Item 1. Security and Issuer.
This Statement on Schedule 13D relates to the common stock, par value $0.01 per share (the “Common Stock”), of OneMain Holdings, Inc. (the
“Issuer”). The principal executive offices of the Issuer are located at 601 N.W. Second Street, Evansville, IN 47708.
This Amendment No. 7
(“Amendment No. 7”) amends and supplements the Schedule 13D filed by the Reporting Persons on July 3, 2018, as amended by Amendment No. 1 thereto filed on February 20, 2020, Amendment No. 2 thereto filed on
February 18, 2021, Amendment No. 3 thereto filed on May 7, 2021, Amendment No. 4 thereto filed on October 18, 2021, Amendment No. 5 thereto filed on February 15, 2023, and Amendment No. 6 thereto filed on
December 5, 2023 (as so amended by this Amendment No. 7, the “Schedule 13D”). This Amendment No. 7 is filed to reflect certain sales by the Reporting Persons. Except as specifically provided herein, this Amendment No. 7
does not modify any of the information previously reported on the Schedule 13D. Capitalized terms used but not otherwise defined in this Amendment No. 7 shall have the meanings ascribed to them in the Schedule 13D.
Item 2. Identity and Background.
Appendix A of the
Schedule 13D is amended and restated in its entirety by the Appendix A attached hereto.
Clause (f) of Item 2 of this Schedule 13D is hereby amended
and restated in its entirety as follows:
Mr. Carstairs is a citizen of Australia and the United Kingdom. Mr. Bauer is a citizen of United
States. Each of the other Reporting Persons is organized in the State of Delaware except VIP Offshore, Skyway, Credit Partners, SFLT, SFLT GP and SFLT UGP, which are organized under the laws of the Cayman Islands. Each of the executive officers and
directors identified on Appendix A to Item 2 hereto are U.S. citizens other than Mr. Carstairs, who is a citizen of Australia and the United Kingdom, and Mr. Naglieri and Mr. Milone, who are citizens of Italy.
Item 5. Interest in Securities of the Issuer.
Item
5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
OMH Holdings LP (“Holdings”) and/or one or more of its
subsidiaries are the record owners of an aggregate of 1,689,848 shares of the Issuer’s Common Stock, which represents approximately 1.41% of the Issuer’s outstanding Common Stock. Through its interest in Holdings, Uniform InvestCo LP
(“InvestCo”) has a beneficial interest in 1,689,848 shares of the Issuer’s Common Stock, which represents approximately 1.41% of the outstanding shares of the Issuer’s Common Stock. Uniform Investco Sub L.P. (“InvestCo
Sub”) is the sole record owner of an aggregate of 3,520,501 shares of the Issuer’s Common Stock, which represents approximately 2.94% of the outstanding shares of the Issuer’s Common Stock. Through its interest in InvestCo Sub,
InvestCo has a beneficial interest in 3,520,501 shares of the Issuer’s Common Stock, which represents approximately 2.94% of the outstanding shares of the Issuer’s Common Stock. Each
of Fund VI-A, VIP, VIP Offshore, Skyway, Fund XII, Credit Partners and SFLT own an interest in Uniform Topco LP. Uniform InvestCo Holdings Sarl, a wholly-owned subsidiary of Uniform Topco
LP, and InvestCo GP own 99.99% and 0.01%, respectively, of the outstanding partnership interests of InvestCo. InvestCo and InvestCo GP own 99.99% and 0.01%, respectively, of the outstanding partnership interests of InvestCo Sub.
Each Reporting Person disclaims beneficial ownership of any shares of the Issuer’s Common Stock owned of record by Holdings and/or one or more of its
subsidiaries, in each case, except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that any such entity is the beneficial owner of or has any pecuniary interest in, such securities for purposes of
Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
(a) See also the information contained on the cover pages of
this Statement on Schedule 13D which is incorporated herein by reference. The percentage of Common Stock reported as beneficially owned by each Reporting Person is calculated based on 119,808,695 shares of Common Stock outstanding as of
April 23, 2024, as reported on the Form 10-Q.
(b) No change.
(c) From May 2, 2024 to May 3, 2024, InvestCo Sub sold 219,308 shares of Common Stock in open market transactions as described below.
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|
|
|
|
|
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| Date |
|
Price |
|
Number of
Shares |
|
| 05/02/2024 |
|
$50.50 - $51.18 |
|
|
157,117 |
(a) |
| 05/03/2024 |
|
$50.93 - $51.50 |
|
|
62,191 |
(b) |
