UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)*
MICRO FOCUS INTERNATIONAL PLC
(Name of Issuer)
Ordinary Shares and American Depository Shares
(Title of Class of Securities)
594837403
(CUSIP Number)
December 31, 2020
(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).
| CUSIP NO. 594837403 | 13G | PAGE 2 OF 4 PAGES |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dodge & Cox 94-1441976 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
N/A | |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
California - U.S.A. | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 | SOLE VOTING POWER
23,448,414 Ordinary Shares and 32,950,979 American Depository Shares | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
23,448,414 Ordinary Shares and 34,614,826 American Depository Shares | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,448,414 Ordinary Shares and 34,614,826 American Depository Shares | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
17.3% | |||||
| 12 | TYPE OF REPORTING PERSON*
IA | |||||
| Item 1(a) | Name of Issuer: |
MICRO FOCUS INTERNATIONAL PLC
| Item 1(b) | Address of Issuer’s Principal Executive Offices: |
The Lawn
22-30 Old Bath Road
Newbury, Berkshire RG14 1QN
United Kingdom
| Item 2(a) | Name of Person Filing: |
Dodge & Cox
| Item 2(b) | Address of the Principal Office or, if none, Residence: |
555 California Street, 40th Floor
San Francisco, CA 94104
| Item 2(c) | Citizenship: |
California - U.S.A.
| Item 2(d) | Title of Class of Securities: |
Ordinary Shares and American Depository Shares
| Item 2(e) | CUSIP Number: |
594837403
| Item 3 | If the Statement is being filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a: |
(e) ☒ Investment Advisor registered under section 203 of the Investment Advisors Act of 1940
| Item 4 | Ownership: |
| (a) | Amount Beneficially Owned: |
23,448,414 Ordinary Shares and 34,614,826 American Depository Shares
| (b) | Percent of Class: |
17.3%
| (c) | Number of shares as to which such person has: |
| (i) | sole power to vote or direct the vote: |
23,448,414 Ordinary Shares and 32,950,979 American Depository Shares
| (ii) | shared power to vote or direct the vote: |
0
| (iii) | sole power to dispose or to direct the disposition of: |
23,448,414 Ordinary Shares and 34,614,826 American Depository Shares
| (iv) | shared power to dispose or to direct the disposition of: |
0
| Item 5 | Ownership of Five Percent or Less of a Class: |
Not applicable.
| Item 6 | Ownership of More than Five Percent on Behalf of Another Person: |
The clients of Dodge & Cox, including investment companies registered under the Investment Company Act of 1940 and other managed accounts, have the right to receive or power to direct the receipt of dividends from, and the proceeds from the sale of, MICRO FOCUS INTERNATIONAL PLC.
Dodge & Cox Stock Fund, an investment company registered under the Investment Company Act of 1940, has an interest of 22,724,028, or 6.8%, of the class of securities reported herein.
Dodge & Cox International Stock Fund, an investment company registered under the Investment Company Act of 1940, has an interest of 18,874,983, or 5.6%, of the class of securities reported herein.
| Item 7 | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: |
Not applicable.
| Item 8 | Identification and Classification of Members of the Group: |
Not applicable.
| Item 9 | Notice of Dissolution of a Group: |
Not applicable.
| Item 10 | Certification: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect.
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: February 11, 2021
| DODGE & COX | ||
| By: | /S/ Katherine M. Primas | |
| Name: | Katherine M. Primas | |
| Title: | Chief Compliance Officer | |