| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 1
)*
|
Zurn Elkay Water Solutions Corporation, a Delaware corporation (Name of Issuer) |
Common Stock, $0.01 par value per share (Title of Class of Securities) |
98983L108 (CUSIP Number) |
02/13/2025 (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) |
SCHEDULE 13G |
| CUSIP No. | 98983L108 |
| 1 | Names of Reporting Persons Ice Mountain LLC | ||||||||
| 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 DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 15,002,819.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 8.90 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
This Statement on Schedule 13G/A (the "Schedule 13G/A") is being filed on behalf of (i) Ice Mountain LLC, a Delaware limited liability company ("Ice Mountain"); (ii) Cascade Bay LLC, a Delaware limited liability company ("Cascade Bay"), for itself and as the Manager of Ice Mountain; (iii) Katz 2004 DYN Trust ("DYN"), the Special Assets Manager of Cascade Bay; (iv) Katz New VBA Trust ("New VBA"); (v) Katz Voting Stock Trust, a formerly revocable trust ("KVST"); (vi) Aimee Katz, individually and with April Jalazo, the seat holders of each of the voting committees with the power to direct DYN, New VBA and KVST (each, a "Voting Committee" and collectively, the "Voting Committees"); and (vii) April Jalazo, individually and with Aimee Katz, the seat holders of the Voting Committees (each individually, a "Reporting Person", and collectively, the "Reporting Persons"), related to the common stock, par value $0.01 per share (the "Common Stock"), of Zurn Elkay Water Solutions Corporation, a Delaware corporation (the "Issuer").
Ice Mountain acquired its shares in the Issuer as a result of the combination of Zurn Water Solutions Corporation ("Zurn") and Elkay Manufacturing Company ("Elkay") in 2022. Ice Mountain's holdings in Zurn represent the interests of those members of the Katz family (the founding family of Elkay), who owned a controlling interest in Elkay (a family-owned business formed in 1920) immediately before merging with Zurn. The family members that Ice Mountain represents have expressed their desire that Ice Mountain continue to be an investor in the Issuer for the long-term, with no current plans for Ice Mountain to further diversify Ice Mountain's remaining holdings, and as such, Ice Mountain has entered into a lock-up agreement for Ice Mountain's remaining shares that expires October 31, 2026.
SCHEDULE 13G |
| CUSIP No. | 98983L108 |
| 1 | Names of Reporting Persons Cascade Bay LLC | ||||||||
| 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 DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 15,002,819.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 8.90 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
SCHEDULE 13G |
| CUSIP No. | 98983L108 |
| 1 | Names of Reporting Persons Katz 2004 DYN 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 ILLINOIS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 15,002,819.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 8.90 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
SCHEDULE 13G |
| CUSIP No. | 98983L108 |
| 1 | Names of Reporting Persons Katz Voting Stock 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 FLORIDA | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 236,387.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.14 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
SCHEDULE 13G |
| CUSIP No. | 98983L108 |
| 1 | Names of Reporting Persons Katz New VBA 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 ILLINOIS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 14,101.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.01 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
SCHEDULE 13G |
| CUSIP No. | 98983L108 |
| 1 | Names of Reporting Persons Aimee Katz | ||||||||
| 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 UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 15,259,985.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 9.06 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
SCHEDULE 13G |
| CUSIP No. | 98983L108 |
| 1 | Names of Reporting Persons April Jalazo | ||||||||
| 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 UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 15,253,307.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 9.05 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Zurn Elkay Water Solutions Corporation, a Delaware corporation | |
| (b) | Address of issuer's principal executive
offices: 51 West Freshwater Way, Milwaukee, WI, 53204 | |
| Item 2. | ||
| (a) | Name of person filing: (i) Ice Mountain LLC
(ii) Cascade Bay LLC
(iii) Katz 2004 DYN Trust
(iv) Katz New VBA Trust
(v) Katz Voting Stock Trust
(vi) Aimee Katz
(vii) April Jalazo | |
| (b) | Address or principal business office or, if
none, residence: Ice Mountain: c/o The Northern Trust Company, 50 S. LaSalle St., B-3, Chicago, IL 60603, Attn: John R. Thickens
Cascade Bay: c/o The Northern Trust Company, 50 S. LaSalle St., B-3, Chicago, IL 60603, Attn: John R. Thickens
DYN: c/o The Northern Trust Company, 50 S. LaSalle St., B-3, Chicago, IL 60603, Attn: John R. Thickens
New VBA: c/o The Northern Trust Company, 50 S. LaSalle St., B-3, Chicago, IL 60603, Attn: John R. Thickens
KVST: c/o The Northern Trust Company, 50 S. LaSalle St., B-3, Chicago, IL 60603, Attn: John R. Thickens
Aimee Katz: 4525 Sterling Road, Downers Grove, IL 60515-3040
April Jalazo: 646 Columbus Drive, Tierra Verde, FL 33715-2030 | |
| (c) | Citizenship: Each of Ice Mountain and Cascade Bay are formed under the laws of the State of Delaware. Each of DYN and New VBA are formed under the laws of the State of Illinois. KVST is formed under the laws of the State of Florida.
Aimee Katz and April Jalazo are each a citizen of the United States. | |
| (d) | Title of class of securities: Common Stock, $0.01 par value per share | |
| (e) | CUSIP No.: 98983L108 | |
| 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 associations 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). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: The percentages set forth in this Schedule 13G/A are calculated based upon approximately 168,479,246 shares of Common Stock of the Issuer outstanding as of February 14, 2025, such number of shares being based on information provided by the Issuer on February 19, 2025.
The information required by Items 4(a)-(c) is set forth in rows 5-11 of the cover page of each Reporting Person and is incorporated by reference for each such Reporting Person. | |
| (b) | Percent of class: | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: | ||
| (ii) Shared power to vote or to direct the
vote: | ||
| (iii) Sole power to dispose or to direct the
disposition of: | ||
| (iv) Shared power to dispose or to direct the
disposition of: | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 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. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my 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. |
| 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. |
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Exhibit
Information |
Exhibit A Joint Filing Agreement dated February 19, 2025 by and among the Reporting Persons |