| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| SCHEDULE 13G/A | |
| Under the Securities Exchange Act of 1934 | |
| (Amendment No. 2)* | |
|
Midstates Petroleum Company, Inc. | |
| (Name of Issuer) | |
|
Common Stock, par value $0.01 per share | |
| (Title of Class of Securities) | |
|
59804T407 | |
| (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 is filed: | |
| ¨ | Rule 13d-1(b) |
| ý | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
| (Page 1 of 6 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. 59804T407 | 13G/A | Page 2 of 6 Pages |
| 1 |
NAME OF REPORTING PERSON Man Group plc | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER 0 | ||
| 6 |
SHARED VOTING POWER 680,337 shares of Common Stock (including 48,586 shares of Common Stock issuable upon exercise of warrants) | |||
| 7 |
SOLE DISPOSITIVE POWER 0 | |||
| 8 |
SHARED DISPOSITIVE POWER 680,337 shares of Common Stock (including 48,586 shares of Common Stock issuable upon exercise of warrants) | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 680,337 shares of Common Stock (including 48,586 shares of Common Stock issuable upon exercise of warrants) | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.70% | |||
| 12 |
TYPE OF REPORTING PERSON OO, HC | |||
CUSIP No. 59804T407 | 13G/A | Page 3 of 6 Pages |
| Item 1(a). | NAME OF ISSUER: |
| The name of the issuer is Midstates Petroleum Company, Inc., a Delaware corporation (the "Company"). |
| Item 1(b). | ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: |
| The Company's principal executive offices are located at 321 South Boston Avenue, Suite 1000, Tulsa, Oklahoma 74103. |
| Item 2(a). | NAME OF PERSON FILING: | |
| This statement is filed by the entity listed below, who is referred to herein as the "Reporting Person" with respect to the Common Stock (as defined in Item 2(d) below): | ||
| Man Group plc (the "Parent Company"), which indirectly, through various intermediate entities, controls (i) Numeric Investors LLC (the "Numeric Investment Manager"), who serves as the investment manager to certain funds and/or managed accounts (collectively, the "Numeric Funds"), (ii) GLG LLC (the "GLG Investment Manager"), who serves as the investment manager to certain funds and/or managed accounts (collectively, the "GLG Funds") and (iii) GLG Partners LP (the "GLG Partners Investment Manager" and collectively with the Numeric Investment Manager and the GLG Investment Manager, the "Investment Managers"), who serve as the investment manager to certain funds and/or managed accounts (collectively, the "GLG Partners Funds" and collectively with the Numeric Funds and the GLG Funds, the "Funds"), with respect to the Common Stock held by each of the Funds. | ||
| Item 2(b). | ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: | |
| Item 2(c). | CITIZENSHIP: | |
| This statement is filed by: | ||
|
Man Group Plc Riverbank House 2 Swan Lane London EC4R 3AD United Kingdom Citizenship: United Kingdom | ||
| Item 2(d). | TITLE OF CLASS OF SECURITIES: |
| Common Stock, par value $0.01 per share (the "Common Stock"). |
| Item 2(e). | CUSIP NUMBER: |
| 59804T407 |
CUSIP No. 59804T407 | 13G/A | Page 4 of 6 Pages |
| 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: | ||
| (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) | ¨ | An 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) | ¨ | 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) | ¨ | 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 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 the Reporting Person hereto and is incorporated herein by reference for the Reporting Person. The percentage set forth in Row (11) of the cover page for the Reporting Person is based on the 25,173,346 shares of Common Stock outstanding as of November 9, 2017, as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017 filed with the Securities and Exchange Commission on November 14, 2017, and assumes the exercise of the reported warrants. | |
| The Parent Company, which indirectly, through various intermediate entities, controls the Investment Managers, may be deemed to be the beneficial owner of all the Common Stock owned by the Funds. The Parent Company hereby disclaims any beneficial ownership of any such Common Stock. |
CUSIP No. 59804T407 | 13G/A | Page 5 of 6 Pages |
| 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 Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ý |
| 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. |
| The Reporting Persons hereby makes the following certification: | |
| By signing below the Reporting Person certifies that, to the best of its 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. 59804T407 | 13G/A | Page 6 of 6 Pages |
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
DATE: February 9, 2018
| MAN GROUP PLC | ||
| By: /s/ Michelle Robyn Grew | ||
| Name: Michelle Robyn Grew | ||
| Title: Chief Administrative Officer | ||