Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
May 03 2021 - 05:26PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO SECTION 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: May, 2021
Commission File Number: 001-37959
trivago N.V.
(Exact Name of Registrant as Specified in Its Charter)
Kesselstraße 5 - 7
40221 Düsseldorf
Federal Republic of Germany
+49 211 54065110
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file
annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form
40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule
101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule
101(b)(7): ☐
EXPLANATORY NOTE
On May 3, 2021, trivago N.V. (the “Company”) entered into an equity
distribution agreement (the “Distribution Agreement”) with Morgan
Stanley & Co. LLC (“Morgan Stanley”) pursuant to which the
Company may issue, offer and sell American Depositary Shares
(“ADSs”), representing its Class A shares, having an aggregate sale
price of up to $75,000,000, over a period of time and from time to
time through Morgan Stanley as the Company’s sales agent. The ADSs
will be offered by means of ordinary brokers’ transactions through
the facilities of the NASDAQ Global Select Market, or otherwise at
market prices prevailing at the time of sale, at prices related to
prevailing market prices or at negotiated prices, by privately
negotiated transactions (including block sales), or by any other
methods permitted by applicable law, as agreed between the Company
and its sales agent, Morgan Stanley. Morgan Stanley is not required
to sell any specific dollar amount of ADSs but will use its
commercially reasonable efforts, as the Company’s agent and subject
to the terms of the Distribution Agreement, to sell the ADSs
offered as the Company instructs. Any ADSs that may be sold
pursuant to the Distribution Agreement will be issued pursuant to
the Company’s shelf registration statement on Form F-3 (File No.
333-255378), as supplemented by the prospectus supplement dated May
3, 2021 relating to the sale of the ADSs.
A copy of the Distribution Agreement is attached as Exhibit 1.1.
The foregoing description of the Distribution Agreement does not
purport to be complete and is qualified in its entirety by
reference to such exhibit.
INCORPORATION BY
REFERENCE
Exhibits 1.1 and 5.1 to this Report on Form 6-K shall be deemed to
be incorporated by reference into the registration statements on
Form F-3 (Registration Number 333-255378) and Form S-8
(Registration Number 333-215164) of trivago N.V. and to be a part
thereof from the date on which this report is filed, to the extent
not superseded by documents or reports subsequently filed or
furnished.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly
authorized.
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trivago N.V.
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Date: May 3, 2021 |
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By: |
/s/ Matthias Tillmann |
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Matthias
Tillmann |
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(Chief
Financial Officer) |
EXHIBIT INDEX
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Exhibit
No. |
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Description |
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1.1 |
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5.1 |
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23.1 |
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