SEC Form SC 13G/A filed by Atmus Filtration Technologies Inc. (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. 1)
Under the Securities Exchange Act of 1934
Atmus Filtration Technologies Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
04956D 107
(CUSIP Number)
March 18, 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)
x 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. 04956D 107
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| 1. |
NAME OF REPORTING PERSON
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| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨ (b) ¨ | |||
| 3. |
SEC USE ONLY
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| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5. | SOLE VOTING POWER 0 | |||
| 6. | SHARED VOTING POWER 0 | ||||
| 7. | SOLE DISPOSITIVE POWER 0 | ||||
| 8. | SHARED DISPOSITIVE POWER 0 | ||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
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| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o | |||
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0%
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| 12. |
TYPE OF REPORTING PERSON CO
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| 2 |
Explanatory Note
On March 18, 2024, Cummins Inc. (“Cummins”) completed its separation from Atmus Filtration Technologies Inc. (the “Issuer”) through the split-off exchange offer (the “Exchange Offer”), pursuant to which Cummins distributed approximately 80.5% of the outstanding shares of the Common Stock of the Issuer which Cummins owned to holders of Cummins’ common stock in exchange for their shares of Cummins’ common stock. Immediately following the Exchange Offer, Cummins ceased to own any of the outstanding shares of Common Stock of the Issuer. This Amendment No. 1 to the Schedule 13G is being filed to reflect the fact that Cummins no longer holds more than 5% of the Common Stock of the Issuer, and has ceased to be a Schedule 13G reporting person with regard to the Common Stock.
| ITEM 1. | (a) | NAME OF ISSUER: |
| Atmus Filtration Technologies Inc. (the “Issuer”) | ||
| (b) | Address of Issuer’s Principal Executive Offices: | |
| 26 Century Boulevard, Nashville, TN 37214 | ||
| ITEM 2. | (a) | Name of Person Filing: |
| Cummins Inc. (“Cummins”) |
| (b) | Address of Principal Business Office, or, if None, Residence: |
| The address of the principal business office of Cummins is 500 Jackson Street, Columbus, Indiana 4702-3005. |
| (c) | Citizenship: |
| The place of organization of Cummins is Indiana. |
| (d) | Title of Class of Securities: |
| Common Stock, par value $0.0001 per share |
| (e) | CUSIP Number: | |
| 04956D 107 | ||
| 3 |
| 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: |
| (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 associations 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 of 1940 (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: ____ |
| ITEM 4. | OWNERSHIP. |
| (a) | Amount Beneficially Owned: 0 shares of the Issuer’s Common Stock. | |
| (b) | Percent of Class: 0.0% | |
| (c) | Number of shares as to which such person has: | |
| (i) | sole power to vote or to direct the vote: 0 |
| (ii) | shared power to vote or to direct the vote: 0 |
| (iii) | sole power to dispose or to direct the disposition of: 0 |
| (iv) | shared power to dispose or to direct the disposition of: 0 |
| 4 |
| 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 5 percent of the class of securities, check the following x.
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. |
Not Applicable.
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON. |
Not Applicable.
| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. |
Not Applicable.
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP. |
Not Applicable.
| ITEM 10. | CERTIFICATIONS. |
Not Applicable.
| 5 |
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: March 20, 2024
| CUMMINS INC. | |||
| By: | /s/ Nicole Y. Lamb-Hale | ||
| Name: | Nicole Y. Lamb-Hale | ||
| Title: | Vice President, Chief Legal Officer and Corporate Secretary | ||