NOMD Nomad Foods Limited

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

 

 

NOMAD FOODS LIMITED

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

G6564A105

(CUSIP Number)

September 7, 2017

(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).

 

 

 

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1.		Name of Reporting Persons   Pershing Square Capital Management, L.P.
2.		Check the Appropriate Box if a Member of a Group ( See Instructions)   (A)  ☐        (B)  ☐
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:   0
				6.		Shared Voting Power:   0
				7.		Sole Dispositive Power:   0
				8.		Shared Dispositive Power:   0
9.		Aggregate Amount Beneficially Owned by Each Reporting Person   0
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares ( See Instructions)   ☐
11.		Percent of Class Represented by Amount in Row 9   0%
12.		Type of Reporting Person   IA

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1.		Name of Reporting Persons   PS Management GP, LLC
2.		Check the Appropriate Box if a Member of a Group ( See Instructions)   (A)  ☐        (B)  ☐
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:   0
				6.		Shared Voting Power:   0
				7.		Sole Dispositive Power:   0
				8.		Shared Dispositive Power:   0
9.		Aggregate Amount Beneficially Owned by Each Reporting Person   0
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares ( See Instructions)   ☐
11.		Percent of Class Represented by Amount in Row 9   0%
12.		Type of Reporting Person   OO

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1.		Name of Reporting Persons   William A. Ackman
2.		Check the Appropriate Box if a Member of a Group ( See Instructions)   (A)  ☐        (B)  ☐
3.		SEC Use Only
4.		Citizenship or Place of Organization   U.S.A
Number of Shares Beneficially Owned by Each Reporting Person With				5.		Sole Voting Power:   0
				6.		Shared Voting Power:   0
				7.		Sole Dispositive Power:   0
				8.		Shared Dispositive Power:   0
9.		Aggregate Amount Beneficially Owned by Each Reporting Person   0
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares ( See Instructions)   ☐
11.		Percent of Class Represented by Amount in Row 9   0%
12.		Type of Reporting Person   IN

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Item 1 (a).

Name of Issuer:

The name of the issuer is Nomad Foods Limited, a company incorporated with limited liability under the laws of the British Virgin Islands (the “ Issuer ”).

 

(b).

Address of Issuer’s Principal Executive Offices:

No. 1 New Square

Bedfont Lakes Business Park

Feltham, Middlesex TW14 8HA

 

Item 2 (a).

Name of Person Filing:

This statement is filed by:

(i) Pershing Square Capital Management, L.P., a Delaware limited partnership (“ Pershing Square ”), which advises the accounts of Pershing Square, L.P., a Delaware limited partnership (“ PS ”), Pershing Square II, L.P., a Delaware limited partnership (“ PS II ”), Pershing Square Holdings, Ltd., a limited liability company incorporated in Guernsey (“ PSH ”), and Pershing Square International, Ltd., a Cayman Islands exempted company (“ PS International ” and collectively with PS, PS II and PSH, the “ Pershing Square Funds ”);

(ii) PS Management GP, LLC, a Delaware limited liability company (“ PS Management ”), which serves as the general partner of Pershing Square; and

(iii) William A. Ackman, a citizen of the United States of America, who is the Chief Executive Officer of Pershing Square and the managing member of PS Management.

The foregoing persons hereinafter sometimes are collectively referred to as the “ Reporting Persons .” The Reporting Persons’ agreement in writing to file this statement on behalf of each of them is attached as Exhibit A to the original Schedule 13G relating to the Ordinary Shares filed by the Reporting Persons on February 12, 2016.

 

(b).

Address of Principal Business Office or, if None, Residence:

The address of the principal business office of each of the Reporting Persons is 888 Seventh Avenue, 42 ^nd Floor, New York, New York 10019.

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(c).

Citizenship:

Pershing Square is a limited partnership organized under the laws of the State of Delaware. PS Management is a limited liability company organized under the laws of the State of Delaware. Mr. Ackman is a United States citizen.

 

(d).

Title of Class of Securities:

Ordinary shares (“ Ordinary Shares ”).

 

(e).

CUSIP Number:

G6564A105.

 

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 (15 U.S.C. 78o);
		(b)		☐		Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
		(c)		☐		Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
		(d)		☐		Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
		(e)		☐		An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
		(f)		☐		An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
		(g)		☐		A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
		(h)		☐		A savings association 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 (15 U.S.C. 80a-3);
		(j)		☐		A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
		(k)		☐		Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution.

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Item 4.

Ownership.

(a) Amount beneficially owned: None

(b) Percent of Class: 0%

(c) Number of shares as to which such person has:

(i) Sole power to vote or to direct the vote: None

(ii) Shared power to vote or to direct the vote: None

(iii) Sole power to dispose or to direct the disposition of: None

(iv) Shared power to dispose or to direct the disposition of: None

 

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 5 percent of the class of securities, check the following ☒.

 

Item 6.

Ownership of More Than Five Percent on Behalf of Another Person.

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

 

Item 9.

Notice of Dissolution of Group.

Not applicable.

 

Item 10.

Certification.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

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Signatures

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: September 12, 2017