United States
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Information to be Included in Statements Filed Pursuant to § 240.13d-1(a) and
Amendments Thereto Filed Pursuant to § 240.13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
Medpace Holdings, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
58506Q109
(CUSIP Number)
Dr. August J. Troendle
c/o Medpace Holdings, Inc.
5375 Medpace Way
Cincinnati, OH 45227
Tel: (513) 579-9911
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
September 13, 2019
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
| * | 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).
| 1 | NAMES OF REPORTING PERSONS
August J. Troendle | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
PF | |||||
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
613,702 | ||||
| 8 | SHARED VOTING POWER
7,980,556 | |||||
| 9 | SOLE DISPOSITIVE POWER
613,702 | |||||
| 10 | SHARED DISPOSITIVE POWER
7,980,556 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,594,258 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.7% | |||||
| 14 | TYPE OF REPORTING PERSON
IN | |||||
| 1 | NAMES OF REPORTING PERSONS
Medpace Investors, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO | |||||
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
7,980,556 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
7,980,556 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,980,556 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.1% | |||||
| 14 | TYPE OF REPORTING PERSON
OO (Limited liability company) | |||||
This Amendment No. 7 to the Schedule 13D (this “Amendment No. 7”) amends and supplements the Statement on Schedule 13D filed with the United States Securities and Exchange Commission on August 26, 2016, as amended by Amendment No. 1 filed on August 8, 2018, Amendment No. 2 filed on October 2, 2018, Amendment No. 3 filed on February 6, 2019, Amendment No. 4 filed on August 5, 2019, Amendment No. 5 filed on August 7, 2019 and Amendment No. 6 filed on August 15, 2019 (collectively, the “Statement”), relating to the common stock (the “Common Stock”), of Medpace Holdings, Inc., a Delaware corporation (the “Issuer”). Capitalized terms used herein without definition shall have the meaning set forth in the Statement. The Statement is hereby amended by incorporating by reference to this Amendment No. 7 the terms of the Offer (as defined below).
| Item 5. | Interest in Securities of the Issuer |
Item 5 of the Statement is amended and restated in its entirety as follows:
(a) - (b): See Items 7 – 13 of the cover pages above.
(c): As a result of the Reporting Persons’ tender offer, as set forth on Schedule TO, as amended, to purchase vested stock options for cash (the “Offer), Eligible Holders (as such term is defined in the Offer) sold options to purchase 229,431 shares of the Issuer’s common stock at the price per share set forth in the Offer, to Medpace Investors, LLC. The Reporting Persons did not engage in any other transactions in the Issuer’s common stock during the sixty day period prior to the filing of this Schedule 13D.
(d): None.
(e): Not Applicable.
| Item 7. | Materials to be Filed as Exhibits |
| Exhibit Number |
Description | |
| 1 |
Schedule TO of Medpace Investors, LLC and August J. Troendle (filed on August 15, 2019 with the SEC and incorporated by reference herein). | |
SIGNATURES
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.
Date: September 17, 2019
| /s/ Dr. August J. Troendle |
| Dr. August J. Troendle |
| Medpace Investors, LLC |
| /s/ Dr. August J. Troendle |
| Name: Dr. August J. Troendle |
| Title: Sole Manager |