ Katherine Squire
|
||
|
Name: Katherine Squire
|
||
|
Title: Chief Compliance Officer
|
||
|
SCHEDULE 13G
|
||
|
CUSIP No. 591697107
|
Page 8 of 9 Pages
|
|
EXHIBIT INDEX
|
Ex.
|
Page No.
|
|
|
A
|
Joint Filing Agreement
|
9
|
|
SCHEDULE 13G
|
||
|
CUSIP No. 591697107
|
Page 9 of 9 Pages
|
|
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this
statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and
for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows
or has reason to believe that such information is inaccurate.
|
GLG PARTNERS LP
|
||
|
By: /s/ Katherine Squire
|
||
|
Name: Katherine Squire
|
||
|
Title: Chief Compliance Officer
|
||
|
MAN GROUP PLC
|
||
|
By: /s/ Antoine Forterre
|
||
|
Name: Antoine Forterre
|
||
|
Title: Chief Financial Officer
|
||
|
MAN FUNDS VI PLC – MAN GLG EVENT DRIVEN ALTERNATIVE
|
||
|
By: GLG Partners LP, its investment manager
|
||
|
By: /s/ Katherine Squire
|
||
|
Name: Katherine Squire
|
||
|
Title: Chief Compliance Officer
|
||