*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 the Notes).
CUSIP No. 5463L105
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1.
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Westchester Capital Management, LLC
27-3790558
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [ ]
(b) [X]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
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5.
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SOLE VOTING POWER
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1,206,905 shares
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6.
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SHARED VOTING POWER
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None
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7.
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SOLE DISPOSITIVE POWER
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1,206,905 shares
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8.
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SHARED DISPOSITIVE POWER
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None
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,206,905 shares
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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[ ]
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.03%*
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12.
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TYPE OF REPORTING PERSON
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IA
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* Based on 20,000,000 Shares outstanding as of November 12, 2019, as reported in the Issuer’s Quarterly Report for the quarter ending September 30, 2019 filed with the Securities and Exchange Commission on November 12,
2019.
CUSIP No. 5463L105
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Item 1(a).
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Name of Issuer
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The name of the issuer to which this filing on Schedule 13G relates is Leo Holdings Corp. (the “Company”).
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Item 1(b).
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Address of Issuer’s Principal Executive Offices
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The principal executive offices of the Company are located at 21 Grosvenor Place London, SW1X 7HF.
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Item 2(a).
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Name of Person Filing
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This statement is being filed by Westchester Capital Management, LLC ("WCM"), a Delaware limited liability company (the “Reporting Person”).
WCM, a registered investment adviser, serves as (a) investment advisor to each of The Merger Fund (“MF”), The Merger Fund VL ("MF VL") and (b) sub-advisor to Westchester Merger
Arbitrage Strategy sleeve (“JARB”) and JNL/Westchester Capital Event Driven Fund (JNA2) ("JNL", together with MF, MF VL and JARB, the "Funds"). The Funds directly hold ordinary shares for the benefit of the investors in those Funds. Mr. Roy
Behren and Mr. Michael T. Shannon each serve as Co-Presidents of WCM. Messrs. Behren and Shannon are indirect principal owners of WCM and may control WCM.
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Item 2(b).
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Address or Principal Business Office or, if none, Residence:
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100 Summit Drive, Valhalla, NY 10595
WCM is organized under the laws of the State of Delaware.
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Item 2(d).
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Title of Class of Securities
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The class of equity securities of the Company to which this filing on Schedule 13G relates is Class A ordinary shares, par value $0.0001 per share (“Ordinary Shares”).
The CUSIP number for the Ordinary Shares is G5463L105.
CUSIP No. 5463L105
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Item 3.
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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:
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(a)
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[ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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[ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 73c).
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(c)
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[ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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[ ] Investment company registered under section 8 of the Investment Company Act of 1940(15 U.S.C. 80a-8).
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(e)
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[X] An investment adviser in accordance with §13d-1(b)(1)(ii)(E).
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(f)
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[ ] An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
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(g)
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[ ] A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
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(h)
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[ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
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(i)
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[ ] 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).
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(j)
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[ ] Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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[ ] If this statement is filed pursuant to §240.13d-1(c), check this box.
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The information set forth in Rows 5 through 11 of the cover pages to this Schedule 13G is incorporated herein by reference. WCM as (a) investment advisor to each of MF and MF VL and
(b) the sub-advisor to JARB and JNL may be deemed to beneficially own shares of Ordinary Shares held by MF, MF VL, JARB and JNL. Messrs. Behren and Shannon each serve as Co-Presidents of WCM. By virtue of these relationships, WCM and Messrs. Behren
and Shannon may be deemed to beneficially own the Ordinary Shares held by the Funds, however, each of the Reporting Person and Messrs. Behren and Shannon disclaim beneficial ownership of such shares of Ordinary Shares, except to the extent of their
pecuniary interest therein. The filing of this Statement shall not be construed as an admission that the Reporting Person and Messrs. Behren and Shannon are, for the purpose of Section 13(g) of the Act, the beneficial owner of such shares held by
the Funds.
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Item 5.
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Ownership of Five Percent or Less of a Class
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of
securities, check the following [ ].
CUSIP No. 5463L105
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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Not Applicable.
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Item 7.
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Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company:
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Not Applicable.
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Item 8.
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Identification and Classification of Members of the Group
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Not Applicable.
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Item 9.
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Notice of Dissolution of Group
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Not Applicable.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.
CUSIP No. 5463L105
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.
Dated: February 14, 2020
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WESTCHESTER CAPITAL MANAGEMENT, LLC
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By:
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/s/ Bruce Rubin
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Name: Bruce Rubin
Title: Chief Operating Officer
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