SC 13G/A: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities by passive investors and certain institutions
Published on February 17, 2009
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 12)*
SEI
INVESTMENTS COMPANY
(Name of
Issuer)
Common
Stock, $.01 par value
(Title of
Class of Securities)
784117
10 3
(CUSIP
Number)
December
31, 2008
(Date of
Event which Requires filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
o Rule
13d-1(b)
x Rule
13d-1(c)
o 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. 784117 10 3
CUSIP No. 784117 10 3
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Thomas W. Smith
|
|||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
(a)
o
(b) x
|
|||
|
3
|
SEC
USE ONLY
|
|||
|
4
|
CITIZEN
OR PLACE OF ORGANIZATION
United States
|
|||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
1,691,008
|
||
|
6
|
SHARED
VOTING POWER
8,041,072
|
|||
|
7
|
SOLE
DISPOSITIVE POWER
2,177,368
|
|||
|
8
|
SHARED
DISPOSITIVE POWER
8,041,072
|
|||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,218,440
|
|||
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable
|
|||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.4%
|
|||
|
12
|
TYPE
OF REPORTING PERSON
IN
|
|||
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- -
CUSIP
No. 784117 10
3
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Scott J. Vassalluzzo
|
|||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
(a)
o
(b) x
|
|||
|
3
|
SEC
USE ONLY
|
|||
|
4
|
CITIZEN
OR PLACE OF ORGANIZATION
United States
|
|||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
|
||
|
6
|
SHARED
VOTING POWER
8,041,072
|
|||
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|||
|
8
|
SHARED
DISPOSITIVE POWER
8,041,072
|
|||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,041,072
|
|||
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable
|
|||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.2%
|
|||
|
12
|
TYPE
OF REPORTING PERSON
IN
|
|||
- 3
- -
CUSIP
No. 784117 10 3
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Steven M. Fischer
|
|||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
(a)
o
(b) x
|
|||
|
3
|
SEC
USE ONLY
|
|||
|
4
|
CITIZEN
OR PLACE OF ORGANIZATION
United States
|
|||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
|
||
|
6
|
SHARED
VOTING POWER
7,784,072
|
|||
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|||
|
8
|
SHARED
DISPOSITIVE POWER
7,784,072
|
|||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,784,072
|
|||
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable
|
|||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.1%
|
|||
|
12
|
TYPE
OF REPORTING PERSON
IN
|
|||
- 4
- -
ITEM
1. (a) Name of
Issuer:
SEI
Investments Company
(b)
Address
of Issuer's Principal Executive Offices:
1 Freedom
Valley Drive
Oaks,
PA 19456-1100
ITEM
2. (a)
Name of Person Filing:
(i) Thomas W.
Smith
(ii) Scott J.
Vassalluzzo
(iii) Steven M.
Fischer
The
filing of this Statement shall not be deemed to be an admission that the filing
persons (the “Reporting Persons”)
comprise a “group” within the meaning of Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended. The Reporting Persons each disclaim
beneficial ownership of the shares reported in this Schedule 13G in excess of
those shares as to which they have or share voting or investment
authority.
(b) Address
of Principal Business Office:
The
following is the address of the principal business office of each of the
Reporting Persons:
323
Railroad Avenue
Greenwich,
CT 06830
(c) Citizenship:
Each of
Thomas W. Smith, Scott J. Vassalluzzo and Steven M. Fischer is a United States
citizen.
(d) Title
of Class of Securities:
Common
Stock, par value $.01 per share.
(e) CUSIP
Number:
784117 10
3
- 5
- -
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.
If
this Statement is filed pursuant to Rule 13d-1(c), check this box x
ITEM
4. Ownership
(a) Thomas W.
Smith – 10,218,440 shares; Scott J. Vassalluzzo – 8,041,072 shares; Steven M.
Fischer – 7,784,072 shares
(b) Thomas W.
Smith – 5.4%; Scott J. Vassalluzzo – 4.2%; Steven M. Fischer –
4.1%
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(c)
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Mr.
Thomas W. Smith has the sole power to vote or to direct the vote of
1,691,008 shares and the sole power to dispose or to direct the
disposition of 2,177,368 shares. Messrs. Scott J. Vassalluzzo
and Steven M. Fischer have the sole power to vote or dispose or to direct
the vote or the disposition of no shares. Messrs. Smith and
Vassalluzzo each have the shared power to vote or direct the vote of, or
dispose or direct the disposition of 8,041,072 shares and Mr. Fischer has
the shared power to vote or direct the vote of, or dispose or direct the
disposition of 7,784,072 shares. Voting and investment
authority over investment accounts established for the benefit of certain
family members and friends of Mr. Smith are subject to each beneficiary’s
right to terminate or otherwise direct the disposition of the investment
account.
|
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
Not
applicable.
ITEM
8. Identification
and Classification of Members of the Group
Not
applicable.
ITEM
9. Notice
of Dissolution of Group
Not
applicable.
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ITEM
10. 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.
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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 17, 2009
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/s/ Thomas W.
Smith
|
||||
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Thomas
W. Smith
|
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/s/ Scott J.
Vassalluzzo
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||||
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Scott J.
Vassalluzzo
|
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/s/ Steven M.
Fischer
|
||||
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Steven M.
Fischer
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- -
JOINT
FILING AGREEMENT
The
undersigned agree that the foregoing Amendment No. 12 to the Statement on
Schedule 13G, dated February 17, 2009, is being filed with the Securities and
Exchange Commission on behalf of each of the undersigned pursuant to Rule
13d-1(k)
Dated: February
17, 2009
|
/s/ Thomas W.
Smith
|
||||
|
Thomas
W. Smith
|
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/s/ Scott J.
Vassalluzzo
|
||||
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Scott J.
Vassalluzzo
|
|
/s/ Steven M.
Fischer
|
||||
|
Steven M.
Fischer
|
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