Form SC 13G/A hhgregg, Inc. Filed by: PIPER JAFFRAY COMPANIES
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities and Exchange Act of 1934
Amendment No. 2
hhgregg, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
42833L108
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(CUSIP Number)
December 31, 2014
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[X] Rule 13d-1 (b)
[ ] Rule 13d-1 (c)
[ ] 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. 42833L108 13G
1 Name of Reporting Person / IRS Identification Number:
Piper Jaffray Companies / 30-0168701
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2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
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3 SEC Use Only
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4 Citizenship or Place of Organization
Delaware
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Number of
5 Sole Voting Power
Shares 480,472 Shares
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Beneficially
6 Shared Voting Power
Owned By 0 Shares
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Each
7 Sole Dispositive Power
Reporting 854,570 Shares
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Person
8 Shared Dispositive Power
With 0 Shares
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9 Aggregate Amount Beneficially Owned by Each Reporting Person
854,570 Shares (See Exhibit A)
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10 Check if the Aggregate Amount in Row (9) Excludes Certain
Shares [ ]
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11 Percent of Class Represented by Amount in Row (9)
3.0%
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12 Type of Reporting Person
HC
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Item 1 (a) Name of Issuer: hhgreg, Inc.
Item 1 (b) Name of Issuer's Principal Executive Offices:
4151 East 96th Street
Indianapolis, IN 46240
Item 2 (a) Person Filing: Piper Jaffray Companies
Item 2 (b) Address: 800 Nicollet Mall Suite 800
Minneapolis, MN 55402
Item 2 (c) Citizenship: Piper Jaffray Companies is a
Delaware Corporation
Item 2 (d) Title of Class of Securities: Common Stock
Item 2 (e) CUSIP Number: 42833L108
Item 3 This statement is filed pursuant to Rule 13d-1(b) or
13d-2(b) and the person filing, Piper Jaffray Companies,
is a parent holding company in accordance with Section
240.13d-1(b)(ii)(G). (Note: See Item 7).
Item 4 Ownership
(a) Amount Beneficially Owned:
Advisory Research, Inc. 854,570 Shares
(b) Percent of Class 3.0%
(c) Number of shares as to which reporting person has:
(i) Sole Voting Power 480,472 Shares
(ii) Shared Voting Power 0 Shares
(iii) Sole Dispositive Power 854,570 Shares
(iv) Shared Dispositive Power 0 Shares
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 [ x]
Item 6 Ownership of More than Five Percent on Behalf of Another
Person: The clients referenced in Exhibit A have the
right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of the
securities held in their respective accounts. No client's
interest is known to exceed 5% of the class of securities.
Item 7 Identification and Classification of the Subsidiary
Which Acquired the Security being Reported on by the
Parent Holding Company:
See attached Exhibit A.
Item 8 Identification and Classification if Members of
the Group: Not Applicable
Item 9 Notice of Dissolution of Group: Not Applicable
Item 10 Certification
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to
above were acquired and are held in the ordinary
course of business and 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 such securities and were not acquired and are
not held in connection with or as a participant
in any transaction having such purposes or effect.
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.
2/17/2015
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Date
Piper Jaffray Companies
By /s/ Christopher D. Crawshaw
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Signature
Christopher D. Crawshaw
Head of Asset Management
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Name/Title
Advisory Research, Inc.
By /s/ Christopher D. Crawshaw
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Signature
Christopher D. Crawshaw
President, Chief Executive Officer
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Name/Title
JOINT FILING AGREEMENT
The undersigned persons, on February 17, 2015, agree and consent
to the joint filing on their behalf of this Schedule 13G
in connection with their beneficial ownership of the Common
Stock of hhgreg, Inc. at December 31, 2014.
Piper Jaffray Companies
By /s/ Christopher D. Crawshaw
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Signature
Christopher D. Crawshaw
Head of Asset Management
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Name/Title
Advisory Research, Inc.
By /s/ Christopher D. Crawshaw
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Signature
Christopher D. Crawshaw
President, Chief Executive Officer
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Name/Title
EXHIBIT A
Pursuant to the instructions in Item 7 of Schedule 13G, Advisory
Research, Inc. ("ARI"), 180 N. Stetson, Chicago, IL 60601, a
wholly-owned subsidiary of Piper Jaffray Companies and an
investment adviser registered under Section 203 of the
Investment Advisers Act of 1940, is the beneficial owner of
854,570 shares or 3.0 % of the Common Stock outstanding
of hhgregg, Inc. ("the Company") as a result of
acting as investment adviser to various clients.
Piper Jaffray Companies may be deemed to be the beneficial owner
of these 854,570 shares through control of ARI. However, Piper
Jaffray Companies disclaims beneficial ownership of such shares.
In addition, the filing of this Schedule 13G shall not be construed
as an admission that the reporting person or any of its affiliates
is the beneficial owner of any securities covered by this Schedule
13G for any other purposes than Section 13(d) of the Securities
Exchange Act of 1934.
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