SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Marex Group plc
(Name of Issuer)
Ordinary shares, nominal value of $0.001551 per ordinary share
(Title of Class of Securities)
G5S37H101
(CUSIP Number)
06/30/2025
(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)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
G5S37H101
1
Names of Reporting Persons
Ocean Ring Jersey Co Limited
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
JERSEY
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
G5S37H101
1
Names of Reporting Persons
Ocean Trade Lux Co S.a r.l.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
LUXEMBOURG
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
G5S37H101
1
Names of Reporting Persons
Trilantic Capital Partners IV (Europe) L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(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
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
G5S37H101
1
Names of Reporting Persons
Trilantic Capital Partners Associates IV (Europe) L.P. Inc
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
GUERNSEY
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
G5S37H101
1
Names of Reporting Persons
Trilantic Capital Partners Management Limited
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
GUERNSEY
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
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);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(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);
(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:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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:
(i) Sole power to vote or to direct the vote:
See the response to row 5 of the cover page of each Reporting Person.
(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.
(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.
(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).
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 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 or Control Person.
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.
Certifications:
Not Applicable
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.
Ocean Ring Jersey Co Limited
Signature:
/s/ Joseph Cohen
Name/Title:
Joseph C. Cohen / Director
Date:
07/28/2025
Ocean Trade Lux Co S.a r.l.
Signature:
/s/ Laurent Forget
Name/Title:
Laurent Forget / Manager
Date:
07/28/2025
Signature:
/s/ Alexandre Moyret
Name/Title:
Alexandre Moyret / Manager
Date:
07/28/2025
Trilantic Capital Partners IV (Europe) L.P.
Signature:
/s/ Mark Huntley
Name/Title:
Mark Huntley / Director of Trilantic Capital Partners Management Limited, itself General Partner of Trilantic Capital Partners Associates IV (Europe)
Date:
07/23/2025
Trilantic Capital Partners Associates IV (Europe) L.P. Inc
Signature:
/s/ Mark Huntley
Name/Title:
Mark Huntley / Director of Trilantic Capital Partners Management Limited, itself General Partner of Trilantic Capital Partners Associates IV (Europe)
Date:
07/23/2025
Trilantic Capital Partners Management Limited
Signature:
/s/ Mark Huntley
Name/Title:
Mark Huntley / Director
Date:
07/23/2025
Exhibit Information
Exhibit 1 - Joint Filing Agreement, dated as of November 14, 2024, among the Reporting Persons (incorporated by reference to Exhibit 1 to Schedule 13G filed with the Securities and Exchange Commission on November 14, 2024 by the Reporting Persons).
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