UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 3)¹

Barclays PLC

(Name of Issuer)

Ordinary Shares, nominal value £0.25 per share

(Title of Class of Securities)

06738E204

(CUSIP Number)

EDWARD BRAMSON

STEPHEN WELKER

SHERBORNE INVESTORS MANAGEMENT LP

135 East 57^th Street

New York, New York 10022

(212) 735-1000

STEVE WOLOSKY, ESQ.

KENNETH MANTEL, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

May 5, 2021

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

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 to whom copies are to be sent.

1              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 disclosures provided in a prior cover page.

The information required on 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).

The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.

Item 3 is hereby amended and restated to read as follows:

As set forth in Item 5 below, as of May 7, 2021, the Reporting Persons no longer beneficially own any Shares.

Items 5(a) - (c) and (e) are hereby amended and restated to read as follows:

(a, b) As of the close of business on May 7, 2021, none of the Reporting Persons beneficially owned any Shares.

(c) The transactions in the Shares by the Reporting Persons (including through managed entities) during the past 60 days are set forth on Schedule A attached hereto, which is incorporated herein by reference.

(e) As of May 4, 2021, the Reporting Persons ceased to beneficially own more than 5% of the outstanding Shares.

Item 6 is hereby amended to add the following:

As previously disclosed, Whistle Investors entered into certain derivative transactions and related financing arrangements with unaffiliated third-party financial institutions. Whistle Investors has closed out of these positions and is no longer party to such arrangements.

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: May 7, 2021

SCHEDULE A

Transactions in Securities of the Issuer During the Past 60 Days 

WHISTLE INVESTORS LLC

WHISTLE INVESTORS III LLC

SHERborne investors limited

Sherborne Investors LP ⁽¹⁾

_______________________________

(1) Through managed entities.

(2) Shares disposed of in a privately negotiated transaction.