SEC Form SC 13G/A filed by Japan Smaller Capitalization Fund Inc (Amendment)
$JOF
Trusts Except Educational Religious and Charitable
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)
JAPAN SMALLER CAPITALIZATION FUND INC
(Name of Issuer)
COM
COM
(Title of Class of Securities)
47109U104
47109U104
(CUSIP Number)
December 31, 2023
December 31, 2023
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| [X] | 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. 47109U104 |
| Person 1 | ||||
| 1. | (a) Names of Reporting Persons. Allspring Global Investments Holdings, LLC | |||
| (b) Tax ID 36-4863445 | ||||
| 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 6,054,406 | ||||
| 6. Shared Voting Power 0 | ||||
| 7. Sole Dispositive Power 6,202,586 | ||||
| 8. Shared Dispositive Power 0 | ||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 6,202,586 | |||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) | |||
| 11. | Percent of Class Represented by Amount in Row (9) 21.89 % | |||
| 12. | Type of Reporting Person (See Instructions) | |||
| HC | ||||
| Person 2 | ||||
| 1. | (a) Names of Reporting Persons. Allspring Global Investments, LLC | |||
| (b) Tax ID 95-3692822 | ||||
| 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 6,054,406 | ||||
| 6. Shared Voting Power 0 | ||||
| 7. Sole Dispositive Power 6,202,586 | ||||
| 8. Shared Dispositive Power 0 | ||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 6,202,586 | |||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) | |||
| 11. | Percent of Class Represented by Amount in Row (9) 21.89 % | |||
| 12. | Type of Reporting Person (See Instructions) | |||
| IA | ||||
| Person 3 | ||||
| 1. | (a) Names of Reporting Persons. Allspring Funds Management, LLC | |||
| (b) Tax ID 94-3382001 | ||||
| 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 if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) | |||
| 11. | Percent of Class Represented by Amount in Row (9) 0 % | |||
| 12. | Type of Reporting Person (See Instructions) | |||
| IA | ||||
| Item 1. | ||||||
| (a) | Name of Issuer JAPAN SMALLER CAPITALIZATION FUND INC | |||||
| (b) | Address of Issuer's Principal Executive Offices | |||||
| WORLDWIDE PLAZA, 309 WEST 49TH STREET, NEW YORK, NY, 10019 | ||||||
| Item 2. | ||||||
| (a) | Name of Persons Filing | |||||
| This Schedule 13G is being filed on behalf of the following entities (collectively, the 'Reporting Persons'): | ||||||
| (i) Allspring Global Investments Holdings, LLC ('AGIH') | ||||||
| (ii) Allspring Global Investments, LLC ('AGI') | ||||||
| (iii) Allspring Funds Management, LLC ('AFM') | ||||||
| This Schedule 13G is jointly filed by the Reporting Persons pursuant to a Joint Filing Agreement attached hereto as Exhibit B. | ||||||
| (b) | Address of Principal Business Office or, if none, Residence | |||||
| The address of each Reporting Person is: | ||||||
| 1415 VANTAGE PARK DRIVE, 3RD FLOOR, CHARLOTTE, NC, 28203 | ||||||
| (c) | Citizenship of each reporting person Delaware | |||||
| (d) | Title of Class of Securities COM | |||||
| (e) | CUSIP Number 47109U104 | |||||
| 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: | |
| (a) | [ ] | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78c) |
| (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) | [X] | 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) | [X] | 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: ______________ | ||
| 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. | ||||||
| (a) | Amount beneficially owned: | |||||
| (i) AGIH: 6,202,586 | ||||||
| (ii) AGI: 6,202,586 | ||||||
| (ii) AFM: 0 | ||||||
| (b) | Percent of class: | |||||
| (i) AGIH: 21.89% | ||||||
| (ii) AGI: 21.89% | ||||||
| (ii) AFM: 0% | ||||||
| (c) | Number of shares as to which the person has: | |||||
| (i) | Sole power to vote or to direct the vote | |||||
| (1) AGIH: 6,054,406 | ||||||
| (2) AGI: 6,054,406 | ||||||
| (3) AFM: 0 | ||||||
| (ii) | Shared power to vote or to direct the vote | |||||
| (1) AGIH: 0 | ||||||
| (2) AGI: 0 | ||||||
| (3) AFM: 0 | ||||||
| (iii) | Sole power to dispose or to direct the disposition of | |||||
| (1) AGIH: 6,202,586 | ||||||
| (2) AGI: 6,202,586 | ||||||
| (3) AFM: 0 | ||||||
| (iv) | Shared power to dispose or to direct the disposition of | |||||
| (1) AGIH: 0 | ||||||
| (2) AGI: 0 | ||||||
| (3) AFM: 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[ ]. | ||||
| 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. | Certification | |||
|
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. |
| January 10, 2024 |
| Date |
| /s/ Amy Stueve |
| Signature |
| Amy Stueve, Designated Signer |
| Name/Title |
| Exhibit A |
| EXPLANATORY NOTE Prior to its sale on November, 1, 2021, Allspring Global Investments Holdings, LLC was a subsidiary of Wells Fargo & Company, and prior to that date, its holdings were included on Schedules 13G filed by Wells Fargo & Company, LLC. |
Exhibit B |
| JOINT FILING AGREEMENT The undersigned hereby agree as follows: |
(i) Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and |
| (ii) each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. |
Date: January 10, 2024 Allspring Global Investments Holdings, LLC |
| By: | /s/ Amy Stueve |
| Amy Stueve, Designated Signer |
Allspring Global Investments, LLC
| By: | /s/ Amy Stueve |
| Amy Stueve, Vice President |
Allspring Funds Management, LLC
| By: | /s/ Amy Stueve |
| Amy Stueve, Designated Signer |
| Attention: | Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001) |