Bendheim Amends Phibro Animal Health Stake
Ticker: PAHC · Form: SC 13D/A · Filed: Nov 15, 2024 · CIK: 1069899
| Field | Detail |
|---|---|
| Company | Phibro Animal Health Corp (PAHC) |
| Form Type | SC 13D/A |
| Filed Date | Nov 15, 2024 |
| Risk Level | medium |
| Pages | 7 |
| Reading Time | 8 min |
| Key Dollar Amounts | $0.0001 |
| Sentiment | neutral |
Sentiment: neutral
Topics: 13d-amendment, beneficial-ownership, phibro-animal-health
Related Tickers: PAHC
TL;DR
Bendheim updated his Phibro stake filing (13D/A #21) - watch for more details.
AI Summary
Jack C. Bendheim, through BFI Co., LLC, has amended their Schedule 13D filing for Phibro Animal Health Corporation on November 15, 2024. This amendment, the 21st, indicates a change in the beneficial ownership of the company's Class A Common Stock. Specific details regarding the nature of the change or the exact number of shares involved are not provided in this excerpt.
Why It Matters
Changes in beneficial ownership filings like this can signal shifts in control or significant investment activity by major shareholders, potentially impacting stock price and corporate strategy.
Risk Assessment
Risk Level: medium — Amendments to Schedule 13D filings often precede significant corporate actions or shifts in shareholder influence, warranting close attention.
Key Numbers
- 21 — Amendment Number (Indicates this is the 21st update to the filing.)
- 20241115 — Filing Date (Date the amendment was filed with the SEC.)
Key Players & Entities
- Jack C. Bendheim (person) — Filing party and beneficial owner
- BFI Co., LLC (company) — Filing entity controlled by Jack C. Bendheim
- Phibro Animal Health Corporation (company) — Subject company
- Class A Common Stock (security) — Securities subject to the filing
FAQ
What specific changes in beneficial ownership are detailed in this 13D/A filing?
This excerpt does not specify the exact changes in beneficial ownership, only that an amendment (No. 21) has been filed by Jack C. Bendheim and BFI Co., LLC.
Who is the subject company of this filing?
The subject company is Phibro Animal Health Corporation.
What is the CUSIP number for Phibro Animal Health Corporation's Class A Common Stock?
The CUSIP number is 71742Q 106.
What is the filing date of this Schedule 13D/A amendment?
The filing date is November 15, 2024.
What is the relationship between Jack C. Bendheim and BFI Co., LLC in this filing?
Jack C. Bendheim is identified as the subject, and BFI Co., LLC is listed as the filing entity, indicating control or significant association.
Filing Stats: 2,026 words · 8 min read · ~7 pages · Grade level 10.9 · Accepted 2024-11-15 16:15:40
Key Financial Figures
- $0.0001 — ssuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securiti
Filing Documents
- tm2428325d1_sc13da.htm (SC 13D/A) — 47KB
- 0001104659-24-119723.txt ( ) — 48KB
Security and Issuer
Item 1. Security and Issuer
of the Schedule 13D (defined below) is hereby
Item 1 of the Schedule 13D (defined below) is hereby supplemented as follows: This Amendment No. 21 to Schedule 13D (this “Amendment”) relates to the Class A Common Stock of Phibro Animal Health Corporation, a Delaware corporation (the “Issuer”) beneficially owned by the Reporting Persons. This Amendment is being filed by each of the Reporting Persons to amend the Schedule 13D (the “Schedule 13D”) which was originally filed on April 29, 2014 and amended by that certain Amendment No. 1 to Schedule 13D, filed August 11, 2014, that certain Amendment No. 2 to Schedule 13D, filed March 24, 2015, that certain Amendment No. 3 to Schedule 13D, filed August 4, 2015, that certain Amendment No. 4 to Schedule 13D, filed November 2, 2015, that certain Amendment No. 5 to Schedule 13D, filed March 23, 2016, that certain Amendment No. 6 to Schedule 13D, filed May 30, 2017, that certain Amendment No. 7 to Schedule 13D, filed June 23, 2017, that certain Amendment No. 8 to Schedule 13D, filed July 14, 2017, that certain Amendment No. 9 to Schedule 13D, filed December 26, 2017, that certain Amendment No. 10 to Schedule 13D, filed June 26, 2018, that certain Amendment No. 11 to Schedule 13D, filed September 17, 2018, that certain Amendment No. 12 to Schedule 13D, filed June 26, 2019, that certain Amendment No. 13 to Schedule 13D, filed December 20, 2019, that certain Amendment No. 14 to Schedule 13D, filed June 8, 2020, that certain Amendment No. 15 to Schedule 13D, filed December 15, 2020, that certain Amendment No. 16 to Schedule 13D, filed June 25, 2021, that certain Amendment No. 17 to Schedule 13D, filed May 25, 2022, that certain Amendment No. 18 to Schedule 13D, filed December 16, 2022, that certain Amendment No. 19 to Schedule 13D, filed June 8, 2023 and that certain Amendment No. 20 to Schedule 13D, filed February 14, 2024. Except as otherwise set forth herein, this Amendment does not modify any of the information previously reported by the
Purpose of Transaction
Item 4. Purpose of Transaction
of the Schedule 13D is hereby supplemented
Item 4 of the Schedule 13D is hereby supplemented as follows: On November 14, 2024, BFI Co., LLC (“BFI”) entered into a Rule 10b5-1 sales plan (the “Sales Plan”) with Goldman, Sachs & Co. LLC (“Broker”) pursuant to which Broker is authorized and directed to sell on behalf of BFI up to 528,000 shares of Class A Common Stock through August 28, 2025, sold on a single trading day. All transactions under the Sales Plan are to be made in accordance with the terms and conditions of the Sales Plan. The Sales Plan was adopted to enable BFI to sell a modest portion of its shares of Class A Common Stock (and Class B Common Stock that BFI converts to Class A Common Stock). By using a Rule 10b5-1 Sales Plan, BFI can diversify its investment portfolio over an extended period of time. The Sales Plan became effective as of November 14, 2024 and shall terminate on the earliest of (a) August 28, 2025, (b) the date on which all transactions under the Sales Plan are completed, (c) the date Broker reasonably determines that: (i) the Sales Plan does not comply with Rule 10b5-1(c) or other applicable laws, (ii) BFI has not complied with the Sales Plan, or (iii) BFI’s representations or warranties in the Sales Plan are not true and correct, or BFI can no longer make such representations and warranties, (d) the date Broker receives notice of the death, dissolution, liquidation, bankruptcy or insolvency of BFI or the Issuer, (e) the date Broker receives notice of the closing of a merger, recapitalization, acquisition, tender or exchange offer, or other business combination or reorganization resulting in the exchange or conversion of the shares of the Issuer into shares of another company, (f) the date the stock of the Issuer is no longer listed on a national securities exchange or (g) the date that the Broker receiv
Interest in Securities of the Issuer
Item 5. Interest in Securities of the Issuer
of the Schedule 13D is hereby amended and
Item 5 of the Schedule 13D is hereby amended and supplemented as follows: The ownership percentages set forth below are based on 20,337,574 shares of Class A Common Stock and 20,166,034 shares of Class B Common Stock outstanding as of November 1, 2024, as reported in the Issuer’s Form 10-Q for the quarter ended September 30, 2024, filed on November 6, 2024. (a)BFI directly owns 59,480 shares of Class A Common Stock and 20,166,034 shares of Class B Common Stock as of November 14, 2024, representing 49.9% of the total number of shares of Class A Common Stock outstanding, assuming that all outstanding shares of Class B Common Stock are converted into shares of Class A Common Stock. As the Class A Manager of BFI, Jack C. Bendheim may be deemed to beneficially own the 59,480 shares of Class A Common Stock and 20,166,034 shares of Class B Common Stock owned by BFI. Mr. Bendheim disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. (b)Jack C. Bendheim has the sole authority to vote all of the common stock of the Issuer owned by BFI and, together with certain other family members, is the manager of BFI with respect to the economic rights pertaining to such common stock of the Issuer owned by BFI. (c)There were no transactions in securities of the Issuer beneficially owned by the Reporting Persons in the last sixty days. (d)Other than the Reporting Persons, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Reporting Persons’ securities. (e)Not applicable. 2 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. November 15, 2024 /s/ Jack C. Bendheim Jack C. Bendheim BFI CO., LLC By: /s/ Jack C. Bendheim Name: Jack C. Bendheim Title: Class A Manager 3