United States
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13D
(Rule13d-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)
Hayley Tanguy
Cinven Capital Management (V) General Partner Limited
Level 4, Mill Court
La Charroterie
St Peter Port, Guernsey GY1 1EJ
Tel: +44 1481 743650
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
August 22, 2018
(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) or240.13d-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 theNotes).
| CUSIP No. 58506Q109 | 13D | Page 1 of 7 Pages |
| 1 | NAMES OF REPORTING PERSONS
Cinven Capital Management (V) General Partner Limited | |||||
| 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
Guernsey | |||||
NUMBER OF
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% | |||||
| 14 | TYPE OF REPORTING PERSON
CO | |||||
| CUSIP No. 58506Q109 | 13D | Page 2 of 7 Pages |
| 1 | NAMES OF REPORTING PERSONS
Cinven Capital Management (V) Limited Partnership Incorporated | |||||
| 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
Guernsey | |||||
NUMBER OF
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% | |||||
| 14 | TYPE OF REPORTING PERSON
PN | |||||
| CUSIP No. 58506Q109 | 13D | Page 3 of 7 Pages |
| 1 | NAMES OF REPORTING PERSONS
Medpace GP Limited | |||||
| 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
Guernsey | |||||
NUMBER OF
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% | |||||
| 14 | TYPE OF REPORTING PERSON
CO | |||||
| CUSIP No. 58506Q109 | 13D | Page 4 of 7 Pages |
| 1 | NAMES OF REPORTING PERSONS
Medpace Limited Partnership | |||||
| 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
Guernsey | |||||
NUMBER OF
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% | |||||
| 14 | TYPE OF REPORTING PERSON
PN | |||||
| CUSIP No. 58506Q109 | 13D | Page 5 of 7 Pages |
Explanatory Note
This Amendment No. 7 to Schedule 13D (“Amendment No. 7”) amends and supplements the Statement on Schedule 13D filed with the United States Securities and Exchange Commission on August 26, 2016, (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.
| Item 4. | Purpose of Transaction |
Item 4 of the Statement is amended and supplemented by inserting the following information:
On August 22, 2018, Medpace Limited Partnership (“Medpace Limited”) agreed to sell 5,224,997 shares of Common Stock at a price of $54.75 per share (the “Offering”) to Morgan Stanley & Co. LLC (the “Underwriter”) pursuant to the terms and conditions of the underwriting agreement (the “Underwriting Agreement”) entered into between the Issuer, Medpace Limited and the Underwriter. The sale was consummated on August 27, 2018.
Pursuant to the Underwriting Agreement, Medpace Limited has agreed that, subject to specified exceptions, without the prior written consent of the Underwriter, it will not, during the period ending 30 days after the date of the final prospectus supplement with respect to the Offering: (i) sell, offer, contract or grant any option to sell (including any short sale), pledge, transfer, or enter into any similar transactions with respect to the Common Stock; (ii) otherwise dispose of any shares of Common Stock, options or warrants to acquire shares of Common Stock, or securities exchangeable or exercisable for or convertible into shares of Common Stock currently or hereafter owned either of record or beneficially; or (iii) publicly announce an intention to do any of the foregoing.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit 10 hereto and is incorporated herein by reference.
| CUSIP No. 58506Q109 | 13D | Page 6 of 7 Pages |
| Item 5. | Interest in Securities of the Issuer |
Item 5 of the Statement is hereby is amended and restated in its entirety as follows:
(a) – (b)
This Amendment No. 7 is being filed on behalf of the Reporting Persons to report that, as of August 27, 2018, the Reporting Persons do not beneficially own any shares of the Issuer’s Common Stock.
(c) Except as set forth in Item 4, none of the Reporting Persons or Related Persons has effected any transactions in the Common Stock of the Issuer since the most recent filing on Schedule 13D.
(d) None.
(e) As of August 27, 2018, the Reporting Persons ceased to be the beneficial owner of more than five percent of the Common Stock of the Issuer.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Item 6 of the Statement is amended and supplemented as follows:
Item 4 above summarizes certain provisions of the Underwriting Agreement and is incorporated herein by reference. A copy of the Underwriting Agreement is attached as Exhibit 10 hereto, and is incorporated herein by reference.
Except as set forth herein, none of the Reporting Persons or Related Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including, but not limited to, any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.
| Item 7. | Materials to be Filed as Exhibits |
Exhibit | Description | |
| 10 | Underwriting Agreement, dated as of August 22, 2018, by and among Medpace Holdings, Inc., Medpace Limited Partnership, and Morgan Stanley & Co. LLC (incorporated by reference to Exhibit 1.1 to the Issuer’s Current Report on Form8-K filed on August 24, 2018). | |
| CUSIP No. 58506Q109 | 13D | Page 7 of 7 Pages |
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: August 27, 2018
| Cinven Capital Management (V) General Partner Limited | ||
| By: | /s/ Hayley Tanguy | |
| Name: | Hayley Tanguy | |
| Title: | Director | |
| Cinven Capital Management (V) Limited Partnership Incorporated | ||
| By: | Cinven Capital Management (V) General Partner Limited, its general partner | |
| By: | /s/ Hayley Tanguy | |
| Name: | Hayley Tanguy | |
| Title: | Director | |
| Medpace GP Limited | ||
| By: | /s/ Belinda Ridout | |
| Name: | Belinda Ridout | |
| Title: | Director | |
Medpace Limited Partnership acting through its general partner Medpace GP Limited | ||
| By: | /s/ Belinda Ridout | |
| Name: | Belinda Ridout | |
| Title: | Director | |
