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SCHEDULE
13G
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Under
the Securities Exchange Act of 1934
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TRONOX
INCORPORATED
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(Name
of Issuer)
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COMMON
STOCK, $0.01 PAR VALUE -- CLASS
B
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897051108
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(CUSIP
Number)
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August
16, 2008
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(Date
of Event Which Requires Filing of this Statement)
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Check
the appropriate box to designate the rule pursuant to which this Schedule
is filed:
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o Rule
13d-1(b)
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ý Rule
13d-1(c)
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o Rule
13d-1(d)
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*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 the disclosures provided in a prior cover
page.
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The
information required in 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).
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1.
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Names
of Reporting Persons.
I.R.S. Identification Nos. of above persons
(entities only).
Henderson
Global Investors Limited
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2.
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Check the Appropriate Box if
a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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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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United Kingdom |
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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5. Sole
Voting Power
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1,253,213
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6. Shared
Voting Power
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7. Sole
Dispositive Power
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1,253,213
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8. Shared
Dispositive Power
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9.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
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1,253,213
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10.
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
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o |
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11.
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Percent of Class Represented
by Amount in Row (9)
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5.48% |
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12.
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Type of Reporting
Person (See Instructions)
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IA
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| Item 1. |
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(a)
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Name
of Issuer TRONOX
INCORPORATED.
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(b)
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Address of Issuer’s Principal Executive Offices One Leadership Square, Suite 300, 211 N. Robinson Avenue, Oklahoma City, Oklahoma, 73102 |
| Item 2. |
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(a)
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Name
of Person Filing Henderson Global
Investors Limited
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(b)
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Address
of Principal Business Office or, if none, Residence 4
Broadgate, London EC2M 2DA, United
Kingdom
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(c)
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Citizenship
United
Kingdom
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(d)
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Title
of Class of Securities Common Stock, par
value $0.001 per share
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(e)
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CUSIP
Number 897051108
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| 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:
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(a)
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o
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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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o
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
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(c)
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o
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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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o
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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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o
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An
investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E).
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(f)
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o
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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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o
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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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o
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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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o
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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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o
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Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
| Item 4. |
Ownership.
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The
information in Items 5 - 9 and 11 on the cover page of this Schedule 13G
is incorporated herein by
reference.
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| Item 5. |
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 ¨.
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| Item 6. |
Ownership
of More than Five Percent on Behalf of Another Person.
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The
reporting person is an investment adviser registered in the United Kingdom
and has beneficial ownership of the shares which are the subject of this
filing through the investment discretion the reporting person exercises
over its clients’ accounts.
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| Item 7. |
Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company or Control Person.
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Not
Applicable.
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| Item 8. |
Identification
and Classification of Members of the Group.
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Not Applicable.
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| Item 9. |
Notice
of Dissolution of Group.
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| Not Applicable. |
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Item
10.
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Certification.
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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.
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August
19, 2008
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Date
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HENDERSON
GLOBAL INVESTORS LIMITED
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/s/Philip
Woolliscroft
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Signature
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Philip
Woolliscroft / Head of Asset Management
Compliance
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Name/Title
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