SEC Form SC 13G/A filed by Expro Group Holdings N.V. (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(AMENDMENT NO. 1)*
Expro Group Holdings N.V.
(Name of Issuer)
Common Shares, €0.06 nominal value per share
(Title of Class of Securities)
N33462107
(CUSIP Number)
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 31, 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 disclosures provided in a prior cover page. |
The information required on 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.N3144W105 | 13G | Page 2 of 9 Pages |
| 1 |
NAME OF REPORTING PERSONS
Angelo Gordon & Co., L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☐ | |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| 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 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0% | |||||
| 12 | TYPE OF REPORTING PERSON*
IA, PN | |||||
| CUSIP No.N3144W105 | 13G | Page 3 of 9 Pages |
| 1 |
NAME OF REPORTING PERSONS
AG GP LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☐ | |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| 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 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0% | |||||
| 12 | TYPE OF REPORTING PERSON*
HC, OO | |||||
| CUSIP No.N3144W105 | 13G | Page 4 of 9 Pages |
| 1 |
NAME OF REPORTING PERSONS
Josh Baumgarten | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☐ | |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
| 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 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0% | |||||
| 12 | TYPE OF REPORTING PERSON*
IN, HC | |||||
| CUSIP No.N3144W105 | 13G | Page 5 of 9 Pages |
| 1 |
NAME OF REPORTING PERSONS
Adam Schwartz | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☐ | |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
| 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 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0% | |||||
| 12 | TYPE OF REPORTING PERSON*
IN, HC | |||||
| Item 1(a). |
Name of Issuer | |||
| Expro Group Holdings N.V. (the “Issuer”) | ||||
| Item 1(b) |
Address of Issuer’s Principal Executive Offices | |||
| 1311 Broadfield Boulevard, Suite 400 Houston, Texas 77084 | ||||
| Item 2(a). |
Name of Person Filing | |||
| The Statement is filed on behalf of each of the following persons (the “Reporting Persons”) | ||||
| (i) |
Angelo Gordon & Co., L.P. (“Angelo Gordon”) | |||
| (ii) |
AG GP LLC (“AG GP”) | |||
| (iii) |
Josh Baumgarten | |||
| (iv) |
Adam Schwartz | |||
| Item 2(b). |
Address of the Principal Office or, if none, residence | |||
| The address of each of the Reporting Persons is 245 Park Avenue, 26th Floor, New York, New York 10167. | ||||
| Item 2(c). |
Citizenship | |||
| (i) |
Angelo Gordon is a Delaware limited partnership | |||
| (ii) |
AG GP is a Delaware limited liability company | |||
| (iii) |
Josh Baumgarten- United States | |||
| (iv) |
Adam Schwartz- United States | |||
| Item 2(d). |
Title of Class of Securities | |||
| Common Shares, €0.06 nominal value per share (“Common Shares”) | ||||
| Item 2(e). |
CUSIP Number | |||
| N33462107 | ||||
| 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: | |||
| Inapplicable. | ||||
| Item 4. |
Ownership. | |
| Item 4(a). |
Amount Beneficially Owned: | |
| As of December 31, 2022, none of the Reporting Persons beneficially own any Common Shares. | ||
| Item 4(b). |
Percent of class: | |
| Each of the Reporting Persons beneficially owns 0.0% of the Common Shares outstanding. | ||
| Item 4(c). |
Number of shares as to which the person has: | |
| Angelo Gordon | ||
| (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 |
| AG GP |
| (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 |
| Josh Baumgarten |
| (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 |
| Adam Schwartz |
| (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 |
| 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 [X]. |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
| Inapplicable |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
| AG GP LLC, Mr. Baumgarten and Mr. Schwartz are the direct and indirect owners of Angelo Gordon & Co., L.P., an SEC-registered investment adviser. |
| Item 8. |
Identification and Classification of Members of the Group. | |
| Inapplicable. | ||
| Item 9. |
Notice of Dissolution of Group. | |
| Inapplicable. | ||
| Item 10. |
Certification. | |
| By signing below each of the Reporting Persons certifies that, to the best of such person’s knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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. | ||
Date: February 14, 2023
| ANGELO, GORDON & CO., L.P. | ||
| By: AG GP LLC | ||
| Its General Partner | ||
| By: Josh Baumgarten | ||
| Its Co-Managing Member | ||
| By: | /s/ Christopher D. Moore | |
| Christopher D. Moore | ||
| Attorney-in-Fact | ||
| AG GP LLC | ||
| By: Josh Baumgarten | ||
| Its Co-Managing Member | ||
| By: | /s/ Christopher D. Moore | |
| Christopher D. Moore | ||
| Attorney-in-Fact | ||
| JOSH BAUMGARTEN | ||
| By: | /s/ Christopher D. Moore | |
| Christopher D. Moore | ||
| Attorney-in-Fact | ||
| ADAM SCHWARTZ | ||
| By: | /s/ Christopher D. Moore | |
| Christopher D. Moore | ||
| Attorney-in-Fact | ||