Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
|
Resideo Technologies, Inc. (Name of Issuer) |
Common Stock, $0.001 par value (Title of Class of Securities) |
76118Y104 (CUSIP Number) |
Rima Simson Clayton, Dubilier & Rice, LLC, 550 Madison Avenue, 32nd Floor New York, NY, 10022 (212) 407-5227 Uri Herzberg Debevoise & Plimpton LLP, 66 Hudson Blvd E New York, NY, 10001 (212) 909-6000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
07/25/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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).
SCHEDULE 13D
|
| CUSIP No. | 76118Y104 |
| 1 |
Name of reporting person
CD&R Channel Holdings II, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
28,750,250.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
17.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The reported securities represent (i) 18,517,830 shares of common stock, par value $0.001 per share (the "Common Stock"), that are issuable upon the conversion (based on an initial conversion price of $26.92), at the option of the holder, of 498,500 shares of Series A Cumulative Convertible Participating Preferred Stock (the "Preferred Stock") beneficially owned by the Reporting Person and (ii) 10,232,420 shares of Common Stock directly held by the Reporting Person. All percentages are calculated using a fraction, the numerator of which is the total number of shares of Common Stock set forth above and the denominator of which is 167,021,364, which is equal to the sum of 148,503,534 shares of Common Stock outstanding as of April 28, 2025, as reported in the Issuer's Form 10-Q, filed May 6, 2025, plus 18,517,830 shares of Common Stock issuable upon conversion of Preferred Stock beneficially owned by the Reporting Person.
SCHEDULE 13D
|
| CUSIP No. | 76118Y104 |
| 1 |
Name of reporting person
CD&R Channel Holdings, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
18,517,830.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The reported securities represent 18,517,830 shares of Common Stock that are issuable upon the conversion (based on an initial conversion price of $26.92), at the option of the holder, of 498,500 shares of Preferred Stock beneficially owned by the Reporting Person. All percentages are calculated using a fraction, the numerator of which is the total number of shares of Common Stock set forth above and the denominator of which is 167,021,364, which is equal to the sum of 148,503,534 shares of Common Stock outstanding as of April 28, 2025, as reported in the Issuer's Form 10-Q, filed May 6, 2025, plus 18,517,830 shares of Common Stock issuable upon conversion of Preferred Stock beneficially owned by the Reporting Person.
SCHEDULE 13D
|
| CUSIP No. | 76118Y104 |
| 1 |
Name of reporting person
CD&R Investment Associates XII, Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
28,750,250.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
17.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
The reported securities represent (i) 18,517,830 shares of Common Stock that are issuable upon the conversion (based on an initial conversion price of $26.92), at the option of the holder, of 498,500 shares of Preferred Stock beneficially owned by the Reporting Person and (ii) 10,232,420 shares of Common Stock directly held by CD&R Channel Holdings II, L.P. ("CD&R Holdings II"). All percentages are calculated using a fraction, the numerator of which is the total number of shares of Common Stock set forth above and the denominator of which is 167,021,364, which is equal to the sum of 148,503,534 shares of Common Stock outstanding as of April 28, 2025, as reported in the Issuer's Form 10-Q, filed May 6, 2025, plus 18,517,830 shares of Common Stock issuable upon conversion of Preferred Stock beneficially owned by the Reporting Person.
SCHEDULE 13D
|
| CUSIP No. | 76118Y104 |
| 1 |
Name of reporting person
CD&R Associates XII, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
28,750,250.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
17.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The reported securities represent (i) 18,517,830 shares of Common Stock that are issuable upon the conversion (based on an initial conversion price of $26.92), at the option of the holder, of 498,500 shares of Preferred Stock beneficially owned by the Reporting Person and (ii) 10,232,420 shares of Common Stock directly held by CD&R Holdings II. All percentages are calculated using a fraction, the numerator of which is the total number of shares of Common Stock set forth above and the denominator of which is 167,021,364, which is equal to the sum of 148,503,534 shares of Common Stock outstanding as of April 28, 2025, as reported in the Issuer's Form 10-Q, filed May 6, 2025, plus 18,517,830 shares of Common Stock issuable upon conversion of Preferred Stock beneficially owned by the Reporting Person.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.001 par value | |
| (b) | Name of Issuer:
Resideo Technologies, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
901 E 6TH STREET, AUSTIN,
TEXAS
, 78702. | |
Item 1 Comment:
This Amendment No. 3 amends the Statement on Schedule 13D initially filed on June 24, 2024 with the Securities and Exchange Commission and amended on November 27, 2024 and May 9, 2025 (as amended, the "Schedule 13D") by (i) CD&R Channel Holdings, L.P., a Cayman Islands exempted limited partnership ("CD&R Holdings"), (ii) CD&R Holdings II, (iii) CD&R Investment Associates XII, Ltd., a Cayman Islands exempted company ("CD&R Investment Associates"), and (iv) CD&R Associates XII, L.P., a Cayman Islands exempted limited partnership ("CD&R Associates" and, together with CD&R Holdings, CD&R Holdings II and CD&R Investment Associates, collectively the "Reporting Persons"). | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Schedule 13D is hereby amended and supplemented by inserting the following at the end thereof. On July 25, 2025, CD&R Holdings II acquired from UBS AG, London Branch ("UBS"), represented by UBS Securities LLC as its agent, 4,477,919 shares of Common Stock for a total acquisition price of $99,999,991.52, pursuant to a previously disclosed agreement with UBS dated as of November 27, 2024 (the "Master Confirmation Agreement"). CD&R Holdings II funded the acquisition
with one or more of the Reporting Persons' or their respective affiliates' cash on hand from capital contributions from its partners and cash dividends received in respect of Preferred Stock. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented by inserting the following at the end thereof. On July 24, 2025, CD&R Holdings II delivered a termination notice (the "Termination Notice") to UBS, notifying UBS that, in accordance with Section 8(d) of the Master Confirmation Agreement, it terminated all remaining Transactions (as defined in the Master Confirmation Agreement) under the Master Confirmation Agreement with an Effective Date (as defined in the Master Confirmation Agreement) following the date of such Termination Notice and the terms of the Master Confirmation Agreement solely to the extent relating to each Trade Notification (as defined in the Master Confirmation Agreement) with respect to each such Transaction. The foregoing description of the Termination Notice does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Termination Notice, which is filed as Exhibit 99.11 hereto and is incorporated herein by reference. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of the Schedule 13D is hereby amended in its entirety to read as follows. (i) (1) CD&R Holdings is the beneficial owner of 18,517,830 shares of Common Stock on an as-converted basis (based on an initial conversion price of Preferred Stock of $26.92), which are issuable upon conversion, at the option of the holder, of 498,500 shares of Preferred Stock that are held directly by CD&R Holdings, and (2) CD&R Holdings II directly holds 10,232,420 shares of Common Stock. Taking into account such securities, CD&R Holdings beneficially owns 11.1% of the outstanding shares of Common Stock and CD&R Holdings II, CD&R Investment Associates and CD&R Associates beneficially own 17.2% of the outstanding shares of Common Stock, based on (x) the initial conversion price of Preferred Stock of $26.92 and (y) 148,503,534 shares of Common Stock outstanding as of April 28, 2025, as reported in the Issuer's Form 10-Q, filed May 6, 2025. (ii) CD&R Holdings II and CD&R Investment Associates may be deemed to beneficially own the 18,517,830 shares of Common Stock issuable upon conversion of the 498,500 shares of Preferred Stock that are held directly by CD&R Holdings because CD&R Holdings is wholly owned by CD&R Holdings II and CD&R Investment Associates is the general partner of CD&R Holdings II, but each of CD&R Holdings II and CD&R Investment Associates expressly disclaims such beneficial ownership. CD&R Investment Associates may be deemed to beneficially own the 10,232,420 shares of Common Stock that are held directly by CD&R Holdings II because CD&R Investment Associates is the general partner of CD&R Holdings II, but CD&R Investment Associates expressly disclaims such beneficial ownership. Investment and voting decisions with respect to the reported securities are made by majority vote of an investment committee of limited partners of CD&R Associates that consists of more than ten individuals, each of whom is also an investment professional of Clayton, Dubilier & Rice, LLC (the "Investment Committee"). All members of the Investment Committee expressly disclaim beneficial ownership of the reported securities. (iii) CD&R Investment Associates is managed by a two-person board of directors. Donald J. Gogel and Nathan K. Sleeper, as the directors of CD&R Investment Associates, may be deemed to share beneficial ownership of the reported securities. Such persons expressly disclaim such beneficial ownership. | |
| (b) | In addition to the description set forth above in Item 5(a), see the cover pages of this Schedule 13D for a description of the respective voting powers and disposition powers of the Reporting Persons. The responses set forth in Items 4 and 6 are incorporated by reference in their entirety. | |
| (c) | The 4,477,919 shares of Common Stock acquired by CD&R Holdings II on July 25, 2025 pursuant to the Master Confirmation Agreement were acquired at a price per share equal to $22.3318. Except for the foregoing or as otherwise set forth herein, each of the Reporting Persons reports that neither it, nor to its knowledge, any other person named in Item 2 of the Schedule 13D, has effected any transactions in Common Stock or Preferred Stock during the past 60 days. | |
| (d) | Except as otherwise described in Item 2 and this Item 5, no one other than the Reporting Persons has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, any of the securities of the Issuer beneficially owned by the Reporting Persons as described in this Item 5. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Schedule 13D is hereby supplemented to incorporate by reference the information set forth in Item 4 above. | ||
| Item 7. | Material to be Filed as Exhibits. | |
99.7 Joint Filing Agreement (https://www.sec.gov/Archives/edgar/data/1740332/000119312524267221/d840516dex997.htm) 99.11 Termination Notice, dated as of July 24, 2025 | ||
| 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.
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