SEC Form SC 13G/A filed by Werner Enterprises Inc. (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Werner Enterprises Inc
(Name of Issuer)
Common Shares
(Title of Class of Securities)
950755108
(CUSIP Number)
December 31, 2023
(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. 950755108
| 1. |
Names of Reporting Persons
Macquarie Group Limited | |||||
| 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
Sydney, New South Wales Australia | |||||
| 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
4,369,007 deemed beneficially owned due to reporting person’s ownership of Macquarie Management Holdings Inc. and Macquarie Investment Management Business Trust whose individual holdings are shown on the following forms. | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
6.89% | |||||
| 12. | Type of Reporting Person (See Instructions)
HC | |||||
Page 2 of 13
CUSIP No. 950755108
| 1. |
Names of Reporting Persons
Macquarie Management Holdings Inc | |||||
| 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
State of Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
4,369,007 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
4,369,007 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
4,369,007 deemed beneficially owned due to reporting person’s ownership of Macquarie Investment Management Business Trust | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☒ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
6.89% | |||||
| 12. | Type of Reporting Person (See Instructions)
HC | |||||
Page 3 of 13
CUSIP No. 950755108
| 1. |
Names of Reporting Persons
Macquarie Investment Management Business Trust | |||||
| 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
State of Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
4,369,007 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
4,369,007 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
4,369,007 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☒ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
6.89% | |||||
| 12. | Type of Reporting Person (See Instructions)
IA | |||||
Page 4 of 13
| Item 1. | ||||||
| (a) |
Name of Issuer
Werner Enterprises Inc | |||||
| (b) |
Address of Issuer’s Principal Executive Offices
14507 Frontier Rd, Post Office Box 45308 Omaha, NE 68145-0308 | |||||
| Item 2. | ||||||
| (a) | Name of Person Filing
This Schedule 13G is jointly filed by Macquarie Group Limited, Macquarie Management Holdings Inc and Macquarie Investment Management Business Trust | |||||
| (b) | Address of Principal Business Office or, if none, Residence
The principal business address of Macquarie Group Limited is 50 Martin Place Sydney, New South Wales, Australia. The principal business address of Macquarie Management Holdings Inc. and Macquarie Investment Management Business Trust is 610 Market Street, Philadelphia, PA 19106. | |||||
| (c) | Citizenship
Macquarie Group Limited - Sydney, New South Wales, Australia Corporation Macquarie Management Holdings Inc., Macquarie Investment Management Business Trust– incorporated or formed under the laws of the State of Delaware. | |||||
| (d) | Title of Class of Securities
Common Stock | |||||
| (e) | CUSIP Number
950755108 | |||||
| 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. 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:____________________________ | ||||
Page 5 of 13
| 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:
See responses on the cover page hereto. | |||||
| (b) | Percent of class:
See responses on the cover page hereto. | |||||
| (c) | Number of shares as to which the person has: | |||||
| (i) | Sole power to vote or to direct the vote
See responses on the cover page hereto. | |||||
| (ii) | Shared power to vote or to direct the vote
0 | |||||
| (iii) | Sole power to dispose or to direct the disposition of
See responses on the cover page hereto. | |||||
| (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 | ||||||
| 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 | |||||
| See Exhibit A. | ||||||
| Item 8. | Identification and Classification of Members of the Group | |||||
| Not applicable. | ||||||
| Item 9. | Notice of Dissolution of Group | |||||
| Not applicable. | ||||||
Page 6 of 13
| Item 10. |
Certification | |
| 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. | ||
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.
| Macquarie Group Limited | February 14, 2024 | |||||
| Date | ||||||
| /s/ Philip Alexander | /s/ Charles Glorioso | |||||
| Signature | Signature | |||||
| Philip Alexander Associate Director |
Charles Glorioso Division Director | |||||
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.
| Macquarie Management Holdings, Inc. | February 14, 2024 | |||||
| Date | ||||||
| /s/ Marty Wolin | ||||||
| Signature | ||||||
| Marty Wolin Chief Compliance Officer |
||||||
| Macquarie Investment Management Business Trust | February 14, 2024 | |||||
| Date | ||||||
| /s/ Marty Wolin | ||||||
| Signature | ||||||
| Marty Wolin Chief Compliance Officer |
||||||
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