Item 1.
Security and Issuer
This Amendment No. 6 to Schedule 13D (
Amendment No. 6
) amends and supplements the Schedule 13D originally filed on February 10, 2012 (the
Original 13D
), as amended by Amendment No. 1 to the statement on Schedule 13D filed on April 5, 2012 (A
mendment No. 1
), as amended by Amendment No. 2 to the statement on Schedule 13D filed on April 19, 2012 (
Amendment No. 2
), as amended by Amendment No. 3 to the statement on Schedule 13D filed on April 23, 2012 (
Amendment No. 3
), as amended by Amendment No. 4 to the statement on Schedule 13D filed on October 14, 2014 (
Amendment No. 4
), as amended by Amendment No. 5 to the statement on Schedule 13D filed on July 7, 2016 (
Amendment No. 5
, and together with the Original 13D and Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4, the
Schedule 13D
), and relates to the common stock, par value $0.01 per share, (the
Common Stock
), of Nortek Inc., a Delaware corporation (the
Issuer
). The address of the principal executive office of the Issuer is 50 Kennedy Plaza, Providence, Rhode Island 02903-2360. This Amendment No. 6 is the final amendment to the Schedule 13D and is an exit filing for the Reporting Persons.
Except as specifically provided herein, this Amendment No. 6 does not modify any of the information previously reported in the Original 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 or Amendment No. 5. Capitalized terms used but not otherwise defined in this Amendment No. 6 shall have the meanings ascribed to them in the Original 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and Amendment No. 5, as the case may be.
Item 4.
Purpose of the Transaction
Item 4 of the Schedule 13D is amended to add the following:
As previously disclosed, on July 6, 2016, the Issuer entered into an Agreement and Plan of Merger, by and among the Issuer, Melrose Industries plc, a public limited company incorporated under the laws of the United Kingdom and registered in England and Wales (
Parent
), and Nevada Corp., a Delaware corporation and wholly owned subsidiary of Parent (
Acquisition Sub
), pursuant to which, among other things, Acquisition Sub commenced a tender offer to purchase all of the outstanding shares of Common Stock (the
Offer
) at a price of $86.00 per share. Pursuant to the terms of a Tender and Support Agreement entered into by ACOF II and ACOF III with Parent and Acquisition Sub, the Holders tendered all of their shares of Common Stock into the Offer.
On August 31, 2016, Acquisition Sub accepted for payment all shares of Common Stock validly tendered and not withdrawn in the Offer, including those shares tendered by the Holders. As a result, the Reporting Persons no longer beneficially own any Common Stock.
Item 5.
Interest in Securities of the Issuer
Item 5 of the Schedule 13D is deleted in its entirety and replaced with the following:
(a)
Aggregate Number and Percentage of Securities
. As described in Item 4 above, as a result of the completion of the Offer, the Reporting Persons ceased to beneficially own any Common Stock.
(b)
Power to Vote and Dispose
. As described in Item 4 above, as a result of the completion of the Offer, the Reporting Persons ceased to beneficially own any Common Stock.
(c)
Transactions within the past 60 days
. Except as described in Item 4 above, the Reporting Persons have not effected any transactions in shares of Common Stock within the past 60 days.
(d)
Certain Rights of Other Persons
. Not applicable.
(e)
Date Ceased to be a 5% Owner
. August 31, 2016.
Item 7.
Material to be Filed as Exhibits
Exhibit 1
Joint Filing Agreement, dated as of August 31, 2016, among the Reporting Persons.
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