CUSIP No.
608554101
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13D
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1.
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Names of Reporting Persons
Koch Industries, Inc.
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2.
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Check the Appropriate Box if a Member of a Group
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(a)
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o
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(b)
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x
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3.
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SEC Use Only
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4.
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Source of Funds
WC
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of Organization
Kansas
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
30,984,027 (1)
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
30,984,027 (1)
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares
o
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13.
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Percent of Class Represented by Amount in Row (11)
32.4% (2)
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14.
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Type of Reporting Person
CO
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(1)
Pursuant to the Voting Agreements described in Item 4, Koch Industries, Inc. may be deemed to have beneficial ownership of 30,895,875 shares of Common Stock, par value $0.05 per share (
Molex Common Stock
), and 88,152 shares of Class B Common Stock, par value $0.05 per share (
Molex Class B Common Stock
), of Molex Incorporated. Neither the filing of this statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by Koch Industries, Inc. that it is the beneficial owner of any such shares for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is hereby expressly disclaimed.
(2)
Based on 95,560,076 shares of Molex Common Stock outstanding on August 1, 2013 as set forth in Molexs Annual Report on Form 10-K for the fiscal year ended June 30, 2013 plus 88,152 shares of Molex Class B Common Stock, which are convertible, on a one for one basis, into Molex Common Stock any time at the option of the holder of the Molex Class B Common Stock.
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CUSIP No.
608554101
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13D
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1.
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Names of Reporting Persons
Koch Connectors, Inc.
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2.
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Check the Appropriate Box if a Member of a Group
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(a)
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o
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(b)
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x
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3.
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SEC Use Only
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4.
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Source of Funds
AF
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
30,984,027 (1)
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
30,984,027 (1)
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares
o
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|
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13.
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Percent of Class Represented by Amount in Row (11)
32.4% (2)
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14.
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Type of Reporting Person
CO
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(1)
Pursuant to the Voting Agreements described in Item 4, Koch Connectors, Inc. may be deemed to have beneficial ownership of 30,895,875 shares of Molex Common Stock and 88,152 shares of Molex Class B Common Stock. Neither the filing of this statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by Koch Connectors, Inc. that it is the beneficial owner of any such shares for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is hereby expressly disclaimed.
(2)
Based on 95,560,076 shares of Molex Common Stock outstanding on August 1, 2013 as set forth in Molexs Annual Report on Form 10-K for the fiscal year ended June 30, 2013 plus 88,152 shares of Molex Class B Common Stock, which are convertible, on a one for one basis, into Molex Common Stock any time at the option of the holder of the Molex Class B Common Stock.
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EXPLANATORY NOTE: This Amendment No. 1 to Schedule 13D (this
Amendment No. 1
) relates to the common stock, par value $0.05 per share (
Molex Common Stock
), and Class B Common Stock, par value $0.05 per share (
Molex Class B Common Stock
) of Molex Incorporated, a Delaware corporation (
Molex
). The principal executive offices of Molex are located at 2222 Wellington Court, Lisle, Illinois 60532. This Amendment No. 1 amends and supplements, as set forth below, the Schedule 13D filed by the Reporting Persons with respect to Molex on September 19, 2013 (the
Schedule 13D
). Only the amended and supplemented items of the Schedule 13D are set forth in this Amendment No. 1. All capitalized terms used, but not defined in this Amendment No. 1 have the meanings ascribed to them in the Schedule 13D.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is amended and supplemented by adding the following paragraphs at the end of the section titled (a)-(b):
Molex informed the Reporting Persons that between October 10, 2013 and October 14, 2013, (i) 110,637 shares of Molex Common Stock and 17,788 shares of Molex Class A Common Stock indirectly beneficially owned by John H. Krehbiel, Jr., as trustee of the Krehbiel Childrens Trust dated December 15, 1976, were transferred from the trust to Jay Krehbiel (Frederick A. Krehbiels son) in connection with the termination of such trust, in accordance with its terms, upon the attainment of a certain age by the transferee, and (ii) 1,753,137 shares of Molex Common Stock, 52,921 shares of Molex Class A Common Stock and 2,552 shares of Molex Class B Common Stock indirectly beneficially owned by Frederick A. Krehbiel, as trustee of John H. Krehbiel, Sr., Trust H under agreement dated April 4, 1973, were transferred from the trust to Jay Krehbiel in connection with the termination of such trust, in accordance with its terms, upon the attainment of a certain age by the transferee.
In connection with these transfers, Jay Krehbiel, Koch and Merger Sub entered into an Agreement and Acknowledgement on October 14, 2013 and effective as of October 10, 2013 (the
Agreement and Acknowledgement
) pursuant to which Jay Krehbiel agreed, in accordance with the terms of that certain Voting and Support Agreement by and among John H. Krehbiel, Jr., Frederick A. Krehbiel, Krehbiel Limited Partnership, Krehbiel Childrens Trust dated December 15, 1976, John H. Krehbiel, Jr. Trust dated October 30, 1985, as amended, Frederick A. Krehbiel Trust dated June 4, 1981, as amended, John H. Krehbiel, Sr., Trust H under agreement dated April 4, 1973, Koch and Merger Sub (the
Krehbiel Family Voting Agreement
), which is one of the Voting Agreements, to be bound by all of the terms of the Krehbiel Family Voting Agreement with respect to the transferred shares to the same extent as if he had been an original signatory to the Krehbiel Family Voting Agreement.
The foregoing description of the Agreement and Acknowledgement is not complete and is qualified in its entirety by reference to the Agreement and Acknowledgement, which is filed as
Exhibit 3
hereto and is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits
Item 7 of the Schedule 13D is amended and supplemented as follows:
Exhibit
Number
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Description
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3
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Agreement and Acknowledgement, dated as October 14, 2013, effective as of October 10, 2013, by and among Jay Krehbiel, Koch Industries, Inc. and Koch Connectors, Inc.
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