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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No. __)*
 
Nexeo Solutions, Inc.
 
(Name of Issuer)
 
Common Stock, $0.0001 par value
(Title of Class of Securities)
 
65342H102
(CUSIP Number)
 
December 31, 2017
(Date of event which requires filing of this statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
 
ý Rule 13d-1(b)
¨ Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 8 Pages)

 

______________________________

*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. 65342H10213GPage 2 of 8 Pages

 

1

NAMES OF REPORTING PERSONS

Rotation Capital Management, LP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

7,635,646 shares issuable upon exercise of warrants

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

7,635,646 shares issuable upon exercise of warrants

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,635,646 shares

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

7.8%

12

TYPE OF REPORTING PERSON

IA

         

 

 

CUSIP No. 65342H10213GPage 3 of 8 Pages

 

 

1

NAMES OF REPORTING PERSONS

Matthew Rothfleisch

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP 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

7,635,646 shares issuable upon exercise of warrants

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

7,635,646 shares issuable upon exercise of warrants

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,635,646

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

7.8%

12

TYPE OF REPORTING PERSON

IN

         

 

 

CUSIP No. 65342H10213GPage 4 of 8 Pages

 

Item 1(a). NAME OF ISSUER
   
  Nexeo Solutions, Inc. (the "Company").

 

Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
   
  3 Waterway Square Place, Suite 1000, The Woodlands, Texas 77380.

 

Item 2(a). NAME OF PERSON FILING
   
  This statement is filed by:
   
  (i) Rotation Capital Management, LP, a Delaware limited partnership (the "Investment Manager"), with respect to the Shares (as defined in Item 2(d) below) directly held by Rotation Capital Credit Opportunities Fund, Ltd., a Cayman Islands exempted company (the "Rotation Fund"); and
     
  (ii) Mr. Matthew Rothfleisch ("Mr. Rothfleisch ") with respect to the Shares directly held by the Rotation Fund.
     
    The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
     
    The Investment Manager serves as the investment manager to the Rotation Fund. The general partner of the Investment Manager is Rotation Capital Partners, LLC (the "General Partner").  Mr. Rothfleisch is the managing member of the General Partner. The filing of this statement should not be construed as an admission that any of the forgoing persons or any Reporting Person is, for the purposes of Section 13 of the Act, the beneficial owner of the Shares reported herein.  Mr. Rothfleisch expressly disclaims beneficial ownership of the Shares.

 

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
   
  The address of the business office of each of the Reporting Persons is 489 Fifth Avenue, 11th Floor, New York, NY 10017.

 

Item 2(c). CITIZENSHIP
   
  The Investment Manager is a Delaware limited partnership.  Mr. Rothfleisch is a citizen of the United States.

 

Item 2(d). TITLE OF CLASS OF SECURITIES
   
  Common Stock, $0.0001 par value (the "Shares").

 

Item 2(e). CUSIP NUMBER
   
  65342H102

 

 

CUSIP No. 65342H10213GPage 5 of 8 Pages

 

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;
  (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) x Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
  (f) ¨ Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
  (g) x Parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
  (h) ¨ Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
  (i) ¨ Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
  (j) ¨ Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

  If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please
  specify the type of institution:    

 

Item 4. OWNERSHIP.
   
  The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
   
  The percentages used herein are calculated based upon 89,741,309 Shares outstanding, which reflects the number of Shares outstanding as of December 5, 2017, as reported in the Company's annual report on Form 10-K filed on December 7, 2017.

 

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 five percent of the class of securities, check the following: ¨

 

 

CUSIP No. 65342H10213GPage 6 of 8 Pages

 

Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
   
  See Item 2.

 

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.

 

Item 10. CERTIFICATION

 

  Each of the Reporting Persons hereby makes the following certification:
   
  By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired 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. 65342H10213GPage 7 of 8 Pages

 

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

DATED:  February 9, 2018  
   
  ROTATION CAPITAL MANAGEMENT, LP
   
  By:  ROTATION CAPITAL PARTNERS, LLC, its general partner
   
  By: /s/ Matthew Rothfleisch
  Name: Matthew Rothfleisch
  Title: Managing Member
   
   
  /s/ Matthew Rothfleisch
  Matthew Rothfleisch
   

 

 

 

CUSIP No. 65342H10213GPage 8 of 8 Pages

EXHIBIT 1

JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

 

DATED:  February 9, 2018  
   
  ROTATION CAPITAL MANAGEMENT, LP
   
  By:  ROTATION CAPITAL PARTNERS, LLC, its general partner
   
  By: /s/ Matthew Rothfleisch
  Name: Matthew Rothfleisch
  Title: Managing Member
   
   
  /s/ Matthew Rothfleisch
  Matthew Rothfleisch