Sec Form 13G Filing - PAR INVESTMENT PARTNERS LP filing for trivago N.V. (TRVG) - 2024-11-14

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)

Class A Shares, Nominal value of £0.06 per share

(Title of Class of Securities)

89686D105

(for American Depository Shares, each representing 1/5 of a Class A Share)

(CUSIP Number)

September 30, 2024

(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 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).

Item 1(a) Name of issuer.

trivago N.V.

Item 1(b) Address of issuer’s principal executive offices.

Kesselstraße 5 - 7

40221 Düsseldorf

Federal Republic of Germany

Item 2(a) Name of person filing.

PAR Investment Partners, L.P.

PAR Group II, L.P.

PAR Capital Management, Inc.

Item 2(b) Address or principal business office or, if none, residence.

PAR Capital Management, Inc.

200 Clarendon Street, FL 48

Boston, MA 02116

Item 2(c) Citizenship.

State of Delaware

Item 2(d) Title of class of securities.

American Depositor Share (ADS) representing 1/5 of a Class A Share, nominal Value €0.06 per Share

Item 2(e) CUSIP No.

89686D105

The reporting persons are filing this Schedule 13G to reflect the fact that under Rule 13d-1(h) they are eligible to file a Schedule 13G pursuant to Rule 13d-1(c).

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:

Not applicable

Item 4. Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a) Amount Beneficially Owned:

Each reporting person: 2,928,130

(b) Percent of Class:

Each reporting person: 13.2%

(c) (1) Number of shares as to which each reporting person has:

(i) sole power to vote or to direct the vote 2,928,130

(ii) shared power to vote or to direct the vote 0

(iii) sole power to dispose or to direct the disposition of 2,928,130

(iv) shared power to dispose or to direct the disposition of 0

Item 5. Ownership of 5 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 5 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 or Control Person.

The sole general partner of PAR Investment Partners, L.P. is PAR Group II, L.P. The sole general partner of PAR Group II, L.P., is PAR Capital Management, Inc. Each of PAR Group II, L.P. and PAR Capital Management, Inc. may be deemed to be the beneficial owner of all shares held directly by PAR Investment Partners, L.P.

Item 8. Identification and Classification of Members of the Group.

Not applicable

Item 9. Notice of Dissolution of Group.

Not applicable

Item 10. Certification.

By signing below I certify that, to the best of my 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 pa rticipant in any transaction having that purpose or effect.

SIGNATURE

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