Amended Statement of Ownership (sc 13g/a)
August 16 2021 - 3:44PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 2)*
Trivago
N.V.
|
(Name of
Issuer)
|
|
Common
Stock, $0.001 Par Value Per Share
|
(Title
of Class of Securities)
|
|
89686D105
|
(CUSIP
Number)
|
|
August
13, 2021
|
(Date of
Event which Requires Filing of this Statement)
|
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
☒
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).
SCHEDULE
13G
1
|
Names
of Reporting Persons
|
ETF
Managers Group LLC
|
2
|
Check
the appropriate box if a member of a Group (see instructions)
|
(a) ☐
(b) ☒ See Item of attached schedule
|
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
|
3,605,421
|
6
|
Shared
Voting Power
|
|
7
|
Sole
Dispositive Power
|
3,605,421
|
8
|
Shared
Dispositive Power
|
|
9
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
3,605,421
|
10
|
Check
box if the aggregate amount in row (9) excludes certain shares (See Instructions)
|
☐
|
11
|
Percent
of class represented by amount in row (9)
|
5.21%
|
12
|
Type
of Reporting Person (See Instructions)
|
IA
|
Item
1.
|
(a)
|
Name
of Issuer: Trivago N.V.
|
|
(b)
|
Address
of Issuer’s Principal Executive Offices: Bennigsen-Platz 1, Duesseldorf, 40474
Germany
|
Item
2.
|
(a)
|
Name
of Person Filing: ETF Managers Group LLC
|
|
(b)
|
Address
of Principal Business Office or, if None, Residence:
|
ETF
Managers Group LLC - 30 Maple Street, Suite 2, Summit, New Jersey 07091
|
(c)
|
Citizenship: ETF
Managers Group LLC – Delaware
|
|
(d)
|
Title
and Class of Securities: Common Stock
|
|
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;
|
|
|
|
|
|
(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:
____
|
|
(a)
|
Amount
Beneficially Owned: 3,605,421
|
|
(b)
|
Percent
of Class: 5.21%
|
|
(c)
|
Number
of shares as to which such person(s) has:
|
|
(i)
|
Sole
power to vote or to direct the vote: 3,605,421
|
|
(ii)
|
Shared
power to vote or to direct the vote:
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of: 3,605,421
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of:
|
|
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 ☐.
|
Item
6.
|
Ownership
of more than Five Percent on Behalf of Another Person.
|
The
ETFMG Prime Travel Tech ETF, a series of the ETF Managers Trust, which is managed on a discretionary basis by ETF Managers Group
LLC, has the right or the power to direct the receipt of dividends, or the proceeds from the sale of Common Stock.
|
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
By
signing below, we certify that, to the best of our 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.
SIGNATURE
After
reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is
true, complete and correct.
Dated: August 16, 2021
/s/
Reshma A. Tanczos
|
|
Name/Title: Reshma A. Tanczos,
Chief Compliance Officer,
ETF Managers Group LLC
|
Page
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