Amended Statement of Beneficial Ownership (sc 13d/a)
July 27 2021 - 09:01AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 2)1
Ordinary Shares, par value $0.0001 per share
(Name
of Issuer)
G98338109
(Title of Class of Securities)
TIMOTHY J. MAGUIRE
5625 East Nauni Valley Drive
Paradise Valley, Arizona 85253
(610) 517-6058
(CUSIP Number)
STEVE
WOLOSKY, ESQ.
OLSHAN
FROME WOLOSKY LLP
1325
Avenue of the Americas
New
York, New York 10019
(212)
451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
July 27, 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.
1
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 (“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).
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1
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NAME OF REPORTING PERSON
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THE 2020 TIMOTHY J. MAGUIRE INVESTMENT TRUST
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(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
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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UNITED STATES
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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4,525,357
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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-0-
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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4,525,357
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10
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SHARED DISPOSITIVE POWER
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-0-
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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4,525,357
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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7.4%
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14
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TYPE OF REPORTING PERSON
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OO
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1
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NAME OF REPORTING PERSON
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CHRISTOPHER J. MAGUIRE
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(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
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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UNITED STATES
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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-0-
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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4,525,357
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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|
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-0-
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10
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SHARED DISPOSITIVE POWER
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-0-
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|
|
|
|
|
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4,525,357
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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7.4%
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14
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TYPE OF REPORTING PERSON
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IN
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1
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NAME OF REPORTING PERSON
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MEGAN MAGUIRE NICOLETTI
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(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
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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UNITED STATES
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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-0-
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OWNED BY
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8
|
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SHARED VOTING POWER
|
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EACH
|
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|
|
|
|
REPORTING
|
|
|
|
|
4,525,357
|
|
PERSON WITH
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9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
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-0-
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10
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SHARED DISPOSITIVE POWER
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-0-
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
4,525,357
|
|
|
12
|
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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7.4%
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14
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TYPE OF REPORTING PERSON
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IN
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1
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NAME OF REPORTING PERSON
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TIMOTHY J. MAGUIRE
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
|
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(b) ☐
|
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|
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|
3
|
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF
|
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|
5
|
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
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|
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
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UNITED STATES
|
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NUMBER OF
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7
|
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
|
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-0-
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OWNED BY
|
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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-0-
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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4,525,357
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10
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SHARED DISPOSITIVE POWER
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-0-
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|
|
|
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|
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4,525,357
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|
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
|
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|
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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7.4%
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14
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TYPE OF REPORTING PERSON
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IN
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The following constitutes
Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule
13D as specifically set forth herein.
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Item 4.
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Purpose of the Transaction.
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Item 4 is hereby amended
to add the following:
On July 27, 2021, the Reporting
Persons issued an open letter to the Issuer’s shareholders reiterating their belief that the Issuer is well positioned to benefit
from the post-COVID travel recovery and detailing certain revenue and margin growth opportunities apparently overlooked by the Issuer’s
management and Board of Directors (the “Board”) that could drive the Issuer’s stock to $6.00 per Share on $100 million
in sales in 2022, assuming a conservative a 3x price to sales multiple. The letter also expressed the Reporting Persons’ serious
concerns with the disappointing shareholder returns of the Issuer to date, which they attributed to a number of reasons including: (i)
the need for an overhaul of the Issuer’s extremely shareholder-unfriendly corporate governance profile and a lack of transparency
in its executive compensation packages, (ii) its subpar operational performance to date, (iii) questionable decision-making behind the
failed merger with Ebix, Inc., and lastly, (iv) a lack of operational and industry experience among members of the Board and management,
which may be a contributing factor to each of the aforementioned issues. The letter concluded with the Reporting Persons’ outline
of a series of actions readily within the control of the Issuer’s senior management and Board to address these issues and create
shareholder value, referred to in the letter as the "Yatra 2022 Plan”, as well as the Reporting Persons’ call for the
Issuer’s unaffiliated shareholders to unite their voices in demanding the Issuer’s Chief Executive Officer Dhruv Shringi and
the other members of the Board immediately announce a date for the Issuer’s 2021 annual general meeting of shareholders and enact
the three key precepts of the Yatra 2022 Plan outlined in the letter. A copy of the letter is attached hereto as Exhibit 99.1 and is incorporated
by reference herein.
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Item 7.
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Material to be Filed as Exhibits.
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Item 7 is hereby amended
to add the following exhibit:
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99.1
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Letter to Shareholders, dated July 27, 2021.
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SIGNATURES
After reasonable inquiry
and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: July 27, 2021
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/s/ Timothy J. Maguire
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TIMOTHY J. MAGUIRE
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Individually and as attorney-in-fact for Christopher J. Maguire and Megan Maguire Nicoletti
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THE 2020 TIMOTHY J. MAGUIRE INVESTMENT TRUST
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By:
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/s/ Timothy J. Maguire
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Name:
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Timothy J. Maguire
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Title:
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Investment Manager
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