|
Chart Industries, Inc.
|
(Name of Issuer)
|
|
Common Stock
|
(Title of Class of Securities)
|
|
16115Q308
|
(CUSIP Number)
|
|
Matthijs Schoten
Chief Executive Officer
Broadview Holding B.V.
Van der Does de Willeboissingel 13, 5211 CC
's-Hertogenbosch, Netherlands
|
+31 73 687 5333
|
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
|
|
October 31, 2016
|
(Date of Event which Requires Filing of this Statement)
|
CUSIP No. 16115Q308
|
SCHEDULE 13D |
Page 2 of 14
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Broadview Investments B.V.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
The Netherlands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
None
|
8
|
SHARED VOTING POWER
2,387,298
|
|
9
|
SOLE DISPOSITIVE POWER
None
|
|
10
|
SHARED DISPOSITIVE POWER
2,387,298
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,387,298
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.8%(1)
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
(1)
|
Solely in the capacity of Broadview Investments B.V. as the direct owner of 2,387,298 shares of the Issuer’s Common Stock (as defined herein), and based upon an aggregate of 30,596,345 shares of the Issuer's Common Stock outstanding as of October 24, 2016 (as reported in the Issuer’s most recent quarterly report on Form 10-Q).
|
CUSIP No. 16115Q308
|
SCHEDULE 13D |
Page 3 of 14
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Broadview Holding B.V.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
The Netherlands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
None
|
8
|
SHARED VOTING POWER
2,387,298*
|
|
9
|
SOLE DISPOSITIVE POWER
None
|
|
10
|
SHARED DISPOSITIVE POWER
2,387,298*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,387,298*
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.8%*
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
*
|
Solely in its capacity as the sole director and sole shareholder of Broadview Investments B.V.
|
CUSIP No. 16115Q308
|
SCHEDULE 13D |
Page 4 of 14
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HAL Investments B.V.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
Not Applicable
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
The Netherlands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
None
|
8
|
SHARED VOTING POWER
2,387,298*
|
|
9
|
SOLE DISPOSITIVE POWER
None
|
|
10
|
SHARED DISPOSITIVE POWER
2,387,298*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,387,298*
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.8%*
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
*
|
Solely in its capacity as the 97.4% shareholder of Broadview Holding B.V.
|
CUSIP No. 16115Q308
|
SCHEDULE 13D |
Page 5 of 14
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HAL Investments Nederland B.V.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
Not Applicable
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
The Netherlands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
None
|
8
|
SHARED VOTING POWER
2,387,298*
|
|
9
|
SOLE DISPOSITIVE POWER
None
|
|
10
|
SHARED DISPOSITIVE POWER
2,387,298*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,387,298*
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.8%*
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
*
|
Solely in its capacity as the sole shareholder of HAL Investments B.V.
|
CUSIP No. 16115Q308
|
SCHEDULE 13D |
Page 6 of 14
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HAL International Investments Luxembourg S.à.r.l
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
Not Applicable
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
None
|
8
|
SHARED VOTING POWER
2,387,298*
|
|
9
|
SOLE DISPOSITIVE POWER
None
|
|
10
|
SHARED DISPOSITIVE POWER
2,387,298*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,387,298*
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.8%*
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
*
|
Solely in its capacity as the sole shareholder of HAL Investments Nederland B.V.
|
CUSIP No. 16115Q308
|
SCHEDULE 13D |
Page 7 of 14
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HAL Investments S.à.r.l
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
Not Applicable
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
None
|
8
|
SHARED VOTING POWER
2,387,298*
|
|
9
|
SOLE DISPOSITIVE POWER
None
|
|
10
|
SHARED DISPOSITIVE POWER
2,387,298*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,387,298*
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.8%*
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
*
|
Solely in its capacity as the sole shareholder of HAL International Investments Luxembourg S.à.r.l.
|
CUSIP No. 16115Q308
|
SCHEDULE 13D |
Page 8 of 14
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HAL Holding N.V.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
Not Applicable
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Curaçao
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
None
|
8
|
SHARED VOTING POWER
2,387,298*
|
|
9
|
SOLE DISPOSITIVE POWER
None
|
|
10
|
SHARED DISPOSITIVE POWER
2,387,298*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,387,298*
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.8%*
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
*
|
Solely in its capacity as the sole shareholder of HAL Investments S.à.r.l.
|
CUSIP No. 16115Q308
|
SCHEDULE 13D |
Page 9 of 14
|
Item 1.
|
Security and Issuer
|
Item 2.
|
Identity and Background
|
Reporting Person
|
Directors and Officers
|
Address and Jurisdiction of
Organization
|
Principal Business
|
Broadview Investments B.V. (“Broadview”)
|
Broadview Holding B.V.
(Director)
|
Van der Does de Willeboissingel
13, 5211 CC, 's-Hertogenbosch,
Netherlands
|
Making equity investments in public and private securities.
|
Broadview Holding B.V.
|
M. Schoten
(Chief Executive Officer)
|
Van der Does de Willeboissingel
13, 5211 CC, 's-Hertogenbosch,
Netherlands
|
Directing strategic developments, supporting long-term growth of portfolio companies and pursuit of new investment opportunities.
|
HAL Investments B.V.
|
R.Kers
J.N. van Wiechen
A.S. Vink
G. van den Rozenberg
(Managing Directors)
|
Weena 696, 3012 CN Rotterdam,
The Netherlands
|
Investment, finance and holding company
|
HAL Investments Nederland B.V.
|
R.Kers
J.N. van Wiechen
A.S. Vink
G. van den Rozenberg
(Managing Directors)
|
Weena 696, 3012 CN Rotterdam,
The Netherlands
|
Investment, finance and holding company
|
HAL International Investments Luxembourg S.à.r.l
|
M.F. Groot
A,A. van 't Hof
Th. van Rijckevorsel
Teun Akkerman
(Managing Directors)
|
15 Rue Edward Steichen, L 2540
Luxembourg
|
Investment, finance and holding company
|
HAL Investments S.à.r.l
|
M.F. Groot
A,A. van 't Hof
Th. van Rijckevorsel
T. Akkerman
(Managing Directors)
|
15 Rue Edward Steichen, L 2540
Luxembourg
|
Investment, finance and holding company
|
HAL Holding N.V. (“HAL Holding”)
|
M.F. Groot
A,A. van 't Hof
J.N. van Wiechen
(Managing Directors)
|
Johan van Walbeeckplein 11 A
Curaçao c/o 5 Avenue des
Citronniers MC 98000 Monaco
|
Acquiring and holding significant shareholdings in public and private companies with the objective of increasing long term shareholders value.
|
CUSIP No. 16115Q308
|
SCHEDULE 13D |
Page 10 of 14
|
Item 4.
|
Purpose of Transaction
|
CUSIP No. 16115Q308
|
SCHEDULE 13D |
Page 11 of 14
|
Item 5.
|
Interest in Securities of the Issuer
|
Transaction Date
|
Quantity
Acquired
|
Price (USD)
|
||||||
October 27, 2016
|
93,050
|
$
|
30.00
|
|||||
October 28, 2016
|
180,000
|
$
|
30.08
|
|||||
October 31, 2016
|
200,000
|
$
|
27.47
|
|||||
November 1, 2016
|
131,833
|
$
|
27.97
|
|||||
November 2, 2016
|
163,757
|
$
|
28.05
|
|||||
November 3, 2016
|
77,121
|
$ |
28.31
|
|||||
November 4, 2016 |
99,145
|
$
|
28.86
|
|||||
November 7, 2016 |
100,000
|
$
|
29.63
|
|||||
November 8, 2016 | 90,000 | $ | 29.51 |
CUSIP No. 16115Q308
|
SCHEDULE 13D |
Page 12 of 14
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
Item 7.
|
Material to be filed as Exhibits
|
Exhibit A
|
Joint Filing Agreement, dated as of November 10, 2016, between Broadview Holding B.V., Broadview Investments B.V., HAL Investments B.V., HAL Investments Nederland B.V., HAL International Investments Luxembourg S.à.r.l, HAL Investments S.à.r.l and HAL Holding N.V.
|
CUSIP No. 16115Q308
|
SCHEDULE 13D |
Page 13 of 14
|
BROADVIEW INVESTMENTS B.V.
|
|
||
|
|
||
By:
|
Broadview Holding B.V.
|
|
|
Its:
|
Managing Director
|
|
|
|
|
|
|
By:
|
/s/ M.J. Schoten
|
|
|
Name:
|
M.J. Schoten |
|
|
Title:
|
CEO |
|
|
|
|
|
|
|
|
||
BROADVIEW HOLDING B.V.
|
|||
|
|
|
|
By:
|
/s/ M.J. Schoten
|
|
|
Name:
|
M.J. Schoten |
|
|
Title:
|
CEO |
|
|
|
|
|
|
|
|
|
|
|
|
||
HAL INVESTMENTS B.V.
|
|||
|
|
|
|
By:
|
/s/ J.N. van Weichen
|
|
|
Name:
|
J.N. van Weichen |
|
|
Title:
|
Managing Director
|
|
|
|
|
|
|
By:
|
/s/ R. Kers | ||
Name:
|
R. Kers | ||
Title:
|
Managing Director
|
||
|
|
|
|
|
|
||
HAL INVESTMENTS NEDERLAND B.V.
|
|||
|
|
|
|
By:
|
/s/ J.N. van Weichen
|
|
|
Name:
|
J.N. van Weichen |
|
|
Title:
|
Managing Director
|
||
|
|
|
|
By:
|
/s/ R. Kers
|
|
|
Name:
|
R. Kers |
|
|
Title:
|
Managing Director
|
|
CUSIP No. 16115Q308
|
SCHEDULE 13D |
Page 14 of 14
|
HAL INTERNATIONAL INVESTMENTS LUXEMBOURG S.À.R.L
|
|||
|
|
|
|
By:
|
/s/ A.A. Van ’t Hof |
|
|
Name:
|
A.A. Van ’t Hof |
|
|
Title:
|
Managing Director
|
||
|
|
|
|
By:
|
/s/ T. Akkerman
|
|
|
Name:
|
T. Akkerman |
|
|
Title:
|
Managing Director
|
|
|
|
|
|
|
|
|
|
|
|
|
||
HAL INVESTMENTS S.À.R.L
|
|||
|
|
|
|
By:
|
/s/ A.A. Van ’t Hof |
|
|
Name:
|
A.A. Van ’t Hof |
|
|
Title:
|
Managing Director
|
||
|
|
|
|
By:
|
/s/ T. Akkerman
|
|
|
Name:
|
T. Akkerman |
|
|
Title:
|
Managing Director
|
|
|
|
|
|
|
|
|
|
|
|
|
||
HAL HOLDING N.V.
|
|
||
|
|
|
|
By:
|
/s/ M.F. Groot
|
||
Name:
|
M.F. Groot | ||
Title:
|
Managing Director
|
||
By:
|
/s/ A.A. Van ’t Hof
|
||
Name:
|
A.A. Van ’t Hof | ||
Title:
|
Managing Director
|
BROADVIEW INVESTMENTS B.V.
|
|
||
|
|
||
By:
|
Broadview Holding B.V.
|
|
|
Its:
|
Managing Director
|
|
|
|
|
|
|
By:
|
/s/ M.J. Schoten
|
|
|
Name:
|
M.J. Schoten |
|
|
Title:
|
CEO |
|
|
|
|
|
|
|
|
||
BROADVIEW HOLDING B.V.
|
|||
|
|
|
|
By:
|
/s/ M.J. Schoten
|
|
|
Name:
|
M.J. Schoten |
|
|
Title:
|
CEO |
|
|
|
|
|
|
|
|
|
|
|
|
||
HAL INVESTMENTS B.V.
|
|||
|
|
|
|
By:
|
/s/ J.N. van Weichen
|
|
|
Name:
|
J.N. van Weichen |
|
|
Title:
|
Managing Director
|
|
|
|
|
|
|
By:
|
/s/ R. Kers | ||
Name:
|
R. Kers | ||
Title:
|
Managing Director
|
||
|
|
|
|
|
|
||
HAL INVESTMENTS NEDERLAND B.V.
|
|||
|
|
|
|
By:
|
/s/ J.N. van Weichen
|
|
|
Name:
|
J.N. van Weichen |
|
|
Title:
|
Managing Director
|
||
|
|
|
|
By:
|
/s/ R. Kers
|
|
|
Name:
|
R. Kers |
|
|
Title:
|
Managing Director
|
|
CUSIP No. 16115Q308
|
SCHEDULE 13D |
Page 14 of 14
|
HAL INTERNATIONAL INVESTMENTS LUXEMBOURG S.À.R.L
|
|||
|
|
|
|
By:
|
/s/ A.A. Van ’t Hof |
|
|
Name:
|
A.A. Van ’t Hof |
|
|
Title:
|
Managing Director
|
||
|
|
|
|
By:
|
/s/ T. Akkerman
|
|
|
Name:
|
T. Akkerman |
|
|
Title:
|
Managing Director
|
|
|
|
|
|
|
|
|
|
|
|
|
||
HAL INVESTMENTS S.À.R.L
|
|||
|
|
|
|
By:
|
/s/ A.A. Van ’t Hof |
|
|
Name:
|
A.A. Van ’t Hof |
|
|
Title:
|
Managing Director
|
||
|
|
|
|
By:
|
/s/ T. Akkerman
|
|
|
Name:
|
T. Akkerman |
|
|
Title:
|
Managing Director
|
|
|
|
|
|
|
|
|
|
|
|
|
||
HAL HOLDING N.V.
|
|
||
|
|
|
|
By:
|
/s/ M.F. Groot
|
||
Name:
|
M.F. Groot | ||
Title:
|
Managing Director
|
||
By:
|
/s/ A.A. Van ’t Hof
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||
Name:
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A.A. Van ’t Hof | ||
Title:
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Managing Director
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