Form SC 13G - Statement of acquisition of beneficial ownership by individuals
14 Février 2024 - 10:05PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Atmus Filtration
Technologies Inc.
(Name of Issuer)
Common
Stock, par value $0.0001 per share
(Title of Class of
Securities)
04956D 107
(CUSIP Number)
December 31, 2023
(Date of Event
Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
* 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.
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).
1. |
NAME OF REPORTING PERSON
Cummins Inc. |
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
(b) ¨ |
3. |
SEC
USE ONLY |
4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION Indiana |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH: |
5. |
SOLE
VOTING POWER
67,054,726 |
6. |
SHARED
VOTING POWER
0 |
7. |
SOLE
DISPOSITIVE POWER
67,054,726 |
8. |
SHARED
DISPOSITIVE POWER
0 |
9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
67,054,726 |
10. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
80.5%* |
12. |
TYPE
OF REPORTING PERSON
CO |
*
Calculated based on 83,297,796 shares of Issuer’s Common Stock outstanding as of October 31, 2023, as reported
in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the
Securities and Exchange Commission on November 3, 2023.
ITEM 1. | (a) | NAME
OF ISSUER: |
Atmus
Filtration Technologies Inc. (the “Issuer”)
| (b) | Address
of Issuer’s Principal Executive Offices: |
26
Century Boulevard, Nashville, TN 37214
ITEM 2. | (a) |
Name
of Person Filing: |
Cummins
Inc. (“Cummins”)
| (b) | Address
of Principal Business Office, or, if None, Residence: |
The
address of the principal business office of Cummins is 500 Jackson Street, Columbus, Indiana 4702-3005.
The
place of organization of Cummins is Indiana.
|
(d) | Title
of Class of Securities: |
Common
Stock, par value $0.0001 per share
04956D
107
ITEM 3. | If
this statement is filed pursuant to sections 240.13d-1(b), or 240.13d-2(b) or (c), check whether
the person filing is a: |
(a) ¨
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b) ¨
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c) ¨
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d) ¨
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);
(e) ¨
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f) ¨
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g) ¨
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h) ¨
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) ¨
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);
(j) ¨
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
(k) ¨
Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: ____
| (a) | Amount
Beneficially Owned: 67,054,726 shares of Common Stock. |
| (b) | Percent
of Class: 80.5% |
| (c) | Number
of shares as to which such person has: |
| (i) | |
sole
power to vote or to direct the vote: 67,054,726 |
| (ii) | |
shared
power to vote or to direct the vote: 0 |
| (iii) | |
sole
power to dispose or to direct the disposition of: 67,054,726 |
| (iv) | |
shared
power to dispose or to direct the disposition of: 0 |
ITEM 5. | OWNERSHIP
OF FIVE PERCENT OR LESS OF A CLASS. |
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 5 percent of the class of securities, check the following ¨.
ITEM 6. | OWNERSHIP
OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. |
Not
Applicable.
ITEM 7. | IDENTIFICATION
AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT
HOLDING COMPANY OR CONTROL PERSON. |
Not
Applicable.
ITEM 8. | IDENTIFICATION
AND CLASSIFICATION OF MEMBERS OF THE GROUP. |
Not
Applicable.
ITEM 9. | NOTICE OF
DISSOLUTION OF GROUP. |
Not
Applicable.
Not
Applicable.
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.
Dated:
February 14, 2024
|
CUMMINS INC. |
|
|
|
By: |
/s/ Nicole Y. Lamb-Hale |
|
|
Name: |
Nicole Y. Lamb-Hale |
|
|
Title: |
Chief Legal Officer and Corporate
Secretary |
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