UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): August 15, 2023
The Jones Financial Companies, L.L.L.P.
(Exact Name of Registrant as Specified in Its Charter)
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Missouri (State or Other Jurisdiction
of Incorporation) | 0-16633 (Commission File Number) | 43-1450818 (IRS Employer Identification No.) |
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12555 Manchester Road, Des Peres, Missouri (Address of Principal Executive Offices) | 63131 (Zip Code) |
(314) 515-2000
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| ☐ | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
| | Trading
Symbol(s) | | Name of each exchange
on which registered |
None | | N/A | | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 3.03. | Material Modification to Rights of Security Holders. |
The information provided below in response to Item 5.03 is hereby incorporated by reference into this Item 3.03.
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Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On August 15, 2023, The Jones Financial Companies, L.L.L.P. (the “Partnership”) adopted the Twenty-Second Amended and Restated Agreement of Registered Limited Liability Limited Partnership (the “22nd Partnership Agreement”), which amended and restated the Partnership’s Twenty-First Amended and Restated Agreement of Registered Limited Liability Limited Partnership (the “21st Partnership Agreement”) in its entirety.
The 22nd Partnership Agreement amended the 21st Partnership Agreement to, among other things:
•provide for the issuance of certain limited partnership profits interests in the Partnership (the “Profits Interests”) and establish the rights and obligations of the holders of the Profits Interests;
•modify the net income and net loss allocation and partner distribution provisions to incorporate allocations and distributions with respect to the Profits Interests;
•modify the definition of net income and net loss to include, if applicable, the Partnership's other comprehensive income as determined in accordance with generally accepted accounting principles (GAAP);
•modify the definition of joint venture to include joint ventures formed with financial advisor teams; and
•make certain other non-material, technical and conforming changes.
The description of the 22nd Partnership Agreement above is qualified in its entirety by reference to the corresponding provisions of the 22nd Partnership Agreement, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
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Item 9.01. | Financial Statement and Exhibits. |
(d) Exhibits.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | THE JONES FINANCIAL COMPANIES, L.L.L.P. |
Date: August 16, 2023 | | By: /s/ Andrew T. Miedler |
| | Name: Andrew T. Miedler |
| | Title: Chief Financial Officer |
