DOLE Dole plc

The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.

Item 3 is hereby amended and restated to read as follows:

The Shares purchased by PFC SICAV were purchased with working capital in private transactions pursuant to the Share Transfer Agreements (as defined in Amendment No. 2 to the Schedule 13D). The aggregate purchase price of the 7,363,052 Shares beneficially owned by PFC SICAV is approximately $76,207,588.

Items 5(a) - (c) are hereby amended and restated to read as follows:

(a)       The aggregate percentage of Shares reported owned by each person named herein is based upon 94,899,000 Shares outstanding as of September 30, 2022, which is the total number of Shares outstanding as reported in Exhibit 99.1 to the Issuer’s Form 6-K filed with the Securities and Exchange Commission on November 17, 2022.

As of the date hereof, PFC SICAV directly beneficially owned 7,363,052 Shares, constituting approximately 7.8% of the Shares outstanding. Pale Fire Capital, as the controlling person and sole shareholder of PFC SICAV, may be deemed to beneficially own the 7,363,052 Shares beneficially owned directly by PFC SICAV, constituting approximately 7.8% of the Shares outstanding. Mr. Senkypl, as a control person and Chairman of the board of Pale Fire Capital, may be deemed to beneficially own the 7,363,052 Shares beneficially owned directly by PFC SICAV, constituting approximately 7.8% of the Shares outstanding. Mr. Barta, as a control person and Chairman of the supervisory board of Pale Fire Capital, may be deemed to beneficially own the 7,363,052 Shares beneficially owned directly by PFC SICAV, constituting approximately 7.8% of the Shares outstanding.

The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.

(b)       By virtue of their respective positions with PFC SICAV, each of PFC SICAV, Pale Fire Capital and Messrs. Senkypl and Barta may be deemed to have shared power to vote and dispose of the Shares beneficially owned directly by PFC SICAV.

(c)       Other than in connection with the Share Transfer Agreements, no Reporting Person has entered into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D. Pursuant to the Share Transfer Agreements, which closed on December 22, 2022, Mr. Senkypl sold 1,750,000 Shares to PFC SICAV and Mr. Barta sold 5,613,052 Shares to PFC SICAV, each at a price of $10.35 per Share.

SIGNATURES

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

Dated: December 27, 2022