Amended Statement of Beneficial Ownership (sc 13d/a)
May 25 2021 - 04:06PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
trivago N.V.
(Name of Issuer)
Class A Shares, nominal value of €0.06 per
share
(Title of Class of Securities)
89686D105 (for American Depositary Shares, each
representing one Class A Share)
(CUSIP Number)
PAR Investment Partners, L.P.
200 Clarendon Street, 48th Floor
Boston, MA 02116
Attn: Steven M. Smith
(617) 526-8990
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 21, 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.
* |
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.
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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).
CUSIP No. 89686D105
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1. |
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Names of Reporting Persons.
PAR Investment Partners, L.P.
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2. |
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Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) (b)
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3. |
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SEC Use Only
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4. |
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Source of Funds (See Instructions)
WC
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5. |
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Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e)
☐
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6. |
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7. |
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Sole Voting Power
19,318,683
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8. |
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Shared Voting Power
0
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9. |
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Sole Dispositive Power
19,318,683
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10. |
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Shared Dispositive Power
0
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11. |
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Aggregate Amount Beneficially Owned by Each Reporting
Person
19,318,683
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12. |
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Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
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13. |
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Percent of Class Represented by Amount in Row (11)
29.8% (1)
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14. |
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Type of Reporting Person (See Instructions)
PN
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(1) |
The percent of class was calculated based on
64,746,247 Class A Shares issued and outstanding as of
March 31, 2021, as disclosed in the Issuer’s Prospectus
Supplement on Form 424B5 filed with the Securities and Exchange
Commission on May 3, 2021.
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CUSIP No. 89686D105
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1. |
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Names of Reporting Persons.
PAR Group II, L.P.
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2. |
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Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) (b)
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3. |
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SEC Use Only
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4. |
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Source of Funds (See Instructions)
AF
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5. |
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Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e)
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6. |
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7. |
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Sole Voting Power
19,318,683
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8. |
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Shared Voting Power
0
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9. |
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Sole Dispositive Power
19,318,683
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10. |
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Shared Dispositive Power
0
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11. |
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Aggregate Amount Beneficially Owned by Each Reporting
Person
19,318,683
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12. |
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Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
☐
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13. |
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Percent of Class Represented by Amount in Row (11)
29.8%
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14. |
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Type of Reporting Person (See Instructions)
PN
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CUSIP No. 89686D105
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1. |
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Names of Reporting Persons.
PAR Capital Management, Inc.
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2. |
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Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) (b)
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3. |
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SEC Use Only
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4. |
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Source of Funds (See Instructions)
AF
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5. |
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Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e)
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6. |
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7. |
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Sole Voting Power
19,318,683
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8. |
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Shared Voting Power
0
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9. |
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Sole Dispositive Power
19,318,683
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10. |
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Shared Dispositive Power
0
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11. |
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Aggregate Amount Beneficially Owned by Each Reporting
Person
19,318,683
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12. |
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Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
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13. |
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Percent of Class Represented by Amount in Row (11)
29.8%
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14. |
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Type of Reporting Person (See Instructions)
CO
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Introduction
This Amendment No. 9 to Schedule 13D amends Amendment No. 8 to
Schedule 13D filed on May 14, 2021, which amended Amendment
No. 7 to Schedule 13D filed on April 14, 2021, which amended
Amendment No. 6 to Schedule 13D filed on March 26, 2021,
which amended Amendment No. 5 to Schedule 13D filed on
February 26, 2021, which amended Amendment No. 4 to Schedule 13D
filed on February 10, 2021, which amended, Amendment No. 3 to
Schedule 13D filed on February 1, 2021, which amended
Amendment No. 2 to Schedule 13D filed on January 29, 2021,
which amended Amendment No. 1 to Schedule 13 filed on June 13,
2019, which amended the Statement on Schedule 13D filed on
September 18, 2018 (the “Schedule 13D”), and is being filed
by PAR Investment Partners, L.P., a Delaware limited partnership
(“PAR Investment Partners”), PAR Group II, L.P., a Delaware
limited partnership (“PAR Group”), and PAR Capital
Management, Inc., a Delaware corporation (“PAR Capital
Management” and, together with PAR Investment Partners and PAR
Group, the “Reporting Persons”), and relates to the
Class A Shares, nominal value of €0.06 per share (the
“Class A Shares”) of trivago N.V. (the
“Issuer”). The Class A Shares reported herein are
represented by an equal number of American Depositary Shares
(“ADSs”) that are held directly by PAR Investment Partners,
L.P.
Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Schedule 13D. The Schedule 13D is
amended on a supplementary basis as follows; all items or responses
not described herein, or exhibits not filed herewith, remain as
previously reported in, or filed with, the Schedule 13D, as
amended.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
(a)-(b) As of May 14, 2021, each of (i) PAR Investment Partners,
(ii) PAR Group, through its control of PAR Investment Partners as
general partner, and (iii) PAR Capital Management, through is
control of PAR Group as general partner, may be deemed to
beneficially own 19,318,683 Class A Shares, representing
approximately 29.8% (determined in accordance with Rule 13d-3 under
the Act) of the outstanding Class A Shares.
The percentage of Class A Shares beneficially owned as set forth
above is based on 64,746,247 Class A Shares issued and outstanding
as of March 31, 2021, as disclosed in the Issuer’s Prospectus
Supplement on Form 424B5 filed with the Securities and Exchange
Commission on May 3, 2021.
(c) Other than as described in Item 4 of this report, and those
described in the attached Annex I, there were no
transactions by the Reporting Persons relating to the Class A
Shares effected during the past sixty days.
Except as otherwise set forth in this report, there are no
contracts, arrangements, understandings or relationships among the
persons named in Item 2 or between such persons and any other
person with respect to any securities of the Issuer.
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.
May 25, 2021
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PAR INVESTMENT PARTNERS,
L.P. |
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By: |
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PAR Group II, L.P., its General Partner |
By: |
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PAR Capital Management, Inc., its General
Partner |
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By: |
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/s/ Steven M. Smith
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Name: Steven M. Smith |
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Title: Chief Operating Officer and General
Counsel |
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PAR GROUP II, L.P. |
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By: |
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PAR Capital Management, Inc., its General
Partner |
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By: |
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/s/ Steven M. Smith
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Name: Steven M. Smith |
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Title: Chief Operating Officer and General
Counsel |
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PAR CAPITAL MANAGEMENT,
INC. |
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By: |
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/s/ Steven M. Smith
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Name: Steven M. Smith |
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Title: Chief Operating Officer and General
Counsel |
Annex I
Information With Respect to Transactions of Class
A Shares during the Past 60 Days
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Date
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Transaction |
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Shares |
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Price/Share ($)* |
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03/23/2021 (put option)
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Short Sale |
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1,190 |
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$ |
1.28 |
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03/24/2021 (put option)
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Short Sale |
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2,361 |
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$ |
1.28 |
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03/25/2021 (put option)
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Short Sale |
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1,471 |
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$ |
1.38 |
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4/6/2021 (put option)
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Short Sale |
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2,500 |
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$ |
1.08 |
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4/7/2021 (put option)
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Short Sale |
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1,367 |
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$ |
1.09 |
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4/8/2021 (put option)
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Short Sale |
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638 |
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$ |
1.13 |
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4/9/2021 (put option)
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Short Sale |
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645 |
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$ |
1.15 |
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4/12/2021 (put option)
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Short Sale |
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1,100 |
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$ |
1.26 |
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4/14/2021 (put option)
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Short Sale |
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31 |
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1.34 |
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5/4/2021
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Buy |
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118,851 |
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3.33 |
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5/6/2021
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Buy |
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75,357 |
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3.41 |
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5/11/2021
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Buy |
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176,637 |
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3.38 |
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5/12/2021
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Buy |
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405,588 |
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3.38 |
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5/13/2021
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Buy |
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187,910 |
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3.39 |
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5/19/2021 (put option)
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Cover Short |
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517 |
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1.08 |
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5/20/2021 (put option)
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Cover Short |
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350 |
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1.08 |
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5/21/2021 (put option)
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Cover Short |
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10,436 |
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1.22 |
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* |
Average price of various transactions.
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