SEC Form SC 13G filed by Zurn Elkay Water Solutions Corporation

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.)*

Zurn Elkay Water Solutions Corporation

(Name of Issuer)

Common Stock, $0.01 par value per share
(Title of Class of Securities)

98983L108
(CUSIP Number)

October 2, 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:

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).

Schedule 13G

This Statement on Schedule 13G (the “Schedule 13G”) is being filed on behalf of (i) Ice Mountain LLC, a Delaware limited liability company (“Ice Mountain”); (ii) Cascade Bay LLC, a Delaware limited liability company (“Cascade Bay”), for itself and as the Manager of Ice Mountain; (iii) Katz 2004 DYN Trust (“DYN”), the Special Assets Manager of Cascade Bay; (iv) Aimee Katz, individually and with April Jalazo, the seat holders of the voting committee with the power to direct DYN (the “Voting Committee”); and (v) April Jalazo, individually and with Aimee Katz, the seat holders of the Voting Committee (each individually, a “Reporting Person”, and collectively, the “Reporting Persons”), related to the common stock, par value $0.01 per share (the “Common Stock”), of Zurn Elkay Water Solutions Corporation, a Delaware corporation (the “Issuer”). The Reporting Persons previously filed a Schedule 13D on July 1, 2022 with respect to their Common Stock, which was amended on October 2, 2024. The Reporting Persons are now filing this Schedule 13G because of a change in investment intent to passive investment intent.

Zurn Elkay Water Solutions Corporation, a Delaware corporation.

511 West Freshwater Way, Milwaukee, WI 53204

This Schedule 13G is being filed on behalf of each of the following Reporting persons:

Each of Ice Mountain and Cascade Bay are formed under the laws of the State of Delaware. DYN is formed under the laws of the State of Illinois.

Aimee Katz and April Jalazo are each a citizen of the United States.

Common Stock, $0.01 par value per share

98983L108

Not applicable.

(a) ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b) ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c) ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e) ¨ An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)  ¨ An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g) ¨ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h) ¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)  ¨ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);

(j)  ¨ A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

(k) ¨ Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:                                       .

The percentages set forth in this Schedule 13G are calculated based upon approximately 170,928,495 shares of Common Stock of the Issuer outstanding as of July 26, 2024, such number of shares being based on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024.

The information required by Items 4(a)-(c) is set forth in rows 5-11 of the cover page of each Reporting Person and is incorporated by reference for each such Reporting Person.

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 5 percent of the class of securities, check the following: ¨

Not applicable.

Not applicable.

Not applicable.

Not applicable.

By signing below each Reporting Person certifies that, to the best of such Reporting Person’s 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.

Exhibits and Schedules.

SIGNATURE

After reasonable inquiry and to the best of each of the undersigned Reporting Person’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated October 2, 2024