UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

SCHEDULE 13G

 

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

 

Maximus, Inc.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

577933104

(CUSIP Number)

March 5, 2007

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

x

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).

 (Continued on following page(s))

Page 1 of 8 Pages

 

 



CUSIP No. 577933104                                                          13G                                                                    Page 2 of 8 Pages

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)

Sheffield Partners, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

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
269,673

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
269,673

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

269,673

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

o

 

 

11.

Percent of Class Represented by Amount in Row (9)

1.2%

 

 

12.

Type of Reporting Person (See Instructions)

PN

 



CUSIP No.577933104                                                                     13G                                                           Page 3 of 8 Pages 

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)

Sheffield Institutional Partners, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

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
520,445

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
520,445

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

520,445

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

o

 

 

11.

Percent of Class Represented by Amount in Row (9)

2.4%

 

 

12.

Type of Reporting Person (See Instructions)

PN

 



CUSIP No.577933104b                                                             13G                                                                  Page 4 of 8 Pages 

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)

Sheffield International Partners, Ltd

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization

Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
401,582

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
401,582

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

401,582

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

o

 

 

11.

Percent of Class Represented by Amount in Row (9)

1.8%

 

 

12.

Type of Reporting Person (See Instructions)

CO

 



CUSIP No.577933104                                                                   13G                                                            Pages 5 of 8 Pages 

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)

Sheffield Asset Management, L.L.C.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

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
1,191,700

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
1,191,700

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,191,700

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

o

 

 

11.

Percent of Class Represented by Amount in Row (9)

5.5%

 

 

12.

Type of Reporting Person (See Instructions)

OO

 



CUSIP No.  577933104                                                             13G                                                                 Page 6 of 8 Pages

 

Item 1.

 

(a)

Name of Issuer

Maximus, Inc.

 

(b)

Address of Issuer’s Principal Executive Offices

11419 Sunset Hills Road

Reston, Virginia 20190

Item 2.

 

(a)

Name of Person Filing

This statement is being filed by Sheffield Partners, L.P. (“SPLP”), Sheffield Institutional Partners, L.P. (“SIPLP”), Sheffield International Partners, Ltd. (“SIPLTD”) and Sheffield Asset Management, L.L.C. (“SAM” and together with SPLP, SIPLP and SIPLTD, the “Reporting Persons”).  The members of SAM are Brian J. Feltzin and Craig C. Albert.

 

 

(b)

Address of Principal Business Office or, if none, Residence

900 North Michigan Avenue, Suite 1100

Chicago, Illinois  60611

 

 

(c)

Citizenship

 

 

 

SPLP          Delaware

SIPLP         Delaware

SIPLTD      Cayman Islands

SAM           Delaware

 

 

(d)

Title of Class of Securities

Common Stock, no par value

 

(e)

CUSIP Number

577933104

 

Item 3.

Not Applicable; the Reporting Persons are filing this Schedule 13G pursuant to Rule 13d-1(c).

 

 

Item 4.

Ownership

The information in items 1 and 5 through 11 on the cover pages (pp. 2 - 5) of this Schedule 13G is hereby incorporated by reference.

 



CUSIP No.  577933104                                                              13G                                                          Page 7 of 8 Pages

 

 

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 5% of the class of securities, check the following  o:

 

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 or Control Person

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

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.

 

 



CUSIP No. 577933104                                                             13G                                                                   Page 8 of 8 Pages

 

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.

Date:  March 15, 2007

Sheffield Partners, L.P.

 

By:  Sheffield Asset Management, L.L.C

.

Its:  General Partner

 

 

 

 

By:

/s/ Amy Rosenow

 

 

Amy Rosenow, Chief Operating Officer

 

 

Sheffield Institutional Partners, L.P.

By:   Sheffield Asset Management, L.L.C.

 

Its:   General Partner

 

 

 

 

By

/s/ Amy Rosenow

 

 

Amy Rosenow, Chief Operating Officer

 

 

Sheffield International Partners, Ltd.

By:   Sheffield Asset Management, L.L.C.

 

Its:   Investment Advisor

 

 

 

 

By:

/s/ Amy Rosenow

 

 

Amy Rosenow, Chief Operating Officer

 

 

 

Sheffield Asset Management, L.L.C.

 

 

 

 

By:  

/s/ Amy Rosenow

 

 

Amy Rosenow, Chief Operating Officer