s13da_122911-libertyallstar.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13D
(Amendment No. 3)
Under the Securities Exchange Act of 1934
 
 Liberty All-Star Growth Fund, Inc. (ASG)
(Name of Issuer)
 
Common Stock, $0.10 par value
(Title of Class of Securities)
 
 
529900102
(CUSIP Number)
 
DST Systems, Inc.
Attn: DST Corporate Secretary
333 W. 11th Street, 5th Floor
Kansas City, MO 64105
(816) 435-1000
 
Brian D. McCabe
Ropes & Gray LLP
Prudential Tower
800 Boylston Street
Boston, MA 02199
(617) 951-7000
 
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
December 29, 2011
(Date of Event which Requires Filing of this Statement)
 

 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box:  ¨
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
 
* 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 disclosures provided in a prior cover page.
 
The information required on 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).

 
 

SCHEDULE 13D
CUSIP No. 529900102

 
  (1) 
  
NAME OF REPORTING PERSON:
 
DST Systems, Inc.
I.R.S. Identification No. 43-1581814
 
  (2)
  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  ¨       (b)  ¨  
 
  (3)
  
SEC USE ONLY
 
  (4)
  
SOURCE OF FUNDS
 
WC
  (5)
  
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)    ¨
 
  (6)
  
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY 
OWNED BY
EACH
REPORTING
PERSON
WITH
  
  (7) 
  
SOLE VOTING POWER
 
2,775,555
  
  (8)
  
SHARED VOTING POWER
 
-0-
  
  (9)
  
SOLE DISPOSITIVE POWER
 
2,775,555
  
(10)
  
SHARED DISPOSITIVE POWER
 
-0-
(11)
  
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,775,555
(12)
  
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ¨
 
(13)
  
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
9.2%1
(14)
  
TYPE OF REPORTING PERSON
 
CO

 
1 See Item 5

 
 

CUSIP No. 529900102

  (1) 
  
NAME OF REPORTING PERSON:
 
West Side Investment Management, Inc.
I.R.S. Identification No. 20-3477185
 
  (2)
  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  ¨       (b)  ¨  
 
  (3)
  
SEC USE ONLY
 
  (4)
  
SOURCE OF FUNDS
 
AF
  (5)
  
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)    ¨
 
  (6)
  
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Nevada
NUMBER OF
SHARES
BENEFICIALLY 
OWNED BY
EACH
REPORTING
PERSON
WITH
  
  (7) 
  
SOLE VOTING POWER
 
2,775,555
  
  (8)
  
SHARED VOTING POWER
 
-0-
  
  (9)
  
SOLE DISPOSITIVE POWER
 
2,775,555
  
(10)
  
SHARED DISPOSITIVE POWER
 
-0-
(11)
  
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,775,555
(12)
  
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ¨
 
(13)
  
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
9.2%2
(14)
  
TYPE OF REPORTING PERSON
 
CO

 
2 See Item 5

 
 
 
CUSIP No. 529900102

 
AMENDMENT NO. 3 TO SCHEDULE 13D

Reference is hereby made to the statement on Schedule 13D filed with the Securities and Exchange Commission (the “Commission”) on September 29, 2011, as amended by Amendment No. 1 thereto filed on November 23, 2011and Amendment No. 2 thereto filed on December 15, 2011 (as so amended, the “Schedule 13D”).  Terms defined in the Schedule 13D are used herein as so defined.

The following items of the Schedule 13D are hereby amended as follows:

 
Item 5.
Interest in Securities of Issuer

(a) through (c)
 
Since DST System’s previous filing on Schedule 13D on December 15, 2011, DST Systems has closed on the remaining portion of its previously announced purchase of shares of Common Stock of the Fund pursuant to the Standstill Agreements, as follows:
 
Date of Transaction
 Shares of Common  Stock Bought (Sold)
Price Per Share ($)
Type of Transaction
12/16/11
62,942
$4.32
Open Market
12/28/11
162,617
$4.32
Open Market
12/28/11
252,210
$4.32
Open Market
12/28/11
2,089
$4.32
Open Market
12/28/11
4,578
$4.32
Open Market
       
These additional shares, together with the previously reported purchases, total 2,775,555 shares of Common Stock and represent aggregate beneficial ownership of approximately 9.2% of the Fund’s total outstanding Common Stock, based on 30,080,350 shares of Common Stock outstanding as of July 19, 2011, as reported in the Fund’s Schedule 14A Definitive Proxy Statement filed with the Commission on August 19, 2011.  DTS Systems subsequently contributed all acquired shares to West Side, following which West Side is the beneficial owner of, and has sole power to vote or to direct the vote or sole power to dispose or to direct the disposition of, such shares.  Such securities may be deemed to be indirectly beneficially owned by DST Systems by virtue of the fact that West Side is a wholly owned subsidiary of and is controlled by DST Systems.
 

 
 
 
CUSIP No. 529900102

 
Signature
 
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.
 
DATED:  December 29, 2011
 

 
DST Systems, Inc.
 
 
 
By:
/s/ Kenneth V. Hager
   
Name:           Kenneth V. Hager
Title:           Vice President, Chief Financial Officer and
President
 
West Side Investment Management, Inc.
 
 
 
By:
/s/ Kenneth V. Hager
   
Name:           Kenneth V. Hager
Title:           Secretary and Treasurer