Amended Statement of Ownership (sc 13g/a)
August 16 2021 - 03:44PM
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
|
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