UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934

CIRCOR INTERNATIONAL, INC.
(Name of Issuer)

SHARES OF COMMON STOCK, PAR VALUE $0.01
(Title of Class of Securities)

17273K109
(CUSIP Number)

December 11, 2017
(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)

* 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. 17273K109
13G
Page 1 of 4 Pages
 
1.
 
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 COLFAX CORPORATION
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
5.
 
SOLE VOTING POWER
 
 NONE
6.
 
SHARED VOTING POWER
 
 3,283,424
7.
 
SOLE DISPOSITIVE POWER
 
 NONE
8.
 
SHARED DISPOSITIVE POWER
 
 3,283,424
9.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 3,283,424
10.
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    ☐
 
11.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 16.6%
12.
 
TYPE OF REPORTING PERSON (see instructions)

 CO

CUSIP No. 17273K109
13G
Page 2 of 4 Pages
 
Item 1.
 
 
(a)
Name of Issuer
 CIRCOR International, Inc.
 
    
 
(b)
Address of Issuer’s Principal Executive Offices
  
30 Corporate Drive, Suite 200
Burlington, Massachusetts 01803
 
Item 2.
 
 
(a)
Name of Person Filing
 Colfax Corporation
 
    
 
(b)
Address of the Principal Office or, if none, residence
 420 National Business Parkway, 5th Floor
Annapolis Junction, MD 20701
 
    
 
(c)
Citizenship
 Delaware
 
    
 
(d)
Title of Class of Securities
 Common Shares, par value $0.01 of the Issuer
 
    
 
(e)
CUSIP Number
 194014106
 
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:  
 
Not applicable.
 
 
(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)
☐
Group, in accordance with §240.13d-1(b)(1)(ii)(J).
CUSIP No. 17273K109
13G
Page 3 of 4 Pages
 
Item 4.  Ownership.
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
 
(a)
Amount beneficially owned:  3,283,424
 
      
 
(b)
Percent of class:  16.6%
 
      
 
(c)
Number of shares as to which the person has:  3,283,424
 
      
 
 
(i)
Sole power to vote or to direct the vote  0
 
      
 
 
(ii)
Shared power to vote or to direct the vote  3,283,424
 
      
 
 
(iii)
Sole power to dispose or to direct the disposition of  0
 
      
 
 
(iv)
Shared power to dispose or to direct the disposition of  3,283,424
 
      
 
Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
 
Item 5.  Ownership of Five Percent or Less of a Class.
 
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     ☐.
 
Instruction. Dissolution of a group requires a response to this item.
 
Item 6.  Ownership of More than Five 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.
 
  Not applicable.
 
Item 8.  Identification and Classification of Members of the Group.
 
  Not applicable.
 
Item 9.  Notice of Dissolution of Group.
 
  Not applicable.
CUSIP No. 17273K109
13G
Page 4 of 4 Pages
 
Item 10.  Certification.
 
The following certification shall be included if the statement is filed pursuant to §240.13d-1(c):

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.

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.
 
  December 14, 2017
 
Date
   
  /s/ A. Lynne Puckett
 
Signature
   
  SVP and General Counsel 
 
Title