SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No....)
Robert Half International
(Name of Issuer)
Common Stock
(Title of Class of Securities)
770323103
(CUSIP Number)
12/31/2012
(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.
(1)Names of reporting persons. Lateef Investment Management, LP
(2) Check the appropriate box if a member of a group (see
instructions)
(a)
(b)
(3) SEC use only
(4) Citizenship or place of organization California
Number of
shares
beneficially
owned by each
reporting
person with:
(5)Sole voting power
(6)Shared voting power 8,393,609
(7)Sole dispositive power
(8)Shared dispositive power 8,393,609
(9)Aggregate amount beneficially owned by each reporting person
8,393,609
(10)Check if the aggregate amount in Row (9) excludes certain shares
(see instructions)
(11)Percent of class represented by amount in Row 9 5.96%
(12)Type of reporting person (see instructions) IA
Instructions for Cover Page
(1)Names of Reporting Persons---Furnish the full legal name of each
person for whom the report is filed--i.e., each person required to
sign the schedule itself--including each member of a group. Do not
include the name of a person required to be identified in the report
but who is not a reporting person.
(2)If any of the shares beneficially owned by a reporting person are
held as a member of a group and that membership is expressly affirmed,
please check row 2(a). If the reporting person disclaims membership in
a group or describes a relationship with other person but does not
affirm the existence of a group, please check row 2(b) [unless it is a
joint filing pursuant to Rule 13d-1(k)(1) in which case it may not be
necessary to check row 2(b)].
(3)The third row is for SEC internal use; please leave blank.
(4) Citizenship or Place of Organization---Furnish citizenship if the
named reporting person is a natural person. Otherwise, furnish place
of organization.
(5)-(9), (11)Aggregated Amount Beneficially Owned By Each Reporting
Person, etc.---Rows (5) through (9) inclusive, and (11) are to be
completed in accordance with the provisions of Item 4 of Schedule 13G.
All percentages are to be rounded off to the nearest tenth (one place
after decimal point).
(10)Check if the aggregate amount reported as beneficially owned in
row 9 does not include shares as to which beneficial ownership is
disclaimed pursuant to Rule 13d-4 under the Securities Exchange Act of
1934.
(12)Type of Reporting Person---Please classify each "reporting person"
according to the following breakdown (see Item 3 of Schedule 13G) and
place the appropriate symbol on the form:
Category
Symbol
Broker Dealer
BD
Bank
BK
Insurance Company
IC
Investment Company
IV
Investment Adviser
IA
Employee Benefit Plan or
Endowment Fund
EP
Parent Holding
Company/Control Person
HC
Savings Association
SA
Church Plan
CP
Corporation
CO
Partnership
PN
Individual
IN
Non-U.S. Institution
FI
Other
OO
Notes:
Attach as many copies of the second part of the cover page as are needed, one
reporting person per page.
Filing persons may, in order to avoid unnecessary duplication, answer items on
the schedules (Schedule 13D, 13G, or TO) by appropriate cross references to an
item or items on the cover page(s). This approach may only be used where the
cover page item or items provide all the disclosure required by the schedule
item. Moreover, such a use of a cover page item will result in the item
becoming a part of the schedule and accordingly being considered as "filed"
for purposes of Section 18 of the Securities Exchange Act or otherwise subject
to the liabilities of that section of the Act.
Reporting persons may comply with their cover page filing requirements by
filing either completed copies of the blank forms available from the
Commission, printed or typed facsimiles, or computer printed facsimiles,
provided the documents filed have identical formats to the forms prescribed in
the Commission's regulations and meet existing Securities Exchange Act rules
as to such matters as clarity and size (Securities Exchange Act Rule 12b-12).
SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G
Under Sections 13(d), 13(g), and 23 of the Securities Exchange Act of 1934 and
the rules and regulations thereunder, the Commission is authorized to solicit
the information required to be supplied by this schedule by certain security
holders of certain issuers.
Disclosure of the information specified in this schedule is mandatory. The
information will be used for the primary purpose of determining and disclosing
the holdings of certain beneficial owners of certain equity securities. This
statement will be made a matter of public record. Therefore, any information
given will be available for inspection by any member of the public.
Because of the public nature of the information, the Commission can use it for
a variety of purposes, including referral to other governmental authorities or
securities self-regulatory organizations for investigatory purposes or in
connection with litigation involving the Federal securities laws or other
civil, criminal or regulatory statutes or provisions.
Failure to disclose the information requested by this schedule may result in
civil or criminal action against the persons involved for violation of the
Federal securities laws and rules promulgated thereunder.
General Instructions
A. Statements filed pursuant to Rule 13d-1(b) containing the
information required by this schedule shall be filed not later than
February 14 following the calendar year covered by the statement or
within the time specified in Rules 13d-1(b)(2) and 13d-2(c).
Statements filed pursuant to Rule 13d-1(c) shall be filed within the
time specified in Rules 13d-1(c), 13d- 2(b) and 13d-2(d). Statements
filed pursuant to Rule 13d-1(d) shall be filed not later than
February 14 following the calendar year covered by the statement
pursuant to Rules 13d-1(d) and 13d-2(b).
B. Information contained in a form which is required to be filed by
rules under Section 13(f) for the same calendar year as that covered
by a statement on this schedule may be incorporated by reference in
response to any of the items of this schedule. If such information
is incorporated by reference in this schedule, copies of the
relevant pages of such form shall be filed as an exhibit to this
schedule.
C. The item numbers and captions of the items shall be included but the
text of the items is to be omitted. The answers to the items shall
be so prepared as to indicate clearly the coverage of the items
without referring to the text of the items. Answer every item. If an
item is inapplicable or the answer is in the negative, so state.
Item 1.
Item 1(a) Name of issuer:
Item 1(b) Address of issuer's principal executive offices:
Item 2.
2(a) Name of person filing:
2(b) Address or principal business office or, if none, residence:
2(c) Citizenship:
2(d) Title of class of securities:
2(e) CUSIP No.:
Item 3.
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c),
check whether the person filing is a:
a. [ ] Broker or dealer registered under Section 15 of the Act;
b. [ ] Bank as defined in Section 3(a)(6) of the Act;
c. [ ] Insurance company as defined in Section 3(a)(19) of the Act;
d. [ ] Investment company registered under Section 8 of the Investment
Company Act of 1940;
e. [ ] An investment adviser in accordance with Rule 13d-
1(b)(1)(ii)(E);
f. [ ] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
g. [ ] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
h. [ ] A savings associations 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;
j. [ ] A non-U.S. institution in accordance with Rule 240.13d-
1(b)(1)(ii)(J);
k. [ ] Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing
as a non-U.S. institution in accordance with Rule 240.13d-
1(b)(1)(ii)(J), please specify the type of institution: ____
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.
a. Amount beneficially owned:
b. Percent of class
c. Number of shares as to which such person has:
i. Sole power to vote or to direct the vote
ii. Shared power to vote or to direct the vote
iii. Sole power to dispose or to direct the disposition of
iv. Shared power to dispose or to direct the disposition of
Instruction. For computations regarding securities which
represent a right to acquire an underlying security see Rule
13d-3(d)(1).
Item 5.
Ownership of 5 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 5 percent of the class of securities,
check the following [ ].
Instruction. Dissolution of a group requires a response to this item.
Item 6. Ownership of More than 5 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 5 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.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company or control person has filed this schedule pursuant
to Rule 13d-1(b)(1)(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 or control person has filed this schedule pursuant
to Rule 13d-1(c) or Rule 13d-1(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 Rule 13d-1(b)(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 Rule 13d-1(c) or Rule 13d-1(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. Certifications
a. The following certification shall be included if the statement is
filed pursuant to Rule 13d-1(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.
b. The following certification shall be included if the statement is
filed pursuant to Rule 240.13d-1(b)(1)(ii)(J), or if the statement
is filed pursuant to Rule 240.13d-1(b)(1)(ii)(K) and a member of the
group is a non-U.S. institution eligible to file pursuant to Rule
240.13d-1(b)(1)(ii)(J):
By signing below I certify that, to the best of my knowledge and
belief, the foreign regulatory scheme applicable to [insert
particular category of institutional investor] is substantially
comparable to the regulatory scheme applicable to the functionally
equivalent U.S. institution(s). I also undertake to furnish to the
Commission staff, upon request, information that would otherwise be
disclosed in a Schedule 13D.
c. The following certification shall be included if the statement is
filed pursuant to Rule 13d-1(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.
Dated
Signature
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 Rule 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).
Regulatory History