Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
|
Cazoo Group Ltd
|
|
(Name of Issuer)
|
|
Class A Ordinary Shares, par value $0.20 per share
|
|
(Title of Class of Securities)
|
|
G2007L121
|
|
(Cusip Number)
|
|
Hannah E. Dunn
Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 2100
San Francisco, California 94111
(415) 421-2132
|
|
(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications) |
|
December 6, 2023
|
|
(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 Sections
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 Section 240.13d-7 for other parties to whom copies are to be sent.
* 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).
(Continued on following pages)
Page 1 of 37 Pages
Exhibit Index Found on Page 37
13D
|
CUSIP No. G2007L121
|
|
1
|
NAMES OF REPORTING PERSONS
Farallon Capital Partners, L.P.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The
reporting persons making this filing hold an aggregate of 714,240 Shares (as defined in Item 1), representing 14.6% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the
securities reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
California
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
107,565
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
107,565
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
107,565
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2% 1
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
||
1 This percentage is calculated based on 4,891,002 Shares estimated to be outstanding as of December 6, 2023, after giving effect to each of
the December 2023 Reverse Stock Split (as defined in Item 5) and the issuance of the New Shares, as reported in the Company’s current report on Form 6-K filed with the SEC on December 7, 2023. See Item 5.
Page 2 of 37 Pages
13D
|
CUSIP No. G2007L121
|
|
1
|
NAMES OF REPORTING PERSONS
Farallon Capital Institutional Partners, L.P.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The
reporting persons making this filing hold an aggregate of 714,240 Shares (as defined in Item 1), representing 14.6% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the
securities reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
California
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
139,848
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
139,848
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
139,848
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.9% 1
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
||
1 This percentage is calculated based on 4,891,002 Shares estimated to be outstanding as of December 6, 2023, after giving effect to each of
the December 2023 Reverse Stock Split (as defined in Item 5) and the issuance of the New Shares, as reported in the Company’s current report on Form 6-K filed with the SEC on December 7, 2023. See Item 5.
Page 3 of 37 Pages
13D
|
CUSIP No. G2007L121
|
|
1
|
NAMES OF REPORTING PERSONS
Farallon Capital Institutional Partners II, L.P.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The
reporting persons making this filing hold an aggregate of 714,240 Shares (as defined in Item 1), representing 14.6% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the
securities reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
California
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
32,069
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
32,069
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,069
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7% 1
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
||
1 This percentage is calculated based on 4,891,002 Shares estimated to be outstanding as of December 6, 2023, after giving effect to each of
the December 2023 Reverse Stock Split (as defined in Item 5) and the issuance of the New Shares, as reported in the Company’s current report on Form 6-K filed with the SEC on December 7, 2023. See Item 5.
Page 4 of 37 Pages
13D
|
CUSIP No. G2007L121
|
|
1
|
NAMES OF REPORTING PERSONS
Farallon Capital Institutional Partners III, L.P.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The
reporting persons making this filing hold an aggregate of 714,240 Shares (as defined in Item 1), representing 14.6% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the
securities reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
13,642
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
13,642
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,642
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3% 1
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
||
1 This percentage is calculated based on 4,891,002 Shares estimated to be outstanding as of December 6, 2023, after giving effect to each of
the December 2023 Reverse Stock Split (as defined in Item 5) and the issuance of the New Shares, as reported in the Company’s current report on Form 6-K filed with the SEC on December 7, 2023. See Item 5.
Page 5 of 37 Pages
13D
|
CUSIP No. G2007L121
|
|
1
|
NAMES OF REPORTING PERSONS
Four Crossings Institutional Partners V, L.P.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The
reporting persons making this filing hold an aggregate of 714,240 Shares (as defined in Item 1), representing 14.6% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the
securities reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
23,284
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
23,284
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,284
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5% 1
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
||
1 This percentage is calculated based on 4,891,002 Shares estimated to be outstanding as of December 6, 2023, after giving effect to each of
the December 2023 Reverse Stock Split (as defined in Item 5) and the issuance of the New Shares, as reported in the Company’s current report on Form 6-K filed with the SEC on December 7, 2023. See Item 5.
Page 6 of 37 Pages
13D
|
CUSIP No. G2007L121
|
|
1
|
NAMES OF REPORTING PERSONS
Farallon Capital Offshore Investors II, L.P.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The
reporting persons making this filing hold an aggregate of 714,240 Shares (as defined in Item 1), representing 14.6% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the
securities reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
341,193
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
341,193
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
341,193
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0% 1
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
||
1 This percentage is calculated based on 4,891,002 Shares estimated to be outstanding as of December 6, 2023, after giving effect to each of
the December 2023 Reverse Stock Split (as defined in Item 5) and the issuance of the New Shares, as reported in the Company’s current report on Form 6-K filed with the SEC on December 7, 2023. See Item 5.
Page 7 of 37 Pages
13D
|
CUSIP No. G2007L121
|
|
1
|
NAMES OF REPORTING PERSONS
Farallon Capital (AM) Investors, L.P.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
&
#xA0; (b) [ X ]**
** The
reporting persons making this filing hold an aggregate of 714,240 Shares (as defined in Item 1), representing 14.6% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the
securities reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
14,713
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
14,713
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,713
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3% 1
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
||
1 This percentage is calculated based on 4,891,002 Shares estimated to be outstanding as of December 6, 2023, after giving effect to each of
the December 2023 Reverse Stock Split (as defined in Item 5) and the issuance of the New Shares, as reported in the Company’s current report on Form 6-K filed with the SEC on December 7, 2023. See Item 5.
Page 8 of 37 Pages
13D
|
CUSIP No. G2007L121
|
|
1
|
NAMES OF REPORTING PERSONS
Farallon Capital F5 Master I, L.P.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The
reporting persons making this filing hold an aggregate of 714,240 Shares (as defined in Item 1), representing 14.6% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the
securities reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
41,926
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
41,926
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
41,926
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9% 1
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
||
1 This percentage is calculated based on 4,891,002 Shares estimated to be outstanding as of December 6, 2023, after giving effect to each of
the December 2023 Reverse Stock Split (as defined in Item 5) and the issuance of the New Shares, as reported in the Company’s current report on Form 6-K filed with the SEC on December 7, 2023. See Item 5.
Page 9 of 37 Pages
13D
|
CUSIP No. G2007L121
|
|
1
|
NAMES OF REPORTING PERSONS
Farallon Partners, L.L.C.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The
reporting persons making this filing hold an aggregate of 714,240 Shares (as defined in Item 1), representing 14.6% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the
securities reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
672,314
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
672,314
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
672,314
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.7% 1
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
||
1 This percentage is calculated based on 4,891,002 Shares estimated to be outstanding as of December 6, 2023, after giving effect to each of the December 2023 Reverse Stock Split (as defined in Item
5) and the issuance of the New Shares, as reported in the Company’s current report on Form 6-K filed with the SEC on December 7, 2023. See Item 5.
Page 10 of 37 Pages
13D
|
CUSIP No. G2007L121
|
|
1
|
NAMES OF REPORTING PERSONS
Farallon Institutional (GP) V, L.L.C.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing
hold an aggregate of 714,240 Shares (as defined in Item 1), representing 14.6% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this
cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
23,284
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
23,284
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,284
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5% 1
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
||
1 This percentage is calculated based on 4,891,002 Shares estimated to be outstanding as of December 6, 2023, after giving effect to each of
the December 2023 Reverse Stock Split (as defined in Item 5) and the issuance of the New Shares, as reported in the Company’s current report on Form 6-K filed with the SEC on December 7, 2023. See Item 5.
Page 11 of 37 Pages
13D
|
CUSIP No. G2007L121
|
|
1
|
NAMES OF REPORTING PERSONS
Farallon F5 (GP), L.L.C.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing
hold an aggregate of 714,240 Shares (as defined in Item 1), representing 14.6% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this
cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
41,926
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
41,926
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
41,926
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9% 1
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
||
1 This percentage is calculated based on 4,891,002 Shares estimated to be outstanding as of December 6, 2023, after giving effect to each of the December 2023 Reverse Stock Split (as defined in Item
5) and the issuance of the New Shares, as reported in the Company’s current report on Form 6-K filed with the SEC on December 7, 2023. See Item 5.
Page 12 of 37 Pages
13D
|
CUSIP No. G2007L121
|
|
1
|
NAMES OF REPORTING PERSONS
Joshua J. Dapice
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing
hold an aggregate of 714,240 Shares (as defined in Item 1), representing 14.6% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this
cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
714,240
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
714,240
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
714,240
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
; [ ]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.6% 1
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 This percentage is calculated based on 4,891,002 Shares estimated to be outstanding as of December 6, 2023, after giving effect to each of the December 2023 Reverse Stock Split (as defined in Item
5) and the issuance of the New Shares, as reported in the Company’s current report on Form 6-K filed with the SEC on December 7, 2023. See Item 5.
Page 13 of 37 Pages
13D
|
CUSIP No. G2007L121
|
|
1
|
NAMES OF REPORTING PERSONS
Philip D. Dreyfuss
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing
hold an aggregate of 714,240 Shares (as defined in Item 1), representing 14.6% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this
cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
714,240
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
714,240
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
714,240
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.6% 1
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 This percentage is calculated based on 4,891,002 Shares estimated to be outstanding as of December 6, 2023, after giving effect to each of the December 2023 Reverse Stock Split (as defined in Item
5) and the issuance of the New Shares, as reported in the Company’s current report on Form 6-K filed with the SEC on December 7, 2023. See Item 5.
Page 14 of 37 Pages
13D
|
CUSIP No. G2007L121
|
|
1
|
NAMES OF REPORTING PERSONS
Hannah E. Dunn
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing
hold an aggregate of 714,240 Shares (as defined in Item 1), representing 14.6% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this
cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
714,240
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
714,240
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
714,240
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.6% 1
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 This percentage is calculated based on 4,891,002 Shares estimated to be outstanding as of December 6, 2023, after giving effect to each of the December 2023 Reverse Stock Split (as defined in Item
5) and the issuance of the New Shares, as reported in the Company’s current report on Form 6-K filed with the SEC on December 7, 2023. See Item 5.
Page 15 of 37 Pages
13D
|
CUSIP No. G2007L121
|
|
1
|
NAMES OF REPORTING PERSONS
Richard B. Fried
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing
hold an aggregate of 714,240 Shares (as defined in Item 1), representing 14.6% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this
cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
714,240
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
714,240
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
714,240
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.6% 1
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 This percentage is calculated based on 4,891,002 Shares estimated to be outstanding as of December 6, 2023, after giving effect to each of
the December 2023 Reverse Stock Split (as defined in Item 5) and the issuance of the New Shares, as reported in the Company’s current report on Form 6-K filed with the SEC on December 7, 2023. See Item 5.
Page 16 of 37 Pages
13D
|
CUSIP No. G2007L121
|
|
1
|
NAMES OF REPORTING PERSONS
Varun N. Gehani
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing
hold an aggregate of 714,240 Shares (as defined in Item 1), representing 14.6% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this
cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
714,240
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
714,240
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
714,240
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.6% 1
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 This percentage is calculated based on 4,891,002 Shares estimated to be outstanding as of December 6, 2023, after giving effect to each of the December 2023 Reverse Stock Split (as defined in Item
5) and the issuance of the New Shares, as reported in the Company’s current report on Form 6-K filed with the SEC on December 7, 2023. See Item 5.
Page 17 of 37 Pages
13D
|
CUSIP No. G2007L121
|
|
1
|
NAMES OF REPORTING PERSONS
Nicolas Giauque
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
&#
xA0; (b) [ X ]**
** The reporting persons making this filing
hold an aggregate of 714,240 Shares (as defined in Item 1), representing 14.6% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this
cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
France
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
714,240
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
714,240
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
714,240
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.6% 1
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 This percentage is calculated based on 4,891,002 Shares estimated to be outstanding as of December 6, 2023, after giving effect to each of
the December 2023 Reverse Stock Split (as defined in Item 5) and the issuance of the New Shares, as reported in the Company’s current report on Form 6-K filed with the SEC on December 7, 2023. See Item 5.
Page 18 of 37 Pages
13D
|
CUSIP No. G2007L121
|
|
1
|
NAMES OF REPORTING PERSONS
David T. Kim
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing
hold an aggregate of 714,240 Shares (as defined in Item 1), representing 14.6% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this
cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
714,240
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
714,240
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
714,240
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.6% 1
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 This percentage is calculated based on 4,891,002 Shares estimated to be outstanding as of December 6, 2023, after giving effect to each of the December 2023 Reverse Stock Split (as defined in Item
5) and the issuance of the New Shares, as reported in the Company’s current report on Form 6-K filed with the SEC on December 7, 2023. See Item 5.
Page 19 of 37 Pages
13D
|
CUSIP No. G2007L121
|
|
1
|
NAMES OF REPORTING PERSONS
Michael G. Linn
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing
hold an aggregate of 714,240 Shares (as defined in Item 1), representing 14.6% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this
cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
714,240
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
714,240
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
714,240
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.6% 1
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 This percentage is calculated based on 4,891,002 Shares estimated to be outstanding as of December 6, 2023, after giving effect to each of the December 2023 Reverse Stock Split (as defined in Item
5) and the issuance of the New Shares, as reported in the Company’s current report on Form 6-K filed with the SEC on December 7, 2023. See Item 5.
Page 20 of 37 Pages
13D
|
CUSIP No. G2007L121
|
|
1
|
NAMES OF REPORTING PERSONS
Rajiv A. Patel
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing
hold an aggregate of 714,240 Shares (as defined in Item 1), representing 14.6% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this
cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED V
OTING POWER
714,240
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
714,240
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
714,240
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.6% 1
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 This percentage is calculated based on 4,891,002 Shares estimated to be outstanding as of December 6, 2023, after giving effect to each of the December 2023 Reverse Stock Split (as defined in Item
5) and the issuance of the New Shares, as reported in the Company’s current report on Form 6-K filed with the SEC on December 7, 2023. See Item 5.
Page 21 of 37 Pages
13D
|
CUSIP No. G2007L121
|
|
1
|
NAMES OF REPORTING PERSONS
Thomas G. Roberts, Jr.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing
hold an aggregate of 714,240 Shares (as defined in Item 1), representing 14.6% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this
cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
714,240
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
714,240
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
714,240
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.6% 1
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 This percentage is calculated based on 4,891,002 Shares estimated to be outstanding as of December 6, 2023, after giving effect to each of the December 2023 Reverse Stock Split (as defined in Item
5) and the issuance of the New Shares, as reported in the Company’s current report on Form 6-K filed with the SEC on December 7, 2023. See Item 5.
Page 22 of 37 Pages
13D
|
CUSIP No. G2007L121
|
|
1
|
NAMES OF REPORTING PERSONS
Edric C. Saito
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing
hold an aggregate of 714,240 Shares (as defined in Item 1), representing 14.6% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this
cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
714,240
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
714,240
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
714,240
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
&#x
A0; [ ]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.6% 1
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 This percentage is calculated based on 4,891,002 Shares estimated to be outstanding as of December 6, 2023, after giving effect to each of the December 2023 Reverse Stock Split (as defined in Item
5) and the issuance of the New Shares, as reported in the Company’s current report on Form 6-K filed with the SEC on December 7, 2023. See Item 5.
Page 23 of 37 Pages
13D
|
CUSIP No. G2007L121
|
|
1
|
NAMES OF REPORTING PERSONS
William Seybold
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing
hold an aggregate of 714,240 Shares (as defined in Item 1), representing 14.6% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this
cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
714,240
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
714,240
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
714,240
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.6% 1
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 This percentage is calculated based on 4,891,002 Shares estimated to be outstanding as of December 6, 2023, after giving effect to each of the December 2023 Reverse Stock Split (as defined in Item
5) and the issuance of the New Shares, as reported in the Company’s current report on Form 6-K filed with the SEC on December 7, 2023. See Item 5.
Page 24 of 37 Pages
13D
|
CUSIP No. G2007L121
|
|
1
|
NAMES OF REPORTING PERSONS
Daniel S. Short
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing
hold an aggregate of 714,240 Shares (as defined in Item 1), representing 14.6% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this
cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
714,240
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
714,240
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
714,240
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.6% 1
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 This percentage is calculated based on 4,891,002 Shares estimated to be outstanding as of December 6, 2023, after giving effect to each of the December 2023 Reverse Stock Split (as defined in Item
5) and the issuance of the New Shares, as reported in the Company’s current report on Form 6-K filed with the SEC on December 7, 2023. See Item 5.
Page 25 of 37 Pages
13D
|
CUSIP No. G2007L121
|
|
1
|
NAMES OF REPORTING PERSONS
Andrew J. M. Spokes
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing
hold an aggregate of 714,240 Shares (as defined in Item 1), representing 14.6% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this
cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
714,240
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
714,240
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
714,240
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.6% 1
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 This percentage is calculated based on 4,891,002 Shares estimated to be outstanding as of December 6, 2023, after giving effect to each of the December 2023 Reverse Stock Split (as defined in Item
5) and the issuance of the New Shares, as reported in the Company’s current report on Form 6-K filed with the SEC on December 7, 2023. See Item 5.
Page 26 of 37 Pages
13D
|
CUSIP No. G2007L121
|
|
1
|
NAMES OF REPORTING PERSONS
John R. Warren
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
&#
xA0; (a) [ ]
(b) [ X ]**
** The reporting persons making this filing
hold an aggregate of 714,240 Shares (as defined in Item 1), representing 14.6% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this
cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
714,240
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
714,240
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
714,240
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.6% 1
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 This percentage is calculated based on 4,891,002 Shares estimated to be outstanding as of December 6, 2023, after giving effect to each of the December 2023 Reverse Stock Split (as defined in Item
5) and the issuance of the New Shares, as reported in the Company’s current report on Form 6-K filed with the SEC on December 7, 2023. See Item 5.
Page 27 of 37 Pages
13D
|
CUSIP No. G2007L121
|
|
1
|
NAMES OF REPORTING PERSONS
Mark C. Wehrly
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing
hold an aggregate of 714,240 Shares (as defined in Item 1), representing 14.6% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this
cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
714,240
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
714,240
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
714,240
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.6% 1
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 This percentage is calculated based on 4,891,002 Shares estimated to be outstanding as of December 6, 2023, after giving effect to each of the December 2023 Reverse Stock Split (as defined in Item
5) and the issuance of the New Shares, as reported in the Company’s current report on Form 6-K filed with the SEC on December 7, 2023. See Item 5.
Page 28 of 37 Pages
This Amendment No. 6 to Schedule 13D (this “Amendment”) amends and supplements the Schedule 13D initially filed on March 24, 2023, as amended and supplemented by Amendment No. 1 thereto filed on April 27, 2023,
as amended and supplemented by Amendment No. 2 thereto filed on May 16, 2023, as amended and supplemented by Amendment No. 3 thereto filed on June 16, 2023, as amended and supplemented by Amendment No. 4 thereto filed on September 22, 2023, as
amended and supplemented by Amendment No. 5 thereto filed on November 7, 2023 (the “Prior Schedule 13D” and, as amended and supplemented by this Amendment, this “Schedule 13D”). Capitalized terms used without definition in this
Amendment have the meanings ascribed thereto in the Prior Schedule 13D.
Item 1. Security and Issuer
This Amendment hereby amends and restates Item 1 of the Prior Schedule 13D in its entirety as follows:
“This statement relates to Class A Ordinary Shares, par value $0.20 per share (the “Shares”), of Cazoo Group Ltd (the “Company”). The address of the principal
executive office of the Company is 40 Churchway, London NW1 1LW, United Kingdom.”
|
Item 2.
|
Identity and Background
|
This Amendment hereby amends and restates Item 2 of the Prior Schedule 13D in its entirety as follows:
“(a) This statement is filed by the entities and persons listed below, all of whom
together are referred to herein as the “Reporting Persons.”
The Farallon Funds
|
(i)
|
Farallon Capital Partners, L.P., a California limited partnership (“FCP”), with respect to the Shares held by it;
|
|
(ii)
|
Farallon Capital Institutional Partners, L.P., a California limited partnership (“FCIP”), with respect to the Shares held by it;
|
|
(iii)
|
Farallon Capital Institutional Partners II, L.P., a California limited partnership (“FCIP II”), with respect to the Shares held by it;
|
|
(iv)
|
Farallon Capital Institutional Partners III, L.P., a Delaware limited partnership (“FCIP III”), with respect to the Shares held by it;
|
|
(v)
|
Four Crossings Institutional Partners V, L.P., a Delaware limited partnership (“FCIP V”), with respect to the Shares held by it;
|
|
(vi)
|
Farallon Capital Offshore Investors II, L.P., a Cayman Islands exempted limited partnership (“FCOI II”), with respect to the Shares held by it;
|
|
(vii)
|
Farallon Capital (AM) Investors, L.P., a Delaware limited partnership (“FCAMI”), with respect to the Shares held by it; and
|
|
(viii)
|
Farallon Capital F5 Master I, L.P., a Cayman Islands exempted limited partnership (“F5MI”), with respect to the Shares held by it.
|
FCP, FCIP, FCIP II, FCIP III, FCIP V, FCOI II, FCAMI and F5MI are together referred to herein as the “Farallon Funds.”
Page 29 of 37 Pages
The Farallon General Partner
|
(ix)
|
Farallon Partners, L.L.C., a Delaware limited liability company (the “Farallon General Partner”), which is (i) the general partner of each of FCP, FCIP, FCIP II, FCIP III, FCOI II and FCAMI, and (ii) the
sole member of the FCIP V General Partner (as defined below), with respect to the Shares held by each of the Farallon Funds other than F5MI.
|
The FCIP V General Partner
|
(x)
|
Farallon Institutional (GP) V, L.L.C., a Delaware limited liability company (the “FCIP V General Partner”), which is the general partner of FCIP V, with respect to the Shares held by FCIP V.
|
The F5MI General Partner
|
(xi)
|
Farallon F5 (GP), L.L.C., a Delaware limited liability company (the “F5MI General Partner”), which is the general partner of F5MI, with respect to the Shares held by F5MI.
|
The Farallon Individual Reporting Persons
| (xii) |
The following persons, each of whom is a managing member or senior managing member, as the case may be, of the Farallon General Partner, and a manager or senior manager, as the case may be, of
the FCIP V General Partner and the F5MI General Partner, with respect to the Shares held by the Farallon Funds: Joshua J. Dapice (“Dapice”); Philip D. Dreyfuss (“Dreyfuss”); Hannah E. Dunn (“Dunn”); Richard B. Fried (“Fried”);
Varun N. Gehani (“Gehani”); Nicolas Giauque (“Giauque”); David T. Kim (“Kim”); Michael G. Linn (“Linn”); Rajiv A. Patel (“Patel”); Thomas G. Roberts, Jr. (“Roberts”); Edric C. Saito (“Saito”);
William Seybold (“Seybold”); Daniel S. Short (“Short”); Andrew J. M. Spokes (“Spokes”); John R. Warren (“Warren”); and Mark C. Wehrly (“Wehrly”).
|
Dapice, Dreyfuss, Dunn, Fried, Gehani, Giauque, Kim, Linn, Patel, Roberts, Saito, Seybold, Short, Spokes, Warren and Wehrly are together referred to herein as the “Farallon
Individual Reporting Persons.”
(b) The address of the principal business office of (i) each of the Farallon Funds is c/o Farallon Capital Management, L.L.C., One Maritime Plaza, Suite 2100, San Francisco, California 94111,
and (ii) each of the FCIP V General Partner, the F5MI General Partner and the Farallon Individual Reporting Persons is set forth in Annex 1 hereto.
(c) The principal business of each of the Farallon Funds is that of a private investment entity engaging in the purchase and sale of investments for its own account. The principal business of
the Farallon General Partner is to act as the general partner of investment partnerships, including FCP, FCIP, FCIP II, FCIP III, FCOI II and FCAMI, and as the sole member of general partners of investment partnerships, including the FCIP V General
Partner. The principal business of each of the FCIP V General Partner, the F5MI General Partner, and the Farallon Individual Reporting Persons is set forth in Annex 1 hereto.
(d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) The jurisdiction of organization of each of the Farallon Funds, the Farallon General Partner, the FCIP V General Partner and the F5MI General Partner is set forth above. Each of the Farallon Individual
Reporting Persons, other than Giauque and Spokes, is a citizen of the United States. Giauque is a citizen of France. Spokes is a citizen of the United Kingdom.
The other information required by Item 2 relating to the identity and background of the Reporting Persons is set forth in Annex 1 hereto.”
Page 30 of 37 Pages
Item 3. Source and Amount of Funds or Other Consideration
This Amendment hereby amends and supplements Item 3 of the Prior Schedule 13D by adding the following thereto:
“On December 6, 2023, in connection with the Company’s consummation of the Exchange Offer, the Company issued to the Farallon Funds (i) an aggregate 714,240 Shares and (ii) $31,746,031 aggregate principal amount of New
Notes, in exchange for the Farallon Funds’ tender to the Company in the Exchange Offer of the entire $100,000,000 aggregate principal amount of Notes held by them. The Farallon Funds provided no consideration for their acquisition of such Shares
and New Notes other than their tender to the Company of their Notes pursuant to the Exchange Offer.”
Item 4. Purpose of Transaction
This Amendment hereby amends and restates Item 4 of the Prior Schedule 13D in its entirety as follows:
“The disclosure set forth in Item 3 above and Item 6 below is hereby incorporated by reference in this Item 4.
The Reporting Persons acquired the Shares for the purpose of investment in connection with the consummation of the Transactions.
The Reporting Persons have communicated and may communicate further with the Company’s management and the Board in connection with the Reporting Persons’ investment in the Company. Such communications have related or
may relate to a variety of topics, including, without limitation, the Company’s business strategy, financial condition, results of operations and cash flows; capital allocation; capital structure; management; Board composition and other corporate
governance matters; investor communications; the issuance of debt or equity securities or other financing transactions; dividend policy; possible asset sales or acquisitions; possible strategic transactions; executive compensation; and other
matters relating to the Company and its stakeholders. As permitted under relevant confidentiality arrangements, the Reporting Persons have communicated or may communicate with other securityholders of the Company and/or with other interested
parties, such as industry analysts, existing or potential strategic partners or competitors, investment professionals and other investors, and may exchange information with any such persons or the Company and may negotiate and enter appropriate
confidentiality or similar agreements (which may contain, among other things, standstill provisions).
The Reporting Persons at any time may reconsider and change their intentions relating to the foregoing. The Reporting Persons also may propose or take one or more of the actions described in subparagraphs (a) - (j) of
Item 4 of Schedule 13D and may discuss such proposals or actions, or other proposals or actions, with the Company’s management and the Board, other securityholders of the Company, and/or other interested parties, such as those set out above.
Page 31 of 37 Pages
The Reporting Persons intend to review their investment in the Company on a continuing basis. Depending upon various factors, including, without limitation, the Company’s financial position and strategic direction,
the outcome of any communications or actions referenced above, actions taken by the Board, overall market conditions, general economic and industry conditions, other investment opportunities available to the Reporting Persons, the liquidity
requirements of the Reporting Persons, price levels of the Shares, and any contractual provisions to which the Reporting Persons may then be subject, the Reporting Persons in the future may take actions with respect to their investment position in
the Company as they deem appropriate, including, without limitation, purchasing additional Shares, other securities of the Company, or other instruments that are based upon or relate to the value of any of the foregoing; selling, pledging or
financing some or all of the securities reported herein, other securities of the Company or other instruments that are based upon or relate to the value of any of the foregoing; engaging in hedging or similar transactions with respect to Shares,
other securities of the Company, or other instruments that are based upon or relate to the value of any of the foregoing; and taking any other action to maximize the value of the Reporting Persons’ investment position in the Company.
Except to the extent the foregoing may be deemed a plan or proposal, none of the Reporting Persons has any plans or proposals which relate to, or could result in, any of the matters referred to in subparagraphs (a) -
(j) of Item 4 of Schedule 13D.”
Item 5. Interest in Securities of the Issuer
This Amendment hereby amends and restates Item 5 of the Prior Schedule 13D in its entirety as follows:
“The beneficial ownership amounts set forth herein reflect the 1-for-100 reverse stock split of the Shares effected on December 5, 2023 (the “December 2023 Reverse Stock Split”), as reported in Exhibit 99.1 to
the Company’s current report on Form 6-K filed with the SEC on December 5, 2023.
The Farallon Funds
| (a),(b) |
The information set forth in Rows 7 through 13 of the cover page hereto for each Farallon Fund is incorporated herein by reference for each such Farallon Fund. The percentage amount set forth in Row 13 for all cover pages filed herewith
is calculated based upon the 4,891,002 Shares estimated to be outstanding as of December 6, 2023, after giving effect to each of the December 2023 Reverse Stock Split and the issuance of the New Shares, as reported by the Company in its
current report on Form 6-K filed with the Securities and Exchange Commission (the “SEC”) on December 7, 2023.
|
| (c) |
Except as described in Item 3 above, the Farallon Funds have not effected any transactions in the Shares since the Reporting Persons’ most recent filing on Schedule 13D.
|
| (d) |
The Farallon General Partner has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, the Shares held by each of the Farallon Funds other than F5MI. The FCIP V General Partner
has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, the Shares held by FCIP V. The F5MI General Partner has the power to direct the receipt of dividends relating to, or the
disposition of the proceeds of the sale of, the Shares held by F5MI. Each of the Farallon Individual Reporting Persons is a managing member or senior managing member, as the case may be, of the Farallon General Partner and a manager or
senior manager, as the case may be, of the FCIP V General Partner and the F5MI General Partner.
|
| (e) |
Not applicable.
|
Page 32 of 37 Pages
The Farallon General Partner
| (a),(b) |
The information set forth in Rows 7 through 13 of the cover page hereto for the Farallon General Partner is incorporated herein by reference.
|
| (c) |
None.
|
| (c) |
The Farallon General Partner has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, the Shares held by each of the Farallon Funds other than F5MI. Each of the Farallon
Individual Reporting Persons is a managing member or senior managing member, as the case may be, of the Farallon General Partner.
|
| (e) |
Not applicable.
|
The FCIP V General Partner
| (a),(b) |
The information set forth in Rows 7 through 13 of the cover page hereto for the FCIP V General Partner is incorporated herein by reference.
|
| (c) |
None.
|
| (d) |
The FCIP V General Partner has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, the Shares held by FCIP V. Each of the Farallon Individual Reporting Persons is a manager or
senior manager, as the case may be, of the FCIP V General Partner.
|
| (e) |
Not applicable.
|
The F5MI General Partner
| (a),(b) |
The information set forth in Rows 7 through 13 of the cover page hereto for the F5MI General Partner is incorporated herein by reference.
|
| (c) |
None.
|
| (d) |
The F5MI General Partner has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, the Shares held by F5MI. Each of the Farallon Individual Reporting Persons is a manager or
senior manager, as the case may be, of the F5MI General Partner.
|
| (e) |
Not applicable.
|
The Farallon Individual Reporting Persons
| (a),(b) |
The information set forth in Rows 7 through 13 of the cover page hereto for each Farallon Individual Reporting Person is incorporated herein by reference for each such Farallon Individual Reporting Person.
|
| (c) |
None.
|
| (d) |
The Farallon General Partner has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, the Shares held by each of the Farallon Funds other than F5MI. The FCIP V General
Partner has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, the Shares held by FCIP V. The F5MI General Partner has the power to direct the receipt of dividends
relating to, or the disposition of the proceeds of the sale of, the Shares held by F5MI. Each of the Farallon Individual Reporting Persons is a managing member or senior managing member, as the case may be, of the Farallon
General Partner and a manager or senior manager, as the case may be, of the FCIP V General Partner and the F5MI General Partner.
|
| (e) |
Not applicable.
|
The Shares reported hereby for the Farallon Funds are owned directly by the Farallon Funds. The Farallon General Partner, as general partner of FCP, FCIP, FCIP II, FCIP III, FCOI II and FCAMI and the sole member of the
FCIP V General Partner, may be deemed to be a beneficial owner of all such Shares owned by the Farallon Funds other than F5MI. The FCIP V General Partner, as general partner of FCIP V, may be deemed to be a beneficial owner of all such Shares owned
by FCIP V. The F5MI General Partner, as general partner of F5MI, may be deemed to be a beneficial owner of all such Shares owned by F5MI. Each of the Farallon Individual Reporting Persons, as a managing member or senior managing member, as the case
may be, of the Farallon General Partner and a manager or senior manager, as the case may be, of the FCIP V General Partner and the F5MI General Partner, in each case with the power to exercise investment discretion, may be deemed to be a beneficial
owner of all such Shares owned by the Farallon Funds. Each of the Farallon General Partner, the FCIP V General Partner, the F5MI General Partner and the Farallon Individual Reporting Persons hereby disclaims any
beneficial ownership of any such Shares.”
Page 33 of 37 Pages
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
This Amendment hereby amends and supplements Item 6 of the Prior Schedule 13D by adding the following thereto:
“Exchange Offer
The Exchange Offer expired on December 4, 2023, at which time all $630 million aggregate principal amount of outstanding Notes were validly tendered and accepted, as reported by the Company in the press release
attached as Exhibit 99.1 to the Company’s current report on Form 6-K filed with the SEC on December 5, 2023. The settlement of the Exchange Offer occurred on December 6, 2023 (the “Closing Date”), as reported by the Company in its current
report on Form 6-K filed with the SEC on December 7, 2023. The Notes were discharged on the Closing Date.
Upon the settlement of the Exchange Offer, as contemplated by the Transaction Support Agreement, the Company issued to each prior holder of Notes such holder’s pro rata share
of (i) $200 million aggregate principal amount of New Notes and (ii) 4,499,721 New Shares, as reported by the Company in its current report on Form 6-K filed with the SEC on December 7, 2023. Accordingly, on the Closing Date, the Company issued to
the Farallon Funds (i) an aggregate 714,240 Shares and (ii) $31,746,031 aggregate principal amount of New Notes.
In connection with the consummation of the Transactions, the Company’s board of directors was reduced to five members, comprised of one existing legacy director and four new directors chosen by the Consenting
Noteholders (the “New Board”).
Effective as of the Closing Date, upon the consummation of the Transactions, the Transaction Support Agreement was terminated automatically pursuant to its terms, at which time any “group” (within the meaning of in
Section 13(d) of the Exchange Act and Rule 13d-5 thereunder) that may have been formed among the Consenting Noteholders or other parties to the Transaction Support Agreement for purposes of completing the Transactions contemplated by the
Transaction Support Agreement was immediately dissolved. The Reporting Persons have not agreed to act together with any other persons for the purposes of acquiring, holding, voting, or disposing of any Shares or other securities of the Company,
and expressly disclaim beneficial ownership of any Shares or other securities of the Company held by any other persons.
New Notes
In connection with the consummation of the Transactions, on the Closing Date, the Company issued $200 million aggregate principal amount of New Notes, pursuant to that certain Indenture, dated as of December 6, 2023,
among the Company, U.S. Bank Trust Company, National Association, and certain subsidiaries of the Company party thereto (the “New Notes Indenture”). Interest will accrue from the date of issuance of the New Notes at a rate of 6.00% per
annum, with a minimum of 4.00% per annum payable in cash and, at the option of the Company, up to 2.00% per annum payable in kind. The New Notes will mature on February 16, 2027, unless earlier redeemed or repurchased in accordance with the terms
of the New Notes.
The foregoing description of the New Notes Indenture does not purport to be complete and is qualified in its entirety by reference to the New Notes Indenture, a copy of which is filed as Exhibit 12 to this Schedule 13D
and is incorporated by reference herein.
New Investor Rights Agreement
In connection with the consummation of the Transactions, on the Closing Date, the Company, the Farallon Funds and the other Consenting Noteholders identified therein as Holders entered into that certain Investor Rights
Agreement, dated as of December 6, 2023 (the “New Investor Rights Agreement”). Among other things, the New Investor Rights Agreement provides certain board nomination rights with respect to the members of the New Board. Pursuant to the New
Investor Rights Agreement, Farallon Capital Management, L.L.C. (“FCM”), on behalf of the Farallon Funds, will have the right to nominate up to two members of the New Board, with such right declining, as described in the New Investor Rights
Agreement, as the Farallon Funds’ equity ownership decreases.
In connection with the consummation of the Transactions, and pursuant to the terms of the Transaction Support Agreement, the New Board consisted of five members, one of whom was designated by FCM pursuant to the rights
of the Farallon Funds under the New Investor Rights Agreement. FCM has the right to designate one additional director on behalf of the Farallon Funds for appointment to the New Board at a later time.
In addition, FCM has exercised its right on behalf of the Farallon Funds to appoint an observer to the New Board to attend all meetings of the New Board (and any committee thereof) in a non-voting capacity and receive
all notices and written documents and materials provided to the New Board, subject to certain customary confidentiality obligations.
The foregoing description of the New Investor Rights Agreement is not complete and is qualified in its entirety by reference to the New Investor Rights Agreement, a copy of which is filed as Exhibit 13
to this Schedule 13D and is incorporated by reference herein.
Page 34 of 37 Pages
New Registration Rights Agreement
In connection with the consummation of the Transactions, on the Closing Date, the Company, the Farallon Funds and the other Holders identified therein entered into that certain Registration Rights Agreement, dated as of
December 6, 2023 (the “New Registration Rights Agreement”). The New Registration Rights Agreement provides, among other things, that the Company will file a shelf registration statement registering the resale of the Shares received on the
Closing Date by the Farallon Funds and the other prior holders of Convertible Notes. The New Registration Rights Agreement also provides for customary piggyback registration rights and underwritten shelf takedowns.
The foregoing description of the New Registration Rights Agreement is not complete and is qualified in its entirety by reference to New Registration Rights Agreement, a copy of which is filed as Exhibit
14 to this Schedule 13D and is incorporated by reference herein.
In connection with the consummation of the Transactions, the Registration Rights Agreement, dated as of February 16, 2022, relating to the Shares underlying the Notes automatically terminated pursuant to
its terms. Such Registration Rights Agreement was filed as Exhibit 4 to the Schedule 13D filed by the Reporting Persons on March 24, 2023.
Except as otherwise set forth in the Schedule 13D, there are no contracts, arrangements, understandings or relationships between the Re
porting Persons and any other person with respect to any securities of the Company.”
Item 7. Material to be Filed as Exhibits
This Amendment hereby amends and supplements Item 7 of the Prior Schedule 13D by adding the following thereto:
“There is filed herewith as Exhibit 12 the New Notes Indenture, incorporated by reference to the copy thereof filed as Exhibit 99.2 to the Company’s current report on Form 6-K filed with the SEC on December 7, 2023.
There is filed herewith as Exhibit 13 the New Investor Rights Agreement, incorporated by reference to the copy thereof filed as Exhibit 99.8 to the Company’s current report on Form 6-K filed with the SEC on December 7,
2023.
There is filed herewith as Exhibit 14 the New Registration Rights Agreement, incorporated by reference to the copy thereof filed as Exhibit 99.9 to the Company’s current report on Form 6-K filed with the SEC on
December 7, 2023.”
Page 35 of 37 Pages
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: December 8, 2023
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/s/ Hannah E. Dunn
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FARALLON PARTNERS, L.L.C.,
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On its own behalf and
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As the General Partner of
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FARALLON CAPITAL PARTNERS, L.P.,
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FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.,
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FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.,
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FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.,
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FARALLON CAPITAL OFFSHORE INVESTORS II, L.P. and
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FARALLON CAPITAL (AM) INVESTORS, L.P.
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By Hannah E. Dunn, Managing Member
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/s/ Hannah E. Dunn
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FARALLON INSTITUTIONAL (GP) V, L.L.C.
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On its own behalf and
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As the General Partner of
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FOUR CROSSINGS INSTITUTIONAL PARTNERS V, L.P.
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By Hannah E. Dunn, Manager
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/s/ Hannah E. Dunn
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FARALLON F5 (GP), L.L.C.
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On its own behalf and
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As the General Partner of
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FARALLON CAPITAL F5 MASTER I, L.P.
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By Hannah E. Dunn, Manager
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/s/ Hannah E. Dunn
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Hannah E. Dunn, individually and as attorney-in-fact for each of Joshua J. Dapice, Philip D. Dreyfuss, Richard B. Fried, Varun N. Gehani, Nicolas Giauque, David T. Kim, Michael G. Linn, Rajiv A. Patel, Thomas
G. Roberts, Jr., Edric C. Saito, William Seybold, Daniel S. Short, Andrew J. M. Spokes, John R. Warren and Mark C. Wehrly
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The Powers of Attorney executed by each of Dapice, Dreyfuss, Fried, Gehani, Giauque, Kim, Linn, Patel, Roberts, Saito, Seybold, Short, Spokes, Warren and Wehrly authorizing Dunn to sign and file this
Schedule 13D on his behalf, which were filed as exhibits to the Schedule 13G filed with the SEC on January 31, 2023 by such Reporting Persons with respect to the Class A Ordinary Shares of ARYA Sciences Acquisition Corp IV, are hereby incorporated by
reference.
Page 36 of 37 Pages
EXHIBIT INDEX
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1.
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Joint Acquisition Statement Pursuant to Section 240.13d-1(k), dated March 24, 2023*
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2.
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Purchase Agreement, dated as of February 9, 2022*
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3.
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Indenture, dated as of February 16, 2022*
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4.
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Registration Rights Agreement, dated as of February 16, 2022*
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5.
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Letter Agreement, dated November 9, 2022*
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6.
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Cooperation Agreement, dated March 17, 2023*
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7.
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Joinder to Cooperation Agreement, dated as of April 25, 2023**
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8.
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Amendment No. 1 to Cooperation Agreement, dated as of June 15, 2023***
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9.
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Transaction Support Agreement, dated as of September 20, 2023****
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10.
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Termination Agreement, dated September 20, 2023****
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11.
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Amendment No. 1 to the Transaction Support Agreement, dated as of November 3, 2023*****
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12.
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New Notes Indenture, dated as of December 6, 2023
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13.
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New Investor Rights Agreement, dated as of December 6, 2023
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14.
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New Registration Rights Agreement, dated as of December 6, 2023
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*Filed as an exhibit to the Schedule 13D filed on March 24, 2023
**Filed as an exhibit to the Schedule 13D filed on April 27, 2023
***Filed as an exhibit to the Schedule 13D filed on June 16, 2023
****Filed as an exhibit to the Schedule 13D filed on September 22, 2023
***** Filed as an exhibit to the Schedule 13D filed on November 7, 2023
Page 37 of 37 Pages