SEC Form SC 13G/A filed by Honda Motor Company Ltd. (Amendment)

NAME OF REPORTING PERSON

Mitsubishi UFJ Financial Group, Inc.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)

  (b)

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Tokyo, Japan

2/3/23 6:12:53 AM ET

$HMC

Auto Manufacturing

Consumer Discretionary

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SC 13G/A 1 d446124dsc13ga.htm SCHEDULE 13G AMENDMENT NO. 19 SCHEDULE 13G Amendment No. 19

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 19)*

Honda Motor Co., Ltd.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

438128308

(CUSIP Number)

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 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).

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ITEM 1

	(a)	Name of Issuer

		Honda Motor Co., Ltd.

	(b)	Address of Issuer’s Principal Executive Offices

		1-1 Minami-Aoyama 2-chome, Minato-ku, Tokyo 107-8556, Japan

ITEM 2

	(a)	Names of Persons Filing

		Mitsubishi UFJ Financial Group, Inc. (“MUFG”)

		MUFG Bank, Ltd. (“MUBK”)

		Mitsubishi UFJ Trust and Banking Corporation (“MUTB”)

		Mitsubishi UFJ Kokusai Asset Management Co., Ltd. (“MUKAM”)

		MU Investments Co., Ltd. (“MUI”)

		First Sentier Investors Holdings Pty Ltd (“FSIHD”)

		Mitsubishi UFJ Securities Holdings Co.,Ltd. (“MUSHD”)

		Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. (“MUMSS”)

		au Kabucom Securities Co., Ltd. (“KC”)

	(b)	Address of Principal Business Office or, if none, Residence

		MUFG :
		7-1 Marunouchi 2-chome, Chiyoda-ku
		Tokyo 100-8330, Japan

		MUBK :
		7-1 Marunouchi 2-chome, Chiyoda-ku
		Tokyo 100-8388, Japan

		MUTB :
		4-5 Marunouchi 1-chome, Chiyoda-ku
		Tokyo 100-8212, Japan

		MUKAM :
		12-1 Yurakucho 1-chome, Chiyoda-ku
		Tokyo 100-0006, Japan

		MUI :
		3-11 Kandasurugadai 2-chome, Chiyoda-ku
		Tokyo 101-0062, Japan

CUSIP NO. 438128308


				FSIHD :
				Level 5, Tower Three International Towers Sydney, 300 Barangaroo Avenue,
				Barangaroo, NSW, 2000, Australia

				MUSHD :
				9-2, Otemachi 1-chome, Chiyoda-ku
				Tokyo 100-8127 , Japan

				MUMSS :
				9-2, Otemachi 1-chome, Chiyoda-ku
				Tokyo 100-8127 , Japan

				KC :
				2-5 Kasumigaseki 3-chome, Chiyoda-ku
				Tokyo 100-6024, Japan

		(c)		Citizenship

				MUFG, MUBK, MUTB, MUKAM, MUI, MUSHD, MUMSS and KC: Japan
				FSIHD: Commonwealth of Australia


	(d)	Title of Class of Securities

		Common Stock

	(e)	CUSIP Number

		438128308(this CUISIP number is for the issuer’s American Depository Shares, not the Common Stock)

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:

	MUFG:	(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);

CUSIP NO. 438128308


	(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: Parent holding company

MUBK:	(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 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: Bank

MUTB:	(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);

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	(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 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: Bank

MUKAM:	(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 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: Investment adviser

MUI:	(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);

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	(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 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: Investment adviser

FSIHD:	(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 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: Parent holding company

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MUSHD:	(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 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: Securities holding company

MUMSS:	(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);

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		(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: Broker-dealer

	KC:	(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 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: Broker-dealer

ITEM 4		Ownership

		Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
		For MUFG

		(a) Amount beneficially owned:		82,619,818

		(b) Percent of class:		4.90%

		(c) Number of shares as to which the person has:

		(i) Sole power to vote or to direct the vote:		82,619,818

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				(ii) Shared power to vote or to direct the vote:		-0-

				(iii) Sole power to dispose or to direct the disposition of:		82,619,818

				(iv) Shared power to dispose or to direct the disposition of:		-0-

				For MUBK

				(a) Amount beneficially owned:		20,789,100

				(b) Percent of class:		1.23%

				(c) Number of shares as to which the person has:

				(i) Sole power to vote or to direct the vote:		20,789,100

				(ii) Shared power to vote or to direct the vote:		-0-

				(iii) Sole power to dispose or to direct the disposition of:		20,789,100

				(iv) Shared power to dispose or to direct the disposition of:		-0-

				For MUTB

				(a) Amount beneficially owned:		60,031,600

				(b) Percent of class:		3.56%

				(c) Number of shares as to which the person has:

				(i) Sole power to vote or to direct the vote:		60,031,600

				(ii) Shared power to vote or to direct the vote:		-0-

				(iii) Sole power to dispose or to direct the disposition of:		60,031,600

				(iv) Shared power to dispose or to direct the disposition of:		-0-

				For MUKAM

				(a) Amount beneficially owned:		17,577,197

				(b) Percent of class:		1.04%

				(c) Number of shares as to which the person has:

				(i) Sole power to vote or to direct the vote:		17,577,197

				(ii) Shared power to vote or to direct the vote:		-0-

				(iii) Sole power to dispose or to direct the disposition of:		17,577,197

				(iv) Shared power to dispose or to direct the disposition of:		-0-

				For MUI

				(a) Amount beneficially owned:		187,600

				(b) Percent of class:		0.01%

				(c) Number of shares as to which the person has:

				(i) Sole power to vote or to direct the vote:		187,600

				(ii) Shared power to vote or to direct the vote:		-0-

				(iii) Sole power to dispose or to direct the disposition of:		187,600

				(iv) Shared power to dispose or to direct the disposition of:		-0-

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				For FSIHD

				(a) Amount beneficially owned:		522,883

				(b) Percent of class:		0.03%

				(c) Number of shares as to which the person has:

				(i) Sole power to vote or to direct the vote:		522,883

				(ii) Shared power to vote or to direct the vote:		-0-

				(iii) Sole power to dispose or to direct the disposition of:		522,883

				(iv) Shared power to dispose or to direct the disposition of:		-0-

				For MUSHD

				(a) Amount beneficially owned:		1,799,118

				(b) Percent of class:		0.11%

				(c) Number of shares as to which the person has:

				(i) Sole power to vote or to direct the vote:		1,799,118

				(ii) Shared power to vote or to direct the vote:		-0-

				(iii) Sole power to dispose or to direct the disposition of:		1,799,118

				(iv) Shared power to dispose or to direct the disposition of:		-0-

				For MUMSS

				(a) Amount beneficially owned:		1,748,114

				(b) Percent of class:		0.10%

				(c) Number of shares as to which the person has:

				(i) Sole power to vote or to direct the vote:		1,748,114

				(ii) Shared power to vote or to direct the vote:		-0-

				(iii) Sole power to dispose or to direct the disposition of:		1,748,114

				(iv) Shared power to dispose or to direct the disposition of:		-0-

				For KC

				(a) Amount beneficially owned:		51,004

				(b) Percent of class:		0.00%

				(c) Number of shares as to which the person has:

				(i) Sole power to vote or to direct the vote:		51,004

				(ii) Shared power to vote or to direct the vote:		-0-

				(iii) Sole power to dispose or to direct the disposition of:		51,004

				(iv) Shared power to dispose or to direct the disposition of:		-0-

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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: [√]

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

						As of December 31, 2022, MUFG beneficially owns 82,619,818 shares of the issuer indirectly through its subsidiaries as follows: MUBK holds 20,789,100 shares; MUTB holds 60,031,600 shares (indirectly through a subsidiary, MUKAM) (indirectly through a subsidiary, MUI) (indirectly through a subsidiary, FSIHD); MUSHD holds 1,799,118 shares (indirectly through a subsidiary, MUMSS); and (indirectly through a subsidiary, KC). Furthermore, FSIHD holds 522,883 shares (indirectly through a subsidiary, First Sentier Investors Realindex Pty Ltd).

ITEM 8						Identification and Classification of Members of the Group

						Not applicable.

ITEM 9						Notice of Dissolution of Group

						Not applicable.

ITEM 10						Certifications

						By signing below I certify that, to the best of my 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.

CUSIP NO. 438128308

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