Amended Statement of Beneficial Ownership (sc 13d/a)
May 27 2021 - 08:57AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
|
|
|
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
trivago N.V.
(Name of Issuer)
Class A shares, nominal value of €0.06 per share
(Title of Class of Securities)
89686D 105 (for American Depositary Shares, each representing one
Class A Share)
(CUSIP Number)
Rolf Schrömgens
Kesselstrasse 5-7
40221 Düsseldorf
Federal Republic of Germany
+49-211-3876841302
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
May 26, 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 which is subject of this
Schedule 13D, and is filing this statement 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 Rule 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. |
|
|
|
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 (the “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 13D/A
Page 2 of 4 Pages
|
|
|
|
|
|
|
|
|
|
|
|
CUSIP No.: 89686D 105 (for
American Depositary Shares, each representing one Class A
Share)
|
1.
|
Name of Reporting Person:
Rolf Schrömgens
|
2.
|
Check the Appropriate Box if a Member of Group (See
Instructions):
(a) ☐ (b) ☐
|
3. |
SEC Use Only: |
4. |
Source of Funds:
PF
|
5. |
Check if Disclosure of Legal Proceedings is Required Pursuant
to
Items
2(d)
or
2(e): ☐
|
6.
|
Citizenship or Place of Organization:
Federal Republic of Germany
|
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person With:
|
7. |
Sole Voting Power:
58,221,012
(1)
|
8. |
Shared Voting Power:
0
|
9. |
Sole Dispositive Power:
58,221,012
(1)
|
10. |
Shared Dispositive Power:
0
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting
Person:
58,221,012
(1)
|
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain
Shares: ☐
|
13. |
Percent of Class Represented By Amount In Row (11):
16.3%
(1) (2)
|
14. |
Type of Reporting Person:
IN
|
(1) Pursuant to the articles of association
of the Issuer, each Class B share is convertible into one Class A
share of the Issuer at any time by the holder thereof, while Class
A shares are not convertible into Class B shares under any
circumstances. Class A shares are entitled to one vote per share
and Class B shares are entitled to ten votes per
share.
(2) Based upon the total of 356,809,214 of
the Issuer’s Class A and Class B shares outstanding as of March 31,
2021.
Schedule 13D/A
Page 3 of 4 Pages
This Amendment No. 1 hereby amends and supplements the Schedule 13D
filed with the Securities and Exchange Commission on September 7,
2017, relating to the Class A shares of trivago N.V. (the
“Issuer”). Capitalized terms used but not defined herein shall have
the respective meanings set forth in the Schedule 13D. Except
as amended or supplemented hereby, the information set forth in the
Schedule 13D remains unchanged.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby supplemented with the
following information:
On May 26, 2021, the Reporting Person announced an intention to
transfer up to 17,650,000 Class A shares to his former spouse in
connection with the settlement of divorce proceedings. The
Reporting Person would not retain voting or dispositive power over
such shares after transfer. The Reporting Person further announced
an intention to sell up to 8,000,000 Class A shares from time to
time, the net proceeds of which would be used to pay associated tax
liabilities to be incurred in connection with such divorce
proceedings. Such sales may be effected in open market
transactions, block trades or privately negotiated
transactions.
Item 5. Interest in Securities of the Issuer
Item 5(a) of the Schedule 13D is hereby amended to
read:
(a) The Reporting Person may be deemed to beneficially
own 58,221,012 Class A shares of the Issuer, representing 16.3% of
the Issuer's outstanding Class A and Class B shares, based on
356,809,214 Class A and Class B shares of the Issuer outstanding as
of March 31, 2021. As of the date of this report, the Reporting
Person holds 3,500,000 Class A shares, 54,097,012 Class B shares
and options to acquire 400,000 Class A shares at an exercise price
of $12.14 per share and 224,000 Class A shares at an exercise price
of $7.17 per share that are all immediately
exercisable.
Schedule 13D/A
Page 4 of 4 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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dated: May 26, 2021
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Rolf Schrömgens
|
|
|
|
|
Rolf Schrömgens |
trivago NV (NASDAQ:TRVG)
Historical Stock Chart
From Apr 2022 to May 2022
trivago NV (NASDAQ:TRVG)
Historical Stock Chart
From May 2021 to May 2022