UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Panasonic Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
69832A205
(CUSIP Number)
December 31, 2010
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
þ
:
Rule 13d-1(b)
o
:
Rule 13d-1(c)
o
: 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).
1
|
NAME OF REPORTING PERSON
Mitsubishi UFJ Financial Group, Inc.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a)
o
(b)
o
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
107,962,716
|
6
|
SHARED VOTING POWER
|
7
|
SOLE DISPOSITIVE POWER
|
8
|
SHARED DISPOSITIVE POWER
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
|
|
1
|
NAME OF REPORTING PERSON
Mitsubishi UFJ Trust and Banking Corporation
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a)
o
(b)
o
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
95,411,100
|
6
|
SHARED VOTING POWER
|
7
|
SOLE DISPOSITIVE POWER
|
8
|
SHARED DISPOSITIVE POWER
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
|
|
1
|
NAME OF REPORTING PERSON
Mitsubishi UFJ Securities Holdings Co., Ltd.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a)
o
(b)
o
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
4,565,731
|
6
|
SHARED VOTING POWER
|
7
|
SOLE DISPOSITIVE POWER
|
8
|
SHARED DISPOSITIVE POWER
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
|
|
1
|
NAME OF REPORTING PERSON
Mitsubishi UFJ Morgan Stanley Securities Co., Ltd.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a)
o
(b)
o
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
4,565,731
|
6
|
SHARED VOTING POWER
|
7
|
SOLE DISPOSITIVE POWER
|
8
|
SHARED DISPOSITIVE POWER
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
|
|
1
|
NAME OF REPORTING PERSON
Mitsubishi UFJ Asset Management Co., Ltd.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a)
o
(b)
o
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
6,907,800
|
6
|
SHARED VOTING POWER
|
7
|
SOLE DISPOSITIVE POWER
|
8
|
SHARED DISPOSITIVE POWER
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
|
|
1
|
NAME OF REPORTING PERSON
Mitsubishi UFJ Asset Management (UK) Ltd.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a)
o
(b)
o
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
57,000
|
6
|
SHARED VOTING POWER
|
7
|
SOLE DISPOSITIVE POWER
|
8
|
SHARED DISPOSITIVE POWER
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
|
|
1
|
NAME OF REPORTING PERSON
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a)
o
(b)
o
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
225,600
|
6
|
SHARED VOTING POWER
|
7
|
SOLE DISPOSITIVE POWER
|
8
|
SHARED DISPOSITIVE POWER
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
|
|
1
|
NAME OF REPORTING PERSON
kabu.com Securities Co., Ltd.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a)
o
(b)
o
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
661,080
|
6
|
SHARED VOTING POWER
|
7
|
SOLE DISPOSITIVE POWER
|
8
|
SHARED DISPOSITIVE POWER
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
|
|
1
|
NAME OF REPORTING PERSON
KOKUSAI Asset Management Co., Ltd.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a)
o
(b)
o
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
191,300
|
6
|
SHARED VOTING POWER
|
7
|
SOLE DISPOSITIVE POWER
|
8
|
SHARED DISPOSITIVE POWER
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
|
|
1
|
NAME OF REPORTING PERSON
Mitsubishi UFJ NICOS Co., Ltd.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a)
o
(b)
o
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
105
|
6
|
SHARED VOTING POWER
|
7
|
SOLE DISPOSITIVE POWER
|
8
|
SHARED DISPOSITIVE POWER
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
|
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ITEM 1
(a) Name of Issuer
Panasonic Corporation
(b) Address of Issuer’s Principal Executive Offices
1006 Oaza Kadoma, Kadoma, Osaka 571-8501, Japan
ITEM 2
(a) Names of Persons Filing
Mitsubishi UFJ Financial Group, Inc. (“MUFG”)
Mitsubishi UFJ Trust and Banking Corporation (“MUTB”)
Mitsubishi UFJ Securities Holdings Co., Ltd. (“MUSHD”)
Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. (“MUMSS”)
Mitsubishi UFJ Asset Management Co., Ltd. (“MUAM”)
Mitsubishi UFJ Asset Management (UK) Ltd. (“MUAMUK”)
MU Investments Co., Ltd. (“MUI”)
kabu.com Securities Co., Ltd. (“KC”)
KOKUSAI Asset Management Co., Ltd. (“KAM”)
Mitsubishi UFJ NICOS Co., Ltd. (“NICOS”)
(b) Address of Principal Business Office or, if none, Residence
MUFG:
7-1 Marunouchi 2-chome, Chiyoda-ku
Tokyo 100-8330, Japan
MUTB:
4-5 Marunouchi 1-chome, Chiyoda-ku
Tokyo 100-8212, Japan
MUSHD:
4-1 Marunouchi 2-chome, Chiyoda-ku
Tokyo 100-6317, Japan
MUMSS:
5-2 Marunouchi 2-chome, Chiyoda-ku
Tokyo 100-0005, Japan
MUAM:
4-5 Marunouchi 1-chome, Chiyoda-ku
Tokyo 100-8212, Japan
MUAMUK:
Ropemaker Place,25 Ropemaker Street
London EC2M 7BT, United Kingdom
(prior to January 24, 2011,
12-15 Finsbury Circus, London EC2M 7BT, United Kingdom)
MUI:
2-15 Nihonbashi Muromachi 3-chome, Chuo-ku
Tokyo 103-0022, Japan
KC:
3-2 Otemachi 1-chome, Chiyoda-ku
Tokyo 100-0004, Japan
KAM:
1-1 Marunouchi 3-chome, Chiyoda-ku
Tokyo 100-0005, Japan
NICOS:
14-1 Sotokanda 4-chome, Chiyoda-ku
Tokyo 101-8960, Japan
(c) Citizenship
Not applicable.
(d) Title of Class of Securities
Common Stock
(e) CUSIP Number
69832A205
ITEM 3
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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:
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MUFG:
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(a)
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[ ]
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
|
[ ]
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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[ ]
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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[ ]
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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[ ]
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An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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(f)
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[ ]
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An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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(g)
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[ ]
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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[ ]
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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[ ]
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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);
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(j)
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A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
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(k)
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[ ]
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Group, in accordance with § 240.13d-1(b)(1)(ii)(K).
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If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: Parent holding company
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MUTB:
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(a)
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[ ]
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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[ ]
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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[ ]
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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[ ]
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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[ ]
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An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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(f)
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[ ]
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An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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(g)
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[ ]
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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[ ]
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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[ ]
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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);
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(j)
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A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
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(k)
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[ ]
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Group, in accordance with § 240.13d-1(b)(1)(ii)(K).
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If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: Bank
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MUSHD:
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(a)
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[ ]
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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[ ]
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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[ ]
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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[ ]
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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[ ]
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An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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(f)
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[ ]
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An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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(g)
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[ ]
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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[ ]
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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[ ]
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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);
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(j)
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A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
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(k)
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[ ]
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Group, in accordance with § 240.13d-1(b)(1)(ii)(K).
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If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: Broker-dealer
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MUMSS:
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(a)
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[ ]
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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[ ]
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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[ ]
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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[ ]
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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[ ]
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An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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(f)
|
[ ]
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An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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(g)
|
[ ]
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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[ ]
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
|
[ ]
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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);
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(j)
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A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
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(k)
|
[ ]
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Group, in accordance with § 240.13d-1(b)(1)(ii)(K).
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If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: Broker-dealer
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MUAM:
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(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 association 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);
|
|
|
|
|
|
|
|
(k)
|
[ ]
|
Group, in accordance with § 240.13d-1(b)(1)(ii)(K).
|
|
|
|
|
|
|
|
If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: Investment adviser
|
|
MUAMUK:
|
(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 association 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);
|
|
|
|
|
|
|
|
(k)
|
[ ]
|
Group, in accordance with § 240.13d-1(b)(1)(ii)(K).
|
|
|
|
|
|
|
|
If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: Investment adviser
|
|
MUI:
|
(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 association 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);
|
|
|
|
|
|
|
|
(k)
|
[ ]
|
Group, in accordance with § 240.13d-1(b)(1)(ii)(K).
|
|
|
|
|
|
|
|
If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: Investment adviser
|
|
KC:
|
(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 association 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);
|
|
|
|
|
|
|
|
(k)
|
[ ]
|
Group, in accordance with § 240.13d-1(b)(1)(ii)(K).
|
|
|
|
|
|
|
|
If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: Broker-dealer
|
|
KAM:
|
(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 association 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);
|
|
|
|
|
|
|
|
(k)
|
[ ]
|
Group, in accordance with § 240.13d-1(b)(1)(ii)(K).
|
|
|
|
|
|
|
|
If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: Investment adviser
|
|
NICOS:
|
NICOS is a subsidiary of MUFG, which is a parent holding company in accordance with § 240.13d-1(b)(1)(ii)(G), and holds less than 1% of the total outstanding securities of the issuer.
|
|
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
|
|
For MUFG
|
|
|
|
|
|
(a)
|
Amount beneficially owned:
|
|
|
|
|
|
|
(b)
|
Percent of class:
|
5.21%
|
|
|
|
|
|
(c)
|
Number of shares as to which the person has:
|
|
|
|
|
|
|
|
(i) Sole power to vote or to direct the vote:
|
107,962,716
|
|
|
|
|
|
|
(ii) Shared power to vote or to direct the vote:
|
-0-
|
|
|
|
|
|
|
(iii) Sole power to dispose or to direct the disposition of:
|
107,962,716
|
|
|
|
|
|
|
(iv) Shared power to dispose or to direct the disposition of:
|
-0-
|
|
For MUTB
|
|
|
|
|
|
(a)
|
Amount beneficially owned:
|
|
|
|
|
|
|
(b)
|
Percent of class:
|
4.61%
|
|
|
|
|
|
(c)
|
Number of shares as to which the person has:
|
|
|
|
|
|
|
|
(i) Sole power to vote or to direct the vote:
|
|
|
|
|
|
|
|
(ii) Shared power to vote or to direct the vote:
|
-0-
|
|
|
|
|
|
|
(iii) Sole power to dispose or to direct the disposition of:
|
|
|
|
|
|
|
|
(iv) Shared power to dispose or to direct the disposition of:
|
-0-
|
|
For MUSHD
|
|
|
|
|
|
(a)
|
Amount beneficially owned:
|
|
|
|
|
|
|
(b)
|
Percent of class:
|
0.22%
|
|
|
|
|
|
(c)
|
Number of shares as to which the person has:
|
|
|
|
|
|
|
|
(i) Sole power to vote or to direct the vote:
|
4,565,731
|
|
|
|
|
|
|
(ii) Shared power to vote or to direct the vote:
|
-0-
|
|
|
|
|
|
|
(iii) Sole power to dispose or to direct the disposition of:
|
4,565,731
|
|
|
|
|
|
|
(iv) Shared power to dispose or to direct the disposition of:
|
-0-
|
|
For MUMSS
|
|
|
|
|
|
(a)
|
Amount beneficially owned:
|
|
|
|
|
|
|
(b)
|
Percent of class:
|
0.22%
|
|
|
|
|
|
(c)
|
Number of shares as to which the person has:
|
|
|
|
|
|
|
|
(i) Sole power to vote or to direct the vote:
|
4,565,731
|
|
|
|
|
|
|
(ii) Shared power to vote or to direct the vote:
|
-0-
|
|
|
|
|
|
|
(iii) Sole power to dispose or to direct the disposition of:
|
4,565,731
|
|
|
|
|
|
|
(iv) Shared power to dispose or to direct the disposition of:
|
-0-
|
|
For MUAM
|
|
|
|
|
|
(a)
|
Amount beneficially owned:
|
|
|
|
|
|
|
(b)
|
Percent of class:
|
0.33%
|
|
|
|
|
|
(c)
|
Number of shares as to which the person has:
|
|
|
|
|
|
|
|
(i) Sole power to vote or to direct the vote:
|
|
|
|
|
|
|
|
(ii) Shared power to vote or to direct the vote:
|
-0-
|
|
|
|
|
|
|
(iii) Sole power to dispose or to direct the disposition of:
|
|
|
|
|
|
|
|
(iv) Shared power to dispose or to direct the disposition of:
|
-0-
|
|
For MUAMUK
|
|
|
|
|
|
(a)
|
Amount beneficially owned:
|
|
|
|
|
|
|
(b)
|
Percent of class:
|
0.00%
|
|
|
|
|
|
(c)
|
Number of shares as to which the person has:
|
|
|
|
|
|
|
|
(i) Sole power to vote or to direct the vote:
|
|
|
|
|
|
|
|
(ii) Shared power to vote or to direct the vote:
|
-0-
|
|
|
|
|
|
|
(iii) Sole power to dispose or to direct the disposition of:
|
|
|
|
|
|
|
|
(iv) Shared power to dispose or to direct the disposition of:
|
-0-
|
|
For MUI
|
|
|
|
|
|
(a)
|
Amount beneficially owned:
|
225,600
|
|
|
|
|
|
(b)
|
Percent of class:
|
0.01%
|
|
|
|
|
|
(c)
|
Number of shares as to which the person has:
|
|
|
|
|
|
|
|
(i) Sole power to vote or to direct the vote:
|
|
|
|
|
|
|
|
(ii) Shared power to vote or to direct the vote:
|
-0-
|
|
|
|
|
|
|
(iii) Sole power to dispose or to direct the disposition of:
|
|
|
|
|
|
|
|
(iv) Shared power to dispose or to direct the disposition of:
|
-0-
|
|
For KC
|
|
|
|
|
|
(a)
|
Amount beneficially owned:
|
661,080
|
|
|
|
|
|
(b)
|
Percent of class:
|
0.03%
|
|
|
|
|
|
(c)
|
Number of shares as to which the person has:
|
|
|
|
|
|
|
|
(i) Sole power to vote or to direct the vote:
|
|
|
|
|
|
|
|
(ii) Shared power to vote or to direct the vote:
|
-0-
|
|
|
|
|
|
|
(iii) Sole power to dispose or to direct the disposition of:
|
|
|
|
|
|
|
|
(iv) Shared power to dispose or to direct the disposition of:
|
-0-
|
|
For KAM
|
|
|
|
|
|
(a)
|
Amount beneficially owned:
|
191,300
|
|
|
|
|
|
(b)
|
Percent of class:
|
0.01%
|
|
|
|
|
|
(c)
|
Number of shares as to which the person has:
|
|
|
|
|
|
|
|
(i) Sole power to vote or to direct the vote:
|
|
|
|
|
|
|
|
(ii) Shared power to vote or to direct the vote:
|
-0-
|
|
|
|
|
|
|
(iii) Sole power to dispose or to direct the disposition of:
|
|
|
|
|
|
|
|
(iv) Shared power to dispose or to direct the disposition of:
|
-0-
|
|
For NICOS
|
|
|
|
|
|
(a)
|
Amount beneficially owned:
|
105
|
|
|
|
|
|
(b)
|
Percent of class:
|
0.00%
|
|
|
|
|
|
(c)
|
Number of shares as to which the person has:
|
|
|
|
|
|
|
|
(i) Sole power to vote or to direct the vote:
|
|
|
|
|
|
|
|
(ii) Shared power to vote or to direct the vote:
|
-0-
|
|
|
|
|
|
|
(iii) Sole power to dispose or to direct the disposition of:
|
|
|
|
|
|
|
|
(iv) Shared power to dispose or to direct the disposition of:
|
-0-
|
ITEM 5
|
Ownership of Five Percent or Less of a Class
|
Not applicable.
ITEM 6
|
Ownership of More than Five 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
|
As of December 31, 2010, MUFG beneficially owns 107,962,716 shares of the issuer indirectly through its subsidiaries as follows: MUTB holds 95,411,100 shares; MUSHD holds 4,565,731 shares (indirectly through MUSHD’s subsidiary, MUMSS); MUAM holds 6,907,800 shares (including 57,000 shares indirectly held through MUAM’s subsidiary, MUAMUK); MUI holds 225,600 shares; KC holds 661,080 shares; KAM holds 191,300 shares; and NICOS holds 105 shares.
ITEM 8
|
Identification and Classification of Members of the Group
|
Not applicable.
ITEM 9
|
Notice of Dissolution of Group
|
Not applicable.
By signing below MUFG, MUTB, MUSHD, MUMSS, MUAM, MUAMUK, MUI, KC and KAM certify that, to the best of their knowledge and belief, (i) 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 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, and (ii) the foreign regulatory schemes applicable to parent holding
companies, banks, broker-dealers and investment advisers, respectively, are substantially comparable to the regulatory schemes applicable to the functionally equivalent U.S. institutions.
By signing below NICOS certifies that, to the best of its 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 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.
All of the filers also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.
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.
|
Date: February 8, 2011
|
|
|
|
|
|
MITSUBISHI UFJ FINANCIAL GROUP, INC.
|
|
|
|
|
|
|
By:
|
/s/ Hironori Kamezawa
|
|
|
Name:
|
Hironori Kamezawa
|
|
|
Title:
|
General Manager, Credit & Investment Management Division
|
|
|
|
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.
|
Date: February 8, 2011
|
|
|
|
|
|
MITSUBISHI UFJ TRUST AND BANKING CORPORATION
|
|
|
|
|
|
|
By:
|
/s/
Hiroki Masuoka
|
|
|
Name:
|
Hiroki Masuoka
|
|
|
Title:
|
Deputy General Manager of Trust Assets Planning Division
|
|
|
|
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.
|
Date: February 8, 2011
|
|
|
|
|
|
MITSUBISHI UFJ SECURITIES HOLDINGS CO., LTD.
|
|
|
|
|
|
|
By:
|
/s/
Shingo Sumimoto
|
|
|
Name:
|
|
|
|
Title:
|
General Manager, Corporate Planning Division
|
|
|
|
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.
|
Date: February 8, 2011
|
|
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|
|
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MITSUBISHI UFJ MORGAN STANLEY SECURITIES CO., LTD.
|
|
|
|
|
|
|
By:
|
/s/
Koji Nishimoto
|
|
|
Name:
|
|
|
|
Title:
|
Executive Officer, General Manager, Corporate Planning Division
|
|
|
|
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.
|
Date: February 8, 2011
|
|
|
|
|
|
MITSUBISHI UFJ ASSET MANAGEMENT CO., LTD.
|
|
|
|
|
|
|
By:
|
/s/ Katsutoshi Edamura
|
|
|
Name:
|
Katsutoshi Edamura
|
|
|
Title:
|
General Manager of Risk Management Division
|
|
|
|
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.
|
Date: February 8, 2011
|
|
|
|
|
|
MITSUBISHI UFJ ASSET MANAGEMENT (UK) LTD.
|
|
|
|
|
|
|
By:
|
/s/ Shojiro Ueda
|
|
|
Name:
|
Shojiro Ueda
|
|
|
Title:
|
Managing Director & CE
|
|
|
|
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.
|
Date: February 8, 2011
|
|
|
|
|
|
MU INVESTMENTS CO., LTD.
|
|
|
|
|
|
|
By:
|
/s/ Yuya Saijo
|
|
|
Name:
|
Yuya Saijo
|
|
|
Title:
|
Senior Managing Director
|
|
|
|
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.
|
Date: February 8, 2011
|
|
|
|
|
|
KABU.COM SECURITIES CO., LTD.
|
|
|
|
|
|
|
By:
|
/s/ Takeshi Amemiya
|
|
|
Name:
|
Takeshi Amemiya
|
|
|
Title:
|
General Manager of Corporate Administration
|
|
|
|
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.
|
Date: February 8, 2011
|
|
|
|
|
|
KOKUSAI ASSET MANAGEMENT CO., LTD.
|
|
|
|
|
|
|
By:
|
/s/ Takeshi Dohi
|
|
|
Name:
|
Takeshi Dohi
|
|
|
Title:
|
General Manager, Investment Management Planning Dept.
|
|
|
|
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.
|
Date: February 8, 2011
|
|
|
|
|
|
MITSUBISHI UFJ NICOS CO., LTD.
|
|
|
|
|
|
|
By:
|
/s/ Tomoo Sawada
|
|
|
Name:
|
Tomoo Sawada
|
|
|
Title:
|
General Manager, General Administration Dept.
|
|
|
|
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