p11-1494sc13g.htm


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G
 
 
Under the Securities Exchange Act of 1934
 
(Amendment No.__)*
 
Convergys Corporation
(Name of Issuer)
 
Common Stock, No Par Value
(Title of Class of Securities)
 
212485106
(CUSIP Number)
 
August 12, 2011
(Date of Event Which Requires Filing of this Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
 
x
   Rule 13d-1(b)
¨
   Rule 13d-1(c)
¨
   Rule 13d-1(d)
 
(Page 1 of 6 Pages)

______________________________
* 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 (the "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.  212485106
 
13G
Page 2 of 6 Pages



     
1
NAMES OF REPORTING PERSONS
JANA Partners LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5
SOLE VOTING POWER
- 0 -
6
SHARED VOTING POWER
6,961,370 (excluding 24,401 time-based restricted stock units and 7,372.9 phantom shares)
7
SOLE DISPOSITIVE POWER
- 0 -
8
SHARED DISPOSITIVE POWER
6,961,370 (excluding 24,401 time-based restricted stock units and 7,372.9 phantom shares)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,961,370 (excluding 24,401 time-based restricted stock units and 7,372.9 phantom shares)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.8%
12
TYPE OF REPORTING PERSON
IA


 
 
 
CUSIP No.  212485106
 
13G
Page 3 of 6 Pages


This Statement modifies a Schedule 13D and related amendments previously filed by the Reporting Person (as defined below) relating to the Shares (as defined below) of the Issuer (as defined below).  The Reporting Person has elected to file this Statement voluntarily at this time, since it no longer has a representative on the Issuer's board of directors and does not hold the Shares with any purpose, or with the effect of, changing or influencing the control of the Issuer.
 
Item 1 (a).
NAME OF ISSUER.
   
 
The name of the issuer is Convergys Corporation (the "Issuer").

Item 1(b).
ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
   
 
The Issuer's principal executive offices are located at 201 East Fourth Street, Cincinnati, Ohio 45202.

Item 2 (a).
NAME OF PERSON FILING:

 
This statement is filed by JANA Partners LLC (the "Reporting Person").
   

Item 2(b).
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

 
The address of the business office of the Reporting Person is 767 Fifth Avenue, 8th Floor, New York, New York 10153.

Item 2(c).
CITIZENSHIP:

 
This Statement is filed by JANA Partners LLC, a Delaware limited liability company.  JANA Partners LLC is a private money management firm which holds the Shares of the Issuer in various entities and accounts under its management and control, including but not limited to, Segregated Portfolio 13 ("SP13"), a managed account for which JANA Partners LLC serves as investment manager. Pursuant to a Subadvisory Agreement with SP13, in certain circumstances SP13 has the right to override the voting decisions made by JANA Partners LLC with respect to securities held in SP13, including 419,963 Shares, and has the right to terminate its Subadvisory Agreement with JANA Partners LLC.  The principals of JANA Partners LLC, Barry Rosenstein and Gary Claar, are U.S. citizens.

Item 2(d).
TITLE OF CLASS OF SECURITIES:
   
 
Common Stock, no par value (the "Shares").

Item 2(e).
CUSIP NUMBER:
   
 
212485106
 
 
 
 
 
CUSIP No.  212485106
 
13G
Page 4 of 6 Pages


 
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)
x
Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
 
(f)
¨
Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
 
(g)
¨
Parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
 
(h)
¨
Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
(i)
¨
Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
 
(j)
¨
Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
 
(k)
¨
Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please
specify the type of institution:
   

Item 4.
OWNERSHIP.

 
(a)
Amount beneficially owned: 6,961,370 (excluding 24,401 time-based restricted stock units and 7,372.9 phantom shares)
 
(b)
Percent of class: 5.8%.
 
(c)
Number of shares as to which JANA Partners LLC has:
   
(i)       Sole power to vote or direct the vote: 6,961,370 (excluding 24,401 time-based restricted stock units and 7,372.9 phantom shares)
   
(ii)      Shares power to vote or direct the vote: 0
   
(iii)     Sole power to dispose or direct the disposition: 6,961,370 (excluding 24,401 time-based restricted stock units and 7,372.9 phantom shares)
   
(iv)     Shares power to dispose or direct the disposition of: 0

Item 5.
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
   
 
Not applicable.
 
 
 
 
 
CUSIP No.  212485106
 
13G
Page 5 of 6 Pages


 
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.
   
 
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.
CERTIFICATION.

 
The Reporting Person hereby makes the following certification:
 
 
By signing below the Reporting Person 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.


 
 
 
CUSIP No.  212485106
 
13G
Page 6 of 6 Pages



SIGNATURES
 
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
 
DATED:  August 12, 2011

 
JANA PARTNERS LLC
  
     
     
 
/s/ Jennifer Fanjiang
  
 
Name:   Jennifer Fanjiang
  
 
Title:     General Counsel