UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
ALTRA INDUSTRIAL MOTION CORP. |
(Name of Issuer) |
COMMON STOCK, PAR VALUE $0.001 PER SHARE |
(Title of Class of Securities) |
02208R106 |
(CUSIP Number) |
SEPTEMBER 20, 2018 |
(Date of event which requires filing of this statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
þ Rule 13d-1(c)
o 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. | 02208R106 | SCHEDULE 13G | Page | 2 | of | 16 |
| 1 | NAMES OF REPORTING PERSONS Integrated Core Strategies (US) LLC |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ |
| 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 1,539,982 | ||
| 7 | SOLE DISPOSITIVE POWER -0- | ||
| 8 | SHARED DISPOSITIVE POWER 1,539,982 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,539,982 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.4% |
| 12 | TYPE OF REPORTING PERSON OO |
| CUSIP No. | 02208R106 | SCHEDULE 13G | Page | 3 | of | 16 |
| 1 | NAMES OF REPORTING PERSONS Integrated Assets II LLC |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ |
| 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 260,469 | |
| 7 | SOLE DISPOSITIVE POWER -0- | |
| 8 | SHARED DISPOSITIVE POWER 260,469 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 260,469 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.4% |
| 12 | TYPE OF REPORTING PERSON OO |
| CUSIP No. | 02208R106 | SCHEDULE 13G | Page | 4 | of | 16 |
| 1 | NAMES OF REPORTING PERSONS ICS Opportunities, Ltd. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- |
| 6 | SHARED VOTING POWER 920,153 | |
| 7 | SOLE DISPOSITIVE POWER -0- | |
| 8 | SHARED DISPOSITIVE POWER 920,153 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 920,153 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.4% |
| 12 | TYPE OF REPORTING PERSON CO |
| CUSIP No. | 02208R106 | SCHEDULE 13G | Page | 5 | of | 16 |
| 1 | NAMES OF REPORTING PERSONS Integrated Assets, Ltd. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- |
| 6 | SHARED VOTING POWER 15,398 | |
| 7 | SOLE DISPOSITIVE POWER -0- | |
| 8 | SHARED DISPOSITIVE POWER 15,398 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,398 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0% |
| 12 | TYPE OF REPORTING PERSON CO |
| CUSIP No. | 02208R106 | SCHEDULE 13G | Page | 6 | of | 16 |
| 1 | NAMES OF REPORTING PERSONS Millennium International Management LP |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ |
| 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 935,551 | |
| 7 | SOLE DISPOSITIVE POWER -0- | |
| 8 | SHARED DISPOSITIVE POWER 935,551 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 935,551 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.5% |
| 12 | TYPE OF REPORTING PERSON PN |
| CUSIP No. | 02208R106 | SCHEDULE 13G | Page | 7 | of | 16 |
| 1 | NAMES OF REPORTING PERSONS Millennium Management LLC |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ |
| 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 2,736,002 | |
| 7 | SOLE DISPOSITIVE POWER -0- | |
| 8 | SHARED DISPOSITIVE POWER 2,736,002 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,736,002 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.2% |
| 12 | TYPE OF REPORTING PERSON OO |
| CUSIP No. | 02208R106 | SCHEDULE 13G | Page | 8 | of | 16 |
| 1 | NAMES OF REPORTING PERSONS Millennium Group Management LLC |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ |
| 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 2,736,002 | |
| 7 | SOLE DISPOSITIVE POWER -0- | |
| 8 | SHARED DISPOSITIVE POWER 2,736,002 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,736,002 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.2% |
| 12 | TYPE OF REPORTING PERSON OO |
| CUSIP No. | 02208R106 | SCHEDULE 13G | Page | 9 | of | 16 |
| 1 | NAMES OF REPORTING PERSONS Israel A. Englander |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ |
| 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 2,736,002 | |
| 7 | SOLE DISPOSITIVE POWER -0- | |
| 8 | SHARED DISPOSITIVE POWER 2,736,002 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,736,002 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.2% |
| 12 | TYPE OF REPORTING PERSON IN |
| CUSIP No. | 02208R106 | SCHEDULE 13G | Page | 10 | of | 16 |
| Item 1. | ||
| (a) | Name of Issuer: | |
| Altra Industrial Motion Corp., a Delaware corporation (the "Issuer"). | ||
| (b) | Address of Issuer’s Principal Executive Offices: | |
300 Granite Street, Suite 201 | ||
Item 2. | (a) | Name of Person Filing: |
| (b) | Address of Principal Business Office: | |
| (c) | Citizenship: | |
| Integrated Core Strategies (US) LLC c/o Millennium Management LLC 666 Fifth Avenue New York, New York 10103 Citizenship: Delaware | ||
| Integrated Assets II LLC c/o Millennium Management LLC 666 Fifth Avenue New York, New York 10103 Citizenship: Delaware | ||
| ICS Opportunities, Ltd. c/o Millennium International Management LP 666 Fifth Avenue New York, New York 10103 Citizenship: Cayman Islands | ||
| Integrated Assets, Ltd. c/o Millennium International Management LP 666 Fifth Avenue New York, New York 10103 Citizenship: Cayman Islands | ||
| Millennium International Management LP 666 Fifth Avenue New York, New York 10103 Citizenship: Delaware | ||
| Millennium Management LLC 666 Fifth Avenue New York, New York 10103 Citizenship: Delaware | ||
| Millennium Group Management LLC 666 Fifth Avenue New York, New York 10103 Citizenship: Delaware | ||
| Israel A. Englander c/o Millennium Management LLC 666 Fifth Avenue New York, New York 10103 Citizenship: United States | ||
| (d) | Title of Class of Securities: | |
| common stock, par value $0.001 per share ("Common Stock") | ||
| (e) | CUSIP Number: | |
| 02208R106 |
| CUSIP No. | 02208R106 | SCHEDULE 13G | Page | 11 | of | 16 |
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:
| (a) | o | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | ||||
| (b) | o | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | ||||
| (c) | o | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | ||||
| (d) | o | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | ||||
| (e) | o | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| (f) | o | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| CUSIP No. | 02208R106 | SCHEDULE 13G | Page | 12 | of | 16 |
| (g) | o | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | ||||
| (h) | o | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||||
| (i) | o | 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) | o | Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
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
As of the close of business on September 20, 2018, certain of the reporting persons beneficially owned an aggregate of 1,657,446 shares of the Issuer’s Common Stock (consisting of 387,446 shares of the Issuer’s Common Stock and listed options to purchase 1,270,000 shares of the Issuer’s Common Stock) or 5.6% of the Issuer’s Common Stock outstanding. The calculation of the foregoing percentage was based on 29,387,971 shares of the Issuer’s Common Stock outstanding as of August 1, 2018, as per the Issuer’s Form 10-Q dated August 7, 2018.
Thereafter, on September 28, 2018, the reporting persons beneficially owned an aggregate of 2,736,002 shares of the Issuer’s Common Stock or 4.2% of the Issuer’s Common Stock outstanding. The calculation of the foregoing percentage was based on approximately 64.4 million shares of the Issuer’s Common Stock outstanding following the Issuer’s completion of its combination with four operating companies from Fortive Corporation’s Automation & Specialty platform as per the Issuer’s October 1, 2018 press release. Specifically, as of the close of business on September 28, 2018:
i) Integrated Core Strategies (US) LLC, a Delaware limited liability company ("Integrated Core Strategies"), beneficially owned 1,539,982 shares of the Issuer’s Common Stock;
ii) Integrated Assets II LLC, a Delaware limited liability company ("Integrated Assets II"), beneficially owned 260,469 shares of the Issuer’s Common Stock;
iii) ICS Opportunities, Ltd., an exempted company organized under the laws of the Cayman Islands ("ICS Opportunities"), beneficially owned 920,153 shares of the Issuer’s Common Stock; and
iv) Integrated Assets, Ltd., an exempted company organized under the laws of the Cayman Islands ("Integrated Assets"), beneficially owned 15,398 shares of the Issuer’s Common Stock, which collectively with the other foregoing reporting persons represented 2,736,002 shares of the Issuer’s Common Stock or 4.2% of the Issuer’s Common Stock outstanding.
Millennium International Management LP, a Delaware limited partnership ("Millennium International Management"), is the investment manager to ICS Opportunities and Integrated Assets and may be deemed to have shared voting control and investment discretion over securities owned by ICS Opportunities and Integrated Assets.
Millennium Management LLC, a Delaware limited liability company ("Millennium Management"), is the general partner of the managing member of Integrated Core Strategies and Integrated Assets II and may be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies and Integrated Assets II. Millennium Management is also the general partner of the 100% shareholder of ICS Opportunities and Integrated Assets and may be deemed to have shared voting control and investment discretion over securities owned by ICS Opportunities and Integrated Assets.
Millennium Group Management LLC, a Delaware limited liability company ("Millennium Group Management"), is the managing member of Millennium Management and may also be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies and Integrated Assets II. Millennium Group Management is also the general partner of Millennium International Management and may be deemed to have shared voting control and investment discretion over securities owned by ICS Opportunities and Integrated Assets.
Israel A. Englander, a United States citizen ("Mr. Englander"), controls the managing member of Millennium Group Management and may also be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies, Integrated Assets II, ICS Opportunities and Integrated Assets.
The foregoing should not be construed in and of itself as an admission by Millennium International Management, Millennium Management, Millennium Group Management or Mr. Englander as to beneficial ownership of the securities owned by Integrated Core Strategies, Integrated Assets II, ICS Opportunities or Integrated Assets, as the case may be.
(b) Percent of Class:
As of the close of business on September 28, 2018, Millennium Management, Millennium Group Management and Mr. Englander may be deemed to have beneficially owned 2,736,002 shares of the Issuer’s Common Stock or 4.2% of the Issuer’s Common Stock outstanding (see Item 4(a) above), which percentage was calculated based on approximately 64.4 million shares of the Issuer’s Common Stock outstanding following the Issuer’s completion of its combination with four operating companies from Fortive Corporation’s Automation & Specialty platform as per the Issuer’s October 1, 2018 press release.
| CUSIP No. | 02208R106 | SCHEDULE 13G | Page | 13 | of | 16 |
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote-0-
(ii) Shared power to vote or to direct the vote
2,736,002 (See Item 4(b))
(iii) Sole power to dispose or to direct the disposition of
-0-
(iv) Shared power to dispose or to direct the disposition of
2,736,002 (See Item 4(b))
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 followingþ.
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.
Not applicable.
Item 8. Identification and Classification of Members of the Group
See Exhibit I.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above 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. | 02208R106 | SCHEDULE 13G | Page | 14 | of | 16 |
Exhibits:
Exhibit I: Joint Filing Agreement, dated as of September 28, 2018, by and among Integrated Core Strategies (US) LLC, Integrated Assets II LLC, ICS Opportunities, Ltd., Integrated Assets, Ltd., Millennium International Management LP, Millennium Management LLC, Millennium Group Management LLC and Israel A. Englander.
| CUSIP No. | 02208R106 | SCHEDULE 13G | Page | 15 | of | 16 | ||||
SIGNATURE |
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
Dated: September 28, 2018
INTEGRATED CORE STRATEGIES (US) LLC
By: Integrated Holding Group LP,
its Managing Member
By: Millennium Management LLC,
its General PartnerName: Mark Meskin
Title: Chief Trading Officer
INTEGRATED ASSETS II LLC
By: Integrated Holding Group LP,
its Managing Member
By: Millennium Management LLC,
its General PartnerName: Mark Meskin
Title: Chief Trading Officer
ICS OPPORTUNITIES, LTD.
By: Millennium International Management LP,
its Investment ManagerName: Mark Meskin
Title: Chief Trading Officer
INTEGRATED ASSETS, LTD.
By: Millennium International Management LP,
its Investment ManagerName: Mark Meskin
Title: Chief Trading Officer
MILLENNIUM INTERNATIONAL MANAGEMENT LP
Name: Mark Meskin
Title: Chief Trading Officer
MILLENNIUM MANAGEMENT LLC
Name: Mark Meskin
Title: Chief Trading Officer
MILLENNIUM GROUP MANAGEMENT LLC
Name: Mark Meskin
Title: Chief Trading Officer
Israel A. Englander
| CUSIP No. | 02208R106 | SCHEDULE 13G | Page | 16 | of | 16 | ||||
| EXHIBIT I | ||||||||||
| JOINT FILING AGREEMENT |
This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Stock, par value $0.001 per share, of Altra Industrial Motion Corp., a Delaware corporation, will be filed on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Dated: September 28, 2018
INTEGRATED CORE STRATEGIES (US) LLC
By: Integrated Holding Group LP,
its Managing Member
By: Millennium Management LLC,
its General PartnerName: Mark Meskin
Title: Chief Trading Officer
INTEGRATED ASSETS II LLC
By: Integrated Holding Group LP,
its Managing Member
By: Millennium Management LLC,
its General PartnerName: Mark Meskin
Title: Chief Trading Officer
ICS OPPORTUNITIES, LTD.
By: Millennium International Management LP,
its Investment ManagerName: Mark Meskin
Title: Chief Trading Officer
INTEGRATED ASSETS, LTD.
By: Millennium International Management LP,
its Investment ManagerName: Mark Meskin
Title: Chief Trading Officer
MILLENNIUM INTERNATIONAL MANAGEMENT LP
Name: Mark Meskin
Title: Chief Trading Officer
MILLENNIUM MANAGEMENT LLC
Name: Mark Meskin
Title: Chief Trading Officer
MILLENNIUM GROUP MANAGEMENT LLC
Name: Mark Meskin
Title: Chief Trading Officer
Israel A. Englander
