CUSIP No. |
896749108 |
13G | Page | 2 |
of | 11 |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) North Run Capital, LP 36-4504416 |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 1,600,000** | ||||
6 | SHARED VOTING POWER | ||||
0 | |||||
7 | SOLE DISPOSITIVE POWER | ||||
1,600,000** | |||||
8 | SHARED DISPOSITIVE POWER | ||||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
1,600,000** | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | ||||
9.94%** | |||||
12 | TYPE OF REPORTING PERSON* | ||||
PN |
2 of 11
CUSIP No. |
896749108 |
13G | Page | 3 |
of | 11 |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) North Run GP, LP 37-1438821 |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 1,600,000** | ||||
6 | SHARED VOTING POWER | ||||
0 | |||||
7 | SOLE DISPOSITIVE POWER | ||||
1,600,000** | |||||
8 | SHARED DISPOSITIVE POWER | ||||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
1,600,000** | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | ||||
9.94%** | |||||
12 | TYPE OF REPORTING PERSON* | ||||
PN |
3 of 11
CUSIP No. |
896749108 |
13G | Page | 4 |
of | 11 |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) North Run Advisors, LLC 35-2177955 |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 1,600,000** | ||||
6 | SHARED VOTING POWER | ||||
0 | |||||
7 | SOLE DISPOSITIVE POWER | ||||
1,600,000** | |||||
8 | SHARED DISPOSITIVE POWER | ||||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
1,600,000** | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | ||||
9.94%** | |||||
12 | TYPE OF REPORTING PERSON* | ||||
OO |
4 of 11
CUSIP No. |
896749108 |
13G | Page | 5 |
of | 11 |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Todd B. Hammer |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
United States | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 1,600,000** | ||||
6 | SHARED VOTING POWER | ||||
0 | |||||
7 | SOLE DISPOSITIVE POWER | ||||
1,600,000** | |||||
8 | SHARED DISPOSITIVE POWER | ||||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
1,600,000** | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | ||||
9.94%** | |||||
12 | TYPE OF REPORTING PERSON* | ||||
IN |
5 of 11
CUSIP No. |
896749108 |
13G | Page | 6 |
of | 11 |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Thomas B. Ellis |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
United States | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 1,600,000** | ||||
6 | SHARED VOTING POWER | ||||
0 | |||||
7 | SOLE DISPOSITIVE POWER | ||||
1,600,000** | |||||
8 | SHARED DISPOSITIVE POWER | ||||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
1,600,000** | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | ||||
9.94%** | |||||
12 | TYPE OF REPORTING PERSON* | ||||
IN |
6 of 11
Item 1(a)
|
Name of Issuer. | |
Triple-S Management Corporation | ||
Item 1(b)
|
Address of Issuers Principal Executive Offices. | |
1441 F.D. Roosevelt Avenue |
||
San Juan, Puerto Rico, 00920 |
Item 2(a) | Name of Person Filing. | |||||||
(1 | ) | North Run Capital, LP | ||||||
(2 | ) | North Run GP, LP | ||||||
(3 | ) | North Run Advisors, LLC | ||||||
(4 | ) | Todd B. Hammer | ||||||
(5 | ) | Thomas B. Ellis |
Item 2(b)
|
Address of Principal Business Office, or, if none, Residence. | |
For all Filers: | ||
One International Place, Suite 2401 | ||
Boston, MA 02110 | ||
(617) 310-6130 |
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Item 2(c) | Citizenship or Place of Organization. | |||||||
(1 | ) | North Run Capital, LP is a Delaware limited partnership. | ||||||
(2 | ) | North Run GP, LP is a Delaware limited partnership. | ||||||
(3 | ) | North Run Advisors, LLC is a Delaware limited liability company. | ||||||
(4 | ) | Todd B. Hammer is a U.S. citizen. | ||||||
(5 | ) | Thomas B. Ellis is a U.S. citizen. |
Item 2(d)
|
Title of Class of Securities. | |||||
Class B Common Stock, par value $1.00 per share (the Class B Shares). | ||||||
Item 2(e) | CUSIP Number. | |||||
896749108 | ||||||
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. | ||||||
Item 4
|
Ownership. |
(a) | North Run, the GP, the Investment Manager, Todd B. Hammer, and Thomas B. Ellis may be deemed the beneficial owners of 1,600,000 Class B Shares. | |||
(b) | North Run, the GP, the Investment Manager, Todd B. Hammer and Thomas B. Ellis may be deemed the beneficial owners of 9.94% of the outstanding Class B Shares. This percentage was determined by dividing 1,600,000 by 16,100,000, which is the number of Class B Shares outstanding as of December 6, 2007, after giving effect to the full exercise of the underwriters over-allotment option described in the Issuers registration statement on Form S-1/A filed on November 16, 2007 with the Securities and Exchange Commission (the Registration Statement), according to the Registration Statement and as subsequently confirmed by the Issuer. The outstanding Class B Shares represent approximately 50.0% of the Issuers share capital. Outstanding shares of the Issuers Class A common stock represent another approximately 50.0% of its share capital. Shares of Class A common stock are not registered under the Securities Exchange Act of 1934, nor are they listed on any national exchange. Except for a conversion provision applicable to shares of Class A common stock and the anti-dilution rights of the holders of Class B Shares, each as described in the Registration Statement, the rights of Class A common stock are identical to the rights of the Class B Shares. | |||
(c) | North Run, the GP, the Investment Manager, Todd B. Hammer and Thomas B. Ellis have the sole power to vote and dispose of the 1,600,000 Class B Shares beneficially owned. |
8 of 11
Item 5
|
Ownership of Five Percent or Less of a Class. | |
Not Applicable. | ||
Item 6
|
Ownership of More Than Five Percent on Behalf of Another Person. | |
Investors in the Funds identified in the introduction hereto have an indirect interest in dividends and/or sale proceeds of the Class B Shares. The Reporting Persons do not know of any single investor with an interest, directly or indirectly, in more than 5% of the Class B Shares. | ||
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. | ||
Item 10
|
Certification. | |
By signing below each Reporting Person certifies that, to the best of such Reporting Persons 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. | ||
Exhibits
|
Exhibit 1 | |
Joint Filing Agreement, dated December 17, 2007, between North Run, GP, the Investment Manager, Todd B. Hammer and Thomas B. Ellis. |
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NORTH RUN CAPITAL, LP | ||||||||||
By: | North Run Advisors, LLC | |||||||||
its general partner | ||||||||||
By: | /s/ Thomas B. Ellis | |||||||||
Name: | Thomas B. Ellis | |||||||||
Title: | Member | |||||||||
and | ||||||||||
By: | /s/ Todd B. Hammer | |||||||||
Name: | Todd B. Hammer | |||||||||
Title: | Member | |||||||||
NORTH RUN GP, LP | ||||||||||
By: | North Run Advisors, LLC | |||||||||
its general partner | ||||||||||
By: | /s/ Thomas B. Ellis | |||||||||
Name: | Thomas B. Ellis | |||||||||
Title: | Member | |||||||||
and | ||||||||||
By: | /s/ Todd B. Hammer | |||||||||
Name: | Todd B. Hammer | |||||||||
Title: | Member | |||||||||
NORTH RUN ADVISORS, LLC | ||||||||||
By: | /s/ Thomas B. Ellis | |||||||||
Name: | Thomas B. Ellis | |||||||||
Title: | Member |
10 of 11
and | ||||||||||||
By: | /s/ Todd B. Hammer | |||||||||||
Name: | Todd B. Hammer | |||||||||||
Title: | Member | |||||||||||
/s/ Thomas B. Ellis | ||||||||||||
Thomas B. Ellis | ||||||||||||
/s/ Todd B. Hammer | ||||||||||||
Todd B. Hammer |
11 of 11