UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Rule 13d-102)
(Amendment No. 1)*
GENTHERM INCORPORATED
(Name of Issuer)
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
37253A103
(CUSIP Number)
October 29, 2013
(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)
x Rule 13d-1(c)
¨ 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).
| CUSIP No. 37253A103 | 13G | Page 2 of 13 Pages |
| 1. | NAMES OF REPORTING PERSONS
Deutsche Balaton Aktiengesellschaft | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Germany | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5. | SOLE VOTING POWER
1,724,000 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
1,724,000 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,724,000 (1) | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.97% (2) | |||||
| 12. | TYPE OF REPORTING PERSON
FI | |||||
| (1) | Of the 1,724,000 shares reported in this Amendment No. 1 to Schedule 13G as the aggregate amount beneficially owned by each Reporting Person, 1,724,000 shares are held directly by Deutsche Balaton Aktiengesellschaft (“DB”) and zero shares are held by Heidelberger Beteiligungsholding Aktiengesellschaft (“HB”), an indirect, majority-owned subsidiary of DB. VV Beteiligungen Aktiengesellschaft (“VVB”) owns a majority interest in DB. Delphi Unternehmensberatung Aktiengesellschaft (“DU”) owns a majority interest in VVB. Wilhelm Konrad Thomas Zours, an individual, owns a majority interest in DU. Wilhelm Konrad Thomas Zours is the sole member of the board of management of VVB and DU. ABC Beteiligungen Aktiengesellschaft (“ABC”) owns a majority interest in HB. Each of VVB, DU, Wilhelm Konrad Thomas Zours, HB and ABC may be deemed to have beneficial ownership with respect to all shares held by DB and disclaim beneficial ownership of such shares. |
| (2) | Assumes that there are 34,689,569 shares of common stock of Gentherm Incorporated outstanding, as reported to Deutsche Balaton Aktiengesellschaft by Gentherm Incorporated. |
| CUSIP No. 37253A103 | 13G | Page 3 of 13 Pages |
| 1. | NAMES OF REPORTING PERSONS
VV Beteiligungen Aktiengesellschaft | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Germany | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5. | SOLE VOTING POWER
1,724,000 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
1,724,000 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,724,000 (1) | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.97% (2) | |||||
| 12. | TYPE OF REPORTING PERSON
FI | |||||
| (1) | Of the 1,724,000 shares reported in this Amendment No. 1 to Schedule 13G as the aggregate amount beneficially owned by each Reporting Person, 1,724,000 shares are held directly by Deutsche Balaton Aktiengesellschaft (“DB”) and zero shares are held by Heidelberger Beteiligungsholding Aktiengesellschaft (“HB”), an indirect, majority-owned subsidiary of DB. VV Beteiligungen Aktiengesellschaft (“VVB”) owns a majority interest in DB. Delphi Unternehmensberatung Aktiengesellschaft (“DU”) owns a majority interest in VVB. Wilhelm Konrad Thomas Zours, an individual, owns a majority interest in DU. Wilhelm Konrad Thomas Zours is the sole member of the board of management of VVB and DU. ABC Beteiligungen Aktiengesellschaft (“ABC”) owns a majority interest in HB. Each of VVB, DU, Wilhelm Konrad Thomas Zours, HB and ABC may be deemed to have beneficial ownership with respect to all shares held by DB and disclaim beneficial ownership of such shares. |
| (2) | Assumes that there are 34,689,569 shares of common stock of Gentherm Incorporated outstanding, as reported to Deutsche Balaton Aktiengesellschaft by Gentherm Incorporated. |
| CUSIP No. 37253A103 | 13G | Page 4 of 13 Pages |
| 1. | NAMES OF REPORTING PERSONS
Delphi Unternehmensberatung Aktiengesellschaft | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Germany | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5. | SOLE VOTING POWER
1,724,000 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
1,724,000 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,724,000 (1) | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.97% (2) | |||||
| 12. | TYPE OF REPORTING PERSON
FI | |||||
| (1) | Of the 1,724,000 shares reported in this Amendment No. 1 to Schedule 13G as the aggregate amount beneficially owned by each Reporting Person, 1,724,000 shares are held directly by Deutsche Balaton Aktiengesellschaft (“DB”) and zero shares are held by Heidelberger Beteiligungsholding Aktiengesellschaft (“HB”), an indirect, majority-owned subsidiary of DB. VV Beteiligungen Aktiengesellschaft (“VVB”) owns a majority interest in DB. Delphi Unternehmensberatung Aktiengesellschaft (“DU”) owns a majority interest in VVB. Wilhelm Konrad Thomas Zours, an individual, owns a majority interest in DU. Wilhelm Konrad Thomas Zours is the sole member of the board of management of VVB and DU. ABC Beteiligungen Aktiengesellschaft (“ABC”) owns a majority interest in HB. Each of VVB, DU, Wilhelm Konrad Thomas Zours, HB and ABC may be deemed to have beneficial ownership with respect to all shares held by DB and disclaim beneficial ownership of such shares. |
| (2) | Assumes that there are 34,689,569 shares of common stock of Gentherm Incorporated outstanding, as reported to Deutsche Balaton Aktiengesellschaft by Gentherm Incorporated. |
| CUSIP No. 37253A103 | 13G | Page 5 of 13 Pages |
| 1. | NAMES OF REPORTING PERSONS
Wilhelm Konrad Thomas Zours | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Germany | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5. | SOLE VOTING POWER
1,724,000 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
1,724,000 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,724,000 (1) | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.97% (2) | |||||
| 12. | TYPE OF REPORTING PERSON
IN | |||||
| (1) | Of the 1,724,000 shares reported in this Amendment No. 1 to Schedule 13G as the aggregate amount beneficially owned by each Reporting Person, 1,724,000 shares are held directly by Deutsche Balaton Aktiengesellschaft (“DB”) and zero shares are held by Heidelberger Beteiligungsholding Aktiengesellschaft (“HB”), an indirect, majority-owned subsidiary of DB. VV Beteiligungen Aktiengesellschaft (“VVB”) owns a majority interest in DB. Delphi Unternehmensberatung Aktiengesellschaft (“DU”) owns a majority interest in VVB. Wilhelm Konrad Thomas Zours, an individual, owns a majority interest in DU. Wilhelm Konrad Thomas Zours is the sole member of the board of management of VVB and DU. ABC Beteiligungen Aktiengesellschaft (“ABC”) owns a majority interest in HB. Each of VVB, DU, Wilhelm Konrad Thomas Zours, HB and ABC may be deemed to have beneficial ownership with respect to all shares held by DB and disclaim beneficial ownership of such shares. |
| (2) | Assumes that there are 34,689,569 shares of common stock of Gentherm Incorporated outstanding, as reported to Deutsche Balaton Aktiengesellschaft by Gentherm Incorporated. |
| CUSIP No. 37253A103 | 13G | Page 6 of 13 Pages |
| 1. | NAMES OF REPORTING PERSONS
Heidelberger Beteiligungsholding Aktiengesellschaft | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Germany | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5. | SOLE VOTING POWER
0 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
0 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,724,000 (1) | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.97% (2) | |||||
| 12. | TYPE OF REPORTING PERSON
FI | |||||
| (1) | Of the 1,724,000 shares reported in this Amendment No. 1 to Schedule 13G as the aggregate amount beneficially owned by each Reporting Person, 1,724,000 shares are held directly by Deutsche Balaton Aktiengesellschaft (“DB”) and zero shares are held by Heidelberger Beteiligungsholding Aktiengesellschaft (“HB”), an indirect, majority-owned subsidiary of DB. VV Beteiligungen Aktiengesellschaft (“VVB”) owns a majority interest in DB. Delphi Unternehmensberatung Aktiengesellschaft (“DU”) owns a majority interest in VVB. Wilhelm Konrad Thomas Zours, an individual, owns a majority interest in DU. Wilhelm Konrad Thomas Zours is the sole member of the board of management of VVB and DU. ABC Beteiligungen Aktiengesellschaft (“ABC”) owns a majority interest in HB. Each of VVB, DU, Wilhelm Konrad Thomas Zours, HB and ABC may be deemed to have beneficial ownership with respect to all shares held by DB and disclaim beneficial ownership of such shares. |
| (2) | Assumes that there are 34,689,569 shares of common stock of Gentherm Incorporated outstanding, as reported to Deutsche Balaton Aktiengesellschaft by Gentherm Incorporated. |
| CUSIP No. 37253A103 | 13G | Page 7 of 13 Pages |
| 1. | NAMES OF REPORTING PERSONS
ABC Beteiligungen Aktiengesellschaft | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Germany | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5. | SOLE VOTING POWER
0 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
0 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,724,000 (1) | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.97% (2) | |||||
| 12. | TYPE OF REPORTING PERSON
FI | |||||
| (1) | Of the 1,724,000 shares reported in this Amendment No. 1 to Schedule 13G as the aggregate amount beneficially owned by each Reporting Person, 1,724,000 shares are held directly by Deutsche Balaton Aktiengesellschaft (“DB”) and zero shares are held by Heidelberger Beteiligungsholding Aktiengesellschaft (“HB”), an indirect, majority-owned subsidiary of DB. VV Beteiligungen Aktiengesellschaft (“VVB”) owns a majority interest in DB. Delphi Unternehmensberatung Aktiengesellschaft (“DU”) owns a majority interest in VVB. Wilhelm Konrad Thomas Zours, an individual, owns a majority interest in DU. Wilhelm Konrad Thomas Zours is the sole member of the board of management of VVB and DU. ABC Beteiligungen Aktiengesellschaft (“ABC”) owns a majority interest in HB. Each of VVB, DU, Wilhelm Konrad Thomas Zours, HB and ABC may be deemed to have beneficial ownership with respect to all shares held by DB and disclaim beneficial ownership of such shares. |
| (2) | Assumes that there are 34,689,569 shares of common stock of Gentherm Incorporated outstanding, as reported to Deutsche Balaton Aktiengesellschaft by Gentherm Incorporated. |
| CUSIP No. 37253A103 | 13G | Page 8 of 13 Pages |
| Item 1(a). | Name of Issuer:
Gentherm Incorporated
| |||
| Item 1(b). | Address of Issuer’s Principal Executive Offices:
21680 Haggerty Road, Ste. 101 Northville, MI 48167
| |||
| Item 2(a). | Name of Persons Filing:
Deutsche Balaton Aktiengesellschaft VV Beteiligungen Aktiengesellschaft Delphi Unternehmensberatung Aktiengesellschaft Wilhelm Konrad Thomas Zours Heidelberger Beteiligungsholding Aktiengesellschaft ABC Beteiligungen Aktiengesellschaft
| |||
| Item 2(b). | Address of Principal Business Office or, if None, Residence:
The address of each of Deutsche Balaton Aktiengesellschaft, VV Beteiligungen Aktiengesellschaft, Delphi Unternehmensberatung Aktiengesellschaft, Wilhelm Konrad Thomas Zours, Heidelberger Beteiligungsholding Aktiengesellschaft and ABC Beteiligungen Aktiengesellschaft is:
Ziegelhäuser Landstraße 1 Heidelberg, Germany, 69120
| |||
| Item 2(c). | Citizenship:
Deutsche Balaton Aktiengesellschaft – Germany VV Beteiligungen Aktiengesellschaft – Germany Delphi Unternehmensberatung Aktiengesellschaft – Germany Wilhelm Konrad Thomas Zours – Germany Heidelberger Beteiligungsholding Aktiengesellschaft – Germany ABC Beteiligungen Aktiengesellschaft – Germany
| |||
| Item 2(d). | Title of Class of Securities:
Common Stock, no par value.
| |||
| Item 2(e). | CUSIP Number:
37253A103
| |||
| 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: | |||
| (a) | ¨ | Broker or dealer registered under Section 15 of the Act; | ||
| (b) | ¨ | Bank as defined in Section 3(a)(6) of the Act; | ||
| CUSIP No. 37253A103 | 13G | Page 9 of 13 Pages |
| (c) | ¨ | Insurance company as defined in Section 3(a)(19) of the Act; | ||
| (d) | ¨ | Investment company registered under Section 8 of the Investment Company Act of 1940; | ||
| (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 association as defined in Section 3(b) of the Federal Deposit Insurance Act; | ||
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act; | ||
| (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 §240.13(d)-1(b)(1)(ii)(J), please specify the type of institution: .
| ||||
| Item 4. | Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the Issuer identified in Item 1.
Reference is hereby made to Items 5-9 and 11 of pages 2 - 7 of this Schedule, which Items are incorporated by reference herein.
| |||
| 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 each reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following x.
| |||
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person.
This Schedule 13G is being filed by Deutsche Balaton Aktiengesellschaft (“DB”), VV Beteiligungen Aktiengesellschaft (“VVB”), Delphi Unternehmensberatung Aktiengesellschaft (“DU”), Wilhelm Konrad Thomas Zours, Heidelberger Beteiligungsholding Aktiengesellschaft (“HB”) and ABC Beteiligungen Aktiengesellschaft (“ABC” and together with DB, VVB, DU, Wilhelm Konrad Thomas Zours and HB, the “Reporting Persons”). VVB owns a majority interest in DB. DU owns a majority interest in VVB. Wilhelm Konrad Thomas Zours, an individual, owns a majority interest in DU. Wilhelm Konrad Thomas Zours is the sole member of the board of management of VVB and DU. ABC owns a majority interest in HB. Of the 1,724,000 shares reported in this Schedule 13G, 1,724,000 shares are held directly by DB and zero shares are held by HB, an indirect, majority-owned subsidiary of DB.
Each of VVB, DU, Wilhelm Konrad Thomas Zours, HB and ABC may be deemed to have beneficial ownership with respect to all shares held by DB and disclaim beneficial ownership of such shares. DB and ABC may be deemed to have beneficial ownership with respect to the shares held by HB and disclaim beneficial ownership of such shares. | |||
| CUSIP No. 37253A103 | 13G | Page 10 of 13 Pages |
| 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.
Exhibit 1 sets forth information regarding the identity of members of a group. The Reporting Persons disclaim membership in a group and this report shall not be deemed an admission by any of the Reporting Persons that they are or may be members of a “group” for purposes of Rule 13d-5 or for any other purpose.
| |||
| Item 9. | Notice of Dissolution of Group.
Not applicable.
| |||
| Item 10. | Certification.
The Reporting Persons hereby make the following certification:
By signing below I certify that, to the best of my 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. | |||
| CUSIP No. 37253A103 | 13G | Page 11 of 13 Pages |
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.
Date: October 30, 2013
| DEUTSCHE BALATON AKTIENGESELLSCHAFT | ||
| By: | /s/ Rolf Birkert / Jens Jüttner | |
| Rolf Birkert / Jens Jüttner | ||
| VV BETEILIGUNGEN AKTIENGESELLSCHAFT | ||
| By: | /s/ Wilhelm K. T. Zours | |
| Wilhelm K. T. Zours | ||
| DELPHI UNTERNEHMENSBERATUNG AKTIENGESELLSCHAFT | ||
| By: | /s/ Wilhelm K. T. Zours | |
| Wilhelm K. T. Zours | ||
| /s/ Wilhelm Konrad Thomas Zours | ||
| Wilhelm Konrad Thomas Zours | ||
| HEIDELBERGER BETEILIGUNGSHOLDING AKTIENGESELLSCHAFT | ||
| By: | /s/ Ralph Bieneck | |
| Ralph Bieneck | ||
| ABC BETEILIGUNGEN AKTIENGESELLSCHAFT | ||
| By: | /s/ Rolf Birkert | |
| Rolf Birkert | ||
| CUSIP No. 37253A103 | 13G | Page 12 of 13 Pages |
EXHIBIT INDEX
| Exhibit 1: | Members of Group | |
| CUSIP No. 37253A103 | 13G | Page 13 of 13 Pages |
Exhibit 1
MEMBERS OF GROUP
Deutsche Balaton Aktiengesellschaft
VV Beteiligungen Aktiengesellschaft
Delphi Unternehmensberatung Aktiengesellschaft
Wilhelm Konrad Thomas Zours
Heidelberger Beteiligungsholding Aktiengesellschaft
ABC Beteiligungen Aktiengesellschaft