| Item 1. | |
| (a) | Name of issuer:
Marex Group plc |
| (b) | Address of issuer's principal executive offices:
155 Bishopsgate, London, EC2M 3TQ, United Kingdom, 140 East 45th Street, 10th Floor, New York, New York 10017 |
| Item 2. | |
| (a) | Name of person filing:
Ocean Ring Jersey Co Limited ("Ocean Ring").
Ocean Trade Lux Co S.a r.l. ("Ocean Trade").
Trilantic Capital Partners IV (Europe) L.P. ("Trilantic Europe IV").
Trilantic Capital Partners Associates IV (Europe) L.P. Inc ("TCPA IV Europe").
Trilantic Capital Partners Management Limited ("TCPML").
Each of such persons is referred to herein individually as a "Reporting Person" and collectively as the "Reporting Persons." This Schedule 13G is being filed pursuant to a Joint Filing Agreement, attached hereto as Exhibit 1. |
| (b) | Address or principal business office or, if none, residence:
Ocean Ring: 47 Esplanade, St. Helier, JE1 0BD, Jersey.
Ocean Trade: 44 Grande-Duchesse Charlotte, L-1330
Luxembourg. Trilantic Europe IV: 35 Portman Square, W1H
6LR, London.
TCPA IV Europe: Floor 2, Trafalgar Court, St Peter Port, GY1 4LY, Guernsey.
TCPML: Floor 2, Trafalgar Court, St Peter Port, GY1 4LY, Guernsey. |
| (c) | Citizenship:
See the responses to Item 4 of the attached cover pages. |
| (d) | Title of class of securities:
Ordinary shares, nominal value of $0.001551 per ordinary share |
| (e) | CUSIP No.:
G5S37H101 |
| 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 (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
See the response to row 9 of the cover page of each Reporting Person. |
| (b) | Percent of class:
See the response to row 11 of the cover page of each Reporting Person. |
| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
See the response to row 5 of the cover page of each Reporting Person.
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| | (ii) Shared power to vote or to direct the vote:
See the response to row 6 of the cover page of each Reporting Person. Prior to their disposition, the Ordinary Shares were held directly by Ocean Ring. Ocean Ring is a wholly-owned subsidiary of Ocean Trade, which itself is owned by Trilantic Europe IV and other co-investors. The voting and investment control over the Ordinary Shares of the Company held by Ocean Ring is exercised indirectly by the board of directors of TCPML, acting as general partner of TCPA IV Europe, acting itself as general partner of Trilantic Europe IV, which is the controlling shareholder of Ocean Trade.
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| | (iii) Sole power to dispose or to direct the disposition of:
See the response to row 7 of the cover page of each Reporting Person.
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| | (iv) Shared power to dispose or to direct the disposition of:
See the response to row 8 of the cover page of each Reporting Person, as well as the answer to Item 4(c)(ii).
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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