UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
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Ferroglobe PLC
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(Name of Issuer)
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Ordinary Shares
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(Title of Class of Securities)
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G33856 108
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(CUSIP Number)
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December 31, 2015
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(Date of Event which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☑ Rule 13d-1(d)
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).
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CUSIP No.
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G33856 108
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13G
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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GRUPO VILLAR MIR, S.A.U.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Spain
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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98,078,163 Ordinary Shares1
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6
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SHARED VOTING POWER
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7
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SOLE DISPOSITIVE POWER
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98,078,163 Ordinary Shares 1
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8
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SHARED DISPOSITIVE POWER
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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98,078,163 Ordinary Shares 1
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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NOT APPLICABLE
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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57%2
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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1 Grupo Villar Mir, S.A.U. beneficially owns 98,078,163 A Ordinary Shares of Ferroglobe PLC (the “Issuer”), which may convert into Ordinary Shares of the Issuer on a one-for-one basis at the times set forth in, and subject to the terms and conditions of, the Articles of Association of the Issuer.
2 The percent ownership is calculated based upon an aggregate of 98,078,163 A Ordinary Shares outstanding and 73,759,990 Ordinary Shares outstanding at the close of business on December 23, 2015.
2
Item 1.
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(a) |
Name of Issuer: Ferroglobe PLC
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Address of Issuer’s Principal Executive Offices:
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c/o Legalinx Ltd
One Fetter Lane
London
EC4A 1BR
United Kingdom
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Name of Person Filing: Grupo Villar Mir, S.A.U.
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Address of Principal Business Office or, if none, Residence:
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The address of the principal business office of Grupo Villar Mir, S.A.U. is:
Torre Espacio
Paseo de la Catellana, 259 D, Planta 52
28046 Madrid, Spain
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| (c) |
Citizenship: Grupo Villar Mir, S.A.U. is a Spanish public limited liability company in the form of a sociedad anónima
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| (d) |
Title of Class of Securities: Ordinary Shares
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| (e) |
CUSIP Number: G33856 108
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| Item 3. | If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: | |
| NOT APPLICABLE | ||
| Item 4. | Ownership | |
| The information in Item 1 and Items 5 though 11 on the cover pages of this Schedule 13G is incorporated herein by reference. | ||
| Item 5. | Ownership of Five Percent or Less of a Class. | |
| NOT APPLICABLE | ||
| 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 | ||
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| Item 9. | Notice of Dissolution of Group. | |
| NOT APPLICABLE | ||
| Item 10. | Certification. | |
| NOT APPLICABLE |
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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: February 12, 2016
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Grupo Villar Mir, S.A.U.
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By:
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/s/ Javier López Madrid | ||
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Javier López Madrid
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| Title: |
Chief Executive Officer
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