| | Item 1(a). | Name of Issuer: |
FTS International, Inc. (the “Issuer”).
| Item 1(b). | Address of the Issuer’s Principal Executive Offices: |
777 Main Street, Suite 2900, Fort Worth, Texas 76102.
| Item 2(a). | Name of Person Filing: |
This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
| | (i) | GLG Partners LP (the “Investment Manager”); and |
| (ii) | Man Group plc (the “Parent Company”). |
This Statement relates to Shares (as defined herein) held by certain other funds and/or managed accounts to which the Investment Manager serves as investment manager (collectively, the “GLG Funds”) and Shares held by certain funds and/or managed accounts to which Numeric Investors LLC (the “Additional Investment Manager”) serves as investment manager (collectively, the “Numeric Funds” and, together with the GLG Funds, the “Funds”). Parent Company indirectly, through various intermediate entities, controls the Investment Manager and the Additional Investment Manager.
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
The address of the principal business office of each Reporting Person is Riverbank House, 2 Swan Lane, London EC4R 3AD, United Kingdom.
The Investment Manager is a United Kingdom limited partnership. The Parent Company is a Jersey public limited company.
| Item 2(d). | Title of Class of Securities: |
Class A Common Stock, par value $0.01 per share (the “Shares”)
30283W302
| 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: |
This Item 3 is not applicable.
| Item 4(a) | Amount Beneficially Owned: |
As of December 31, 2021, each of the Reporting Persons may have been deemed to be the beneficial owner of 686,326 Shares held by the GLG Funds.
As of February 4, 2022, the Investment Manager may be deemed to be the beneficial owner of 686,326 Shares held by the GLG Funds.
As of February 4, 2022, the Parent Company may be deemed to be the beneficial owner of 692,726 Shares. This amount consists of: (A) 686,326 Shares held by the GLG Funds; and (B) 6,400 Shares held by the Numeric Funds. The Parent Company hereby disclaims any beneficial ownership of any such Shares.
| Item 4(b) | Percent of Class |
As of December 31, 2021, each of the Reporting Persons may have been deemed to be the beneficial owner of approximately 5.0% of Shares outstanding. (This percentage is based on 13,750,545 Shares that were outstanding as of November 1, 2022 as reported in the Issuer’s quarterly report on Form 10-Q, filed with the Securities and Exchange Commission on November 5, 2021.)
As of February 4, 2022, the Investment Manager may be deemed to be the beneficial owner of approximately 5.0% of Shares outstanding, and the Parent Company may be deemed to be the beneficial owner of approximately 5.0% of Shares outstanding. (This percentage is based on 13,837,746 Shares outstanding as of January 21, 2022 as reported in the Issuer’s proxy statement on DEFM14A, filed with the Securities and Exchange Commission on January 24, 2022.)
| Item 4(c) | Number of Shares as to which such person has: |
Investment Manager
| (i) | Sole power to vote or direct the vote: 0 |
| (ii) | Shared power to vote or direct the vote: 686,326 |
| (iii) | Sole power to dispose or direct the disposition of: 0 |
| (iv) | Shared power to dispose or direct the disposition of: 686,326 |
Parent Company
| (i) | Sole power to vote or direct the vote: 0 |
| (ii) | Shared power to vote or direct the vote: 692,726 |
| (iii) | Sole power to dispose or direct the disposition of: 0 |
| (iv) | Shared power to dispose or direct the disposition of: 692,726 |
| Item 5. | Ownership of Five Percent or Less of a Class: |
As of December 31, 2021, each of the Reporting Persons ceased to be the beneficial owners of more than five percent of the Shares. Subsequently, on January 12, 2022, the Parent Company again surpassed five percent beneficial ownership of the Shares.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person: |
This Item 6 is not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: |
See disclosure in Item 2 hereof.
| Item 8. | Identification and Classification of Members of the Group: |
This Item 8 is not applicable.
| Item 9. | Notice of Dissolution of Group: |
This Item 9 is not applicable.
By signing below each Reporting Person 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, other than activities solely in connection with a nomination under §240.14a-11.
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
| | GLG PARTNERS LP | |
| | | |
| | By: /s/ Katherine Squire | |
| | Name: Katherine Squire | |
| | Title: Chief Compliance Officer | |
| | | |
| | MAN GROUP PLC | |
| | | |
| | By: /s/ Antoine Forterre | |
| | Name: Antoine Forterre | |
| | Title: Chief Financial Officer | |
| | | |
February 4, 2022 | | |
EXHIBIT INDEX
Ex. | Page No. |
| |
|
A | Joint Filing Agreement | 9
|
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
| | GLG PARTNERS LP | |
| | | |
| | By: /s/ Katherine Squire | |
| | Name: Katherine Squire | |
| | Title: Chief Compliance Officer | |
| | | |
| | MAN GROUP PLC | |
| | | |
| | By: /s/ Antoine Forterre | |
| | Name: Antoine Forterre | |
| | Title: Chief Financial Officer | |
| | | |
February 4, 2022 | | |
