Sec Form 13D Filing - ACCOR filing for H WORLD GROUP LIMITED AMERICAN (HTHT) - 2021-02-19

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

Huazhu Group Limited

(Name of Issuer)

Ordinary Shares, $.0001 par value; ADSs, representing 1 ordinary shares per ADS

(Title of Class of Securities)

G2118 103; 16949N109

(CUSIP Number)

Besma Boumaza

Group General Counsel

Accor SA

82, rue Henri Farman

CS20077

92445 Issy-les-Moulineaux

France

+33 (14) 538 8668

Copies to:

Toni York

Senior Vice President Corporate Finance

AAPC Singapore Pte Ltd

1 Wallich Street, #17-01

Guoco Tower

Singapore 078881

+65 6408 8888

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

February 16, 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.

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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Schedule 13D

This Amendment No. 3 (this “Amendment”) amends the Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC”) on February 8, 2016, as amended by the Schedule 13D/A filed with the SEC on March 8, 2018 and as further amended by the Schedule 13D/A filed with the SEC on December 9, 2019 (as amended, the “Schedule 13D”), with respect to ordinary shares, par value $0.0001 per share, and ADSs, representing one ordinary share per ADS of Huazhu Group Limited, a company with limited liability incorporated under the laws of the Cayman Islands (the “Company”). Capitalized terms used, but not defined herein, have the meanings ascribed to them in the Schedule 13D.

No modification.

No modification.

No modification.

This Amendment amends Item 4 of the Schedule 13D to include the following after the final paragraph thereof:

On February 16, 2021, AAPC sold 4,980,000 ADSs of the Company in an on the market transaction at a price of $58.07 per share for total proceeds of approximately $289.2 million.

This Amendment amends Item 5 of the Schedule 13D to include the following after the final paragraph thereof:

As a result of additional issuances of ordinary shares by the Company to persons other than the Reporting Persons and the transaction described herein, the Reporting Persons ceased to be beneficial owners of more than five percent of the ordinary shares of the Company. Accordingly, this Amendment represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons.

No modification.

No modification.

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SIGNATURE

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

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Schedule 1

Directors and Executive Officers of Accor and AAPC

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