SC 13G
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Wright Express Corporation
(Name of Issuer)
Common Stock; $.01 par value
(Title of Class of Securities)
98233Q105
(CUSIP Number)
December 31, 2005
(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).
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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NAMES OF REPORTING PERSONS:
H.A. Schupf & Co., LLC |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
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06-1629202 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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(a) o |
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(b) o |
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SEC USE ONLY: |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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Delaware |
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SOLE VOTING POWER: |
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| NUMBER OF |
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3,232,100 |
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| SHARES |
6 |
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SHARED VOTING POWER: |
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| OWNED BY |
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-0- |
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| EACH |
7 |
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SOLE DISPOSITIVE POWER: |
| REPORTING |
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| PERSON |
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3,232,100 |
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| WITH: |
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SHARED DISPOSITIVE POWER: |
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-0- |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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3,232,100 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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o |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): |
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8.04% |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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IA |
Page 2 of 5 pages
Item 1.
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(a) |
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Name of Issuer Wright Express Corporation |
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(b) |
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Address of Issuer’s Principal Executive Offices 97 Darling Avenue, South Portland, ME 04106 |
Item 2.
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(a) |
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Name of Person Filing H.A.Schupf & Co., LLC |
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(b) |
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Address of Principal Business Office or, if none, Residence 590 Madison Avenue, New York, NY 10022 |
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(c) |
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Citizenship Delaware |
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(d) |
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Title of Class of Securities Common Stock; $.01 par value |
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(e) |
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CUSIP Number 98233Q105 |
Item 3. If this statement is filed pursuant to §§240.13d-l(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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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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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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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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þ
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An investment adviser in accordance with §240.13d-l(b)(l)(ii)(E); |
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(f)
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An employee benefit plan or endowment fund in accordance with §240.13d-l(b)(l)(ii)(F); |
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(g)
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A parent holding company or control person in accordance with § 240.13d-l(b)(l)(ii)(G); |
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(h)
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A savings associations 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); |
Page 3 of 5 pages
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(j)
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Group, in accordance with §240.13d-l(b)(l)(ii)(J). |
Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage of the class
of securities of the issuer identified in Item 1.
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(a)
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Amount beneficially owned: 3,232,100. |
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(b)
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Percent of class: 8.04% . |
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(c)
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Number of shares as to which the person has: |
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(i) |
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Sole power to vote or to direct the vote 3,232,100. |
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(ii) |
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Shared power to vote or to direct the vote -0- . |
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(iii) |
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Sole power to dispose or to direct the disposition of 3,232,100. |
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(iv) |
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Shared power to dispose or to direct the disposition of -0- . |
Instruction. For computations regarding securities which represent a right to acquire an
underlying security see §240.13d-3(d)(l).
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 o.
Instruction: Dissolution of a group requires a response to this item.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, such securities, a statement to that effect
should be included in response to this item and, if such interest relates to more than five percent
of the class, such person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries of employee
benefit plan, pension fund or endowment fund is not required.
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| Item 7. |
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Identification and Classification of the Subsidiary Which Acquired the Security
Being Reported on By the Parent Holding Company |
If a parent holding company has filed this schedule, pursuant to Rule 13d-l(b)(ii)(G), so
indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification
of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule
13d-l(c) or Rule 13d-l(d), attach an exhibit stating the identification of the relevant subsidiary.
Item 8. Identification and Classification of Members of the Group
If a group has filed this schedule pursuant to §240.13d-l(b)(l)(ii)(J), so indicate under
Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of
the group. If a group has filed this schedule pursuant to §240.13d-l(c) or §240.13d-l(d), attach
an exhibit stating the identity of each member of the group.
Item 9. Notice of Dissolution of Group
Notice of dissolution of a group may be furnished as an exhibit stating the date of the
dissolution and that all further filings with respect to transactions in the security reported on
will be filed, if required, by members of the group, in their individual capacity. See Item 5.
Item 10. Certification
Page 4 of 5 pages
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(a) |
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The following certification shall be included if the statement is filed pursuant to §240.13d-l(b): |
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
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.
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(b) |
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The following certification shall be included if the statement is filed pursuant to §240.13d-l(c): |
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above 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.
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.
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February 10, 2006 |
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Date |
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/s/ H. Axel Schupf |
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Signature |
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H. Axel Schupf, Managing Member |
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Name/Title |
The original statement shall be signed by each person on whose behalf the statement is filed
or his authorized representative. If the statement is signed on behalf of a person by his
authorized representative other than an executive officer or general partner of the filing person,
evidence of the representative’s authority to sign on behalf of such person shall be filed with the
statement, provided, however, that a power of attorney for this purpose which is already on file
with the Commission may be incorporated by reference. The name and any title of each person who
signs the statement shall be typed or printed beneath his signature.
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 for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations
(See 18 U.S.C. 1001)
Page 5 of 5 pages