Insider filing report for Changes in Beneficial Ownership
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 15)
ArcelorMittal
(Name of Issuer)
Ordinary Shares
(Title of Class of Securities)
03938L104
(CUSIP Number)
Gamal M. Abouali
Cleary Gottlieb Steen & Hamilton LLP
Al Sila Tower
Abu Dhabi Global Market Square
Al Maryah Island, PO Box 29920
Abu Dhabi
United Arab Emirates
+971 2 412 1720
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
July 29, 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 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).
CUSIP No. 03938L104
| 1 |
NAMES OF REPORTING PERSONS HSBC Trustee (C.I.) Limited, as trustee of the Platinum Trust | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | ||
| 4 |
SOURCE OF FUNDS OO | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Jersey, Channel Islands | ||
|
NUMBER OF BENEFICIALLY EACH REPORTING WITH |
7 |
SOLE VOTING POWER 0 | |
| 8 |
SHARED VOTING POWER 376,773,931 | ||
| 9 |
SOLE DISPOSITIVE POWER 0 | ||
| 10 |
SHARED DISPOSITIVE POWER 376,773,931
| ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 376,773,931 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.9%* | ||
| 14 |
TYPE OF REPORTING PERSON CO | ||
| &#x A0; | * | The percent of class figures set forth in this Fifteenth Amendment (as defined below) are calculated based on 1,012,000,690 issued and outstanding ArcelorMittal Shares (as defined below) as of July 29, 2021, as published on the website of ArcelorMittal and the $100 million in principal amount of Convertible Notes (as defined below) held by Lumen Investments S.à r.l., which are convertible into ArcelorMittal Shares at the minimum conversion ratio under the terms of the Convertible Notes. |
CUSIP No. 03938L104
| 1 |
NAMES OF REPORTING PERSONS Lakshmi N. Mittal | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | ||
| 4 |
SOURCE OF FUNDS OO | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Republic of India | ||
|
NUMBER OF BENEFICIALLY EACH REPORTING WITH |
7 |
SOLE VOTING POWER 286,742 | |
| 8 |
SHARED VOTING POWER 376,773,931 | ||
| 9 |
SOLE DISPOSITIVE POWER 286,742 | ||
| 10 |
SHARED DISPOSITIVE POWER 376,773,931 | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 377,060,673 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☒ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.9% | ||
| 14 |
TYPE OF REPORTING PERSON IN | ||
CUSIP No. 03938L104
| 1 |
NAMES OF REPORTING PERSONS Usha Mittal | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | ||
| 4 |
SOURCE OF FUNDS OO | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Republic of India | ||
|
NUMBER OF BENEFICIALLY EACH REPORTING WITH |
7 |
SOLE VOTING POWER 25,500 | |
| 8 |
SHARED VOTING POWER 376,773,931 | ||
| 9 |
SOLE DISPOSITIVE POWER 25,500 | ||
| 10 |
SHARED DISPOSITIVE POWER 376,773,931 | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 376,799,431 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.9% | ||
| 14 |
TYPE OF REPORTING PERSON IN | ||
CUSIP No. 03938L104
| 1 |
NAMES OF REPORTING PERSONS Grandel Limited | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | ||
| 4 |
SOURCE OF FUNDS OO | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Gibraltar | ||
|
NUMBER OF BENEFICIALLY EACH REPORTING WITH |
7 |
SOLE VOTING POWER 0 | |
| 8 |
SHARED VOTING POWER 376,773,931 | ||
| 9 |
SOLE DISPOSITIVE POWER 0 | ||
| 10 |
SHARED DISPOSITIVE POWER 376,773,931 | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 376,773,931 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.9% | ||
| 14 |
TYPE OF REPORTING PERSON HC | ||
CUSIP No. 03938L104
| 1 |
NAMES OF REPORTING PERSONS Lumen Investments S.à r.l. | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | ||
| 4 |
SOURCE OF FUNDS OO | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Luxembourg | ||
|
NUMBER OF BENEFICIALLY EACH REPORTING WITH |
7 |
SOLE VOTING POWER 0 | |
| 8 |
SHARED VOTING POWER 313,115,583 | ||
| 9 |
SOLE DISPOSITIVE POWER 0 | ||
| 10 |
SHARED DISPOSITIVE POWER 313,115,583 | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 313,115,583 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.7% | ||
| 14 |
TYPE OF REPORTING PERSON HC | ||
CUSIP No. 03938L104
| 1 |
NAMES OF REPORTING PERSONS Nuavam Investments S. à r.l. | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | ||
| 4 |
SOURCE OF FUNDS OO | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Luxembourg | ||
|
NUMBER OF BENEFICIALLY EACH REPORTING WITH |
7 |
SOLE VOTING POWER 0 | |
| 8 |
SHARED VOTING POWER 63,658,348 | ||
| 9 |
SOLE DISPOSITIVE POWER 0 | ||
| 10 |
SHARED DISPOSITIVE POWER 63,658,348 | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 63,658,348 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.3% | ||
| 14 |
TYPE OF REPORTING PERSON HC | ||
This Amendment No. 15 (this “Fifteenth Amendment”) to Schedule 13D amends and supplements Amendment No.14 to Schedule 13D, filed June 22, 2021 (the “Fourteenth Amendment”), Amendment No.13 to Schedule 13D, filed February 16, 2021, Amendment No. 12 to Schedule 13D, filed May 29, 2020, Amendment No. 11 to Schedule 13D, filed May 13, 2020, Amendment No. 10 to Schedule 13D, filed April 12, 2016, Amendment No. 9 to Schedule 13D, filed March 15, 2016, Amendment No. 8 to Schedule 13D, filed February 5, 2016, Amendment No. 7 to Schedule 13D, filed January 11, 2013, Amendment No. 6 to Schedule 13D, filed June 23, 2010, Amendment No. 5 to Schedule 13D, filed April 12, 2010, Amendment No. 4 to Schedule 13D, filed May 8, 2009, Amendment No. 3 to Schedule 13D, filed April 3, 2009, Amendment No. 2 to Schedule 13D, filed November 20, 2007, Amendment No. 1 to Schedule 13D, filed August 30, 2006, as well as the statement on Schedule 13D originally filed on December 27, 2004 (as amended, the “Statement”) with the Securities and Exchange Commission (the “Commission”) relating to the Ordinary Shares, without nominal value, of ArcelorMittal (“ArcelorMittal Shares”), a company organized under the laws of The Grand Duchy of Luxembourg (“ArcelorMittal” or the “Company”) and the successor entity by merger to Mittal Steel Company N.V., a company organized under the laws of the Netherlands (“Mittal Steel”). Unless otherwise indicated, capitalized terms used but not defined in this Fifteenth Amendment have the meanings ascribed to such terms in the Statement.
Item 2. Identity and Background.
Schedules B, C and D of the Statement are hereby amended and restated by Schedules B, C and D, respectively, of this Fifteenth Amendment.
Item 3. Source and Amount of Funds or other Consideration.
The response set forth in Item 3 of the Statement is hereby amended by deleting the previous response in its entirety and replacing it with the following:
No material acquisition of beneficial ownership of ArcelorMittal Shares has been made by any of the persons named in Item 2 of the Statement since the filing of the Fourteenth Amendment by the Reporting Persons.
Item 4. Purpose of Transaction.
The first three disclosure paragraphs of the response set forth in Item 4 of the Statement are hereby amended by deleting the paragraphs in their entirety and replacing them with the following:
On February 11, 2021, ArcelorMittal announced a share buy-back program for an aggregate maximum amount of $650,000,000 (the “First Buy-Back Program”). ArcelorMittal also announced that upon completion of the First Buy-Back Program, it will commence a further share buy-back program for an aggregate amount of $570,000,000 (the “Second Buy-Back Program”). In connection with the First Buy-Back Program and the Second Buy-Back Program, ArcelorMittal and Lumen entered into a Share Repurchase Agreement (as defined below). The First Buy-Back Program and the Second Buy-Back Program concluded on March 4, 2021 and June 18, 2021, respectively. Lumen sold 16,338,603 ArcelorMittal Shares under the First Buy-Back Program and the Second Buy-Back Program.
On June 18, 2021, ArcelorMittal announced a third buy-back program for an aggregate maximum amount of $750,000,000 (the “Third Buy-Back Program”). In connection with the Third Buy-Back Program, ArcelorMittal and Lumen entered into the First Amendment Agreement (as defined below). The Third Buy-Back Program concluded on July 5, 2021. Lumen sold 8,888,228 ArcelorMittal Shared under the Third Buy-Back Program.
On July 29, 2021, ArcelorMittal announced a fourth buy-back program for an aggregate maximum amount of $2,200,000,000 (the “Fourth Buy-Back Program”). On each trading day during which ArcelorMittal conducts purchases under the Fourth Buy-Back Program, ArcelorMittal and Lumen have agreed to purchase and sell, respectively, a number of ArcelorMittal Shares, such that the number of ArcelorMittal Shares so purchased and sold represents 36.34% of the sum of: (i) the total number of shares purchased by ArcelorMittal under the Fourth Buy-Back Program (other than from Lumen) and (ii) the number of ArcelorMittal Shares purchased by ArcelorMittal from Lumen pursuant to the Second Amendment Agreement (as defined below), in each case on that trading day.
The foregoing summary of Lumen’s undertaking to participate in the Fourth Buy-Back Program should be read in conjunction with the full text of the Share Repurchase Agreement and the Second Amendment Agreement, copies of which are included as Exhibit 8 and Exhibit 10, respectively, to this Fifteenth Amendment and which are incorporated herein by reference. The descriptions of the Share Repurchase Agreement, the First Amendment Agreement and the Second Amendment Agreement as set forth in Item 6 of this Fifteenth Amendment are incorporated by reference herein.
Item 5. Interest in Securities of the Issuer.
The response set forth in Items 5(a)-(c) of the Statement is hereby amended by deleting the previous response in its entirety and replacing it with the following:
(a) Lumen is the direct owner of 303,848,983 ArcelorMittal Shares. Lumen is also the direct owner of $100,000,000 in principal amount of 5.50% Mandatorily Convertible Subordinated Notes due 2023 of ArcelorMittal (the “Convertible Notes”). Lumen may convert its Convertible Notes into 9,266,600 of ArcelorMittal Shares. Accordingly, Lumen is the beneficial owner of 313,115,583 ArcelorMittal Shares in total, representing 30.7% of the ArcelorMittal Shares outstanding.
Nuavam is the direct owner of 63,658,348 ArcelorMittal Shares, representing 6.3% of the ArcelorMittal Shares outstanding.
Grandel is the indirect owner of 376,773,931 ArcelorMittal Shares, representing 36.9% of the ArcelorMittal Shares, by virtue of its 100% indirect ownership of Lumen and Nuavam.
The Trustee is the indirect beneficial owner of 376,773,931 ArcelorMittal Shares, representing 36.9% of the ArcelorMittal Shares, by virtue of its beneficial ownership of 70% of the Class A voting shares of Grandel, as discussed in greater detail in Item 2 of the Statement.
Mr. Mittal is the direct owner of 286,742 ArcelorMittal Shares representing less than 0.1% of the ArcelorMittal Shares outstanding. Furthermore, under the terms of the Platinum Trust Deed, Mr. Mittal shares with Mrs. Mittal and the Trustee beneficial ownership of 70% of the Class A voting shares of Grandel and accordingly Mr. Mittal is the beneficial owner of 377,060,673 ArcelorMittal Shares in total, representing 36.9% of the ArcelorMittal Shares outstanding. In addition, Mr. Mittal holds a total of 321,714 performance share units, granted by ArcelorMittal pursuant to its Group Management Board Performance Share Unit Plan (“PSU”), of which 154,409 may vest in 2022, 89,933 may vest in 2023 and 77,372 may vest in 2024. As the vesting of PSUs is dependent on company performance criteria not fully within the control of the PSU holder, Mr. Mittal does not beneficially own ArcelorMittal Shares by virtue of his ownership of the PSUs.
Mrs. Mittal is the direct owner of 25,500 ArcelorMittal Shares, representing less than 0.1% of the ArcelorMittal Shares outstanding. Additionally, under the terms of the Platinum Trust Deed, Mrs. Mittal shares with Mr. Mittal and the Trustee beneficial ownership of 70% of the Class A voting shares of Grandel and accordingly Mrs. Mittal is the beneficial owner of 376,799,431 ArcelorMittal Shares in total, representing 36.9% of the ArcelorMittal Shares outstanding.
Aditya Mittal is the direct owner of 120,413 ArcelorMittal Shares, representing less than 0.1% of the ArcelorMittal Shares outstanding. Aditya Mittal holds a total of 287,354 PSUs of which 133,720 may vest in 2022, 82,584 may vest in 2023 and 71,050 may vest in 2024. As the vesting of PSUs is dependent on company performance criteria not fully within the control of the PSU holder, Aditya Mittal does not beneficially own ArcelorMittal Shares by virtue of his ownership of the PSUs. Aditya Mittal is the son of Mr. Mittal and Mrs. Mittal.
Vanisha Mittal Bhatia is the direct owner of 8,500 ArcelorMittal Shares, representing less than 0.1% of the ArcelorMittal Shares outstanding. Vanisha Mittal Bhatia is the daughter of Mr. Mittal and Mrs. Mittal.
The calculation of the beneficial ownership percentages set forth in Item 5(a) and 5(b) is based on 1,102,809,772 ArcelorMittal Shares issued as of July 29, 2021 as published on the website of ArcelorMittal, of which 90,809,082 were held by ArcelorMittal as treasury stock, and on the Convertible Notes held by the Reporting Persons converted at the minimum conversion ratio under the terms of the Convertible Notes.
(b) Lumen has the power to vote or to direct the vote or dispose or direct the disposition of 303,848,983 ArcelorMittal Shares. In addition, Lumen also holds Convertible Notes, which it may convert into 9,266,600 ArcelorMittal Shares and would upon conversion have the power to vote or direct the vote or dispose of such ArcelorMittal Shares. Lumen shares such powers with Mr. Mittal, Mrs. Mittal, the Trustee and Grandel, by virtue of their indirect beneficial ownership of Lumen. Accordingly, Lumen shares with the persons specified in the immediately preceding sentence the power to vote or to direct the vote or dispose or direct the disposition of 313,115,583 ArcelorMittal Shares, representing 30.7% of the ArcelorMittal Shares outstanding.
Nuavam has the power to vote or to direct the vote or dispose or direct the disposition of 63,658,348 ArcelorMittal Shares. Nuavam shares such powers with Mr. Mittal, Mrs. Mittal, the Trustee and Grandel, by virtue of their indirect beneficial ownership of Nuavam. Accordingly, Nuavam shares with the persons specified in the immediately preceding sentence the power to vote or to direct the vote or dispose or direct the disposition of 63,658,348 ArcelorMittal Shares, representing 6.3% of the ArcelorMittal Shares outstanding.
Grandel has the power to vote or to direct the vote or dispose or direct the disposition of 367,507,331 ArcelorMittal Shares, which it shares with Mr. Mittal, Mrs. Mittal and the Trustee, by virtue of the Trustee’s ownership of 70% of the Grandel voting shares and the terms of the Platinum Trust Deed, as well as with Lumen and Nuavam as described in the preceding two paragraphs. In addition, Grandel would also have shared voting and dispositive power over the 9,266,600 ArcelorMittal Shares into which the Convertible Notes held by Lumen may be converted and, accordingly, Grandel shares the power to vote or to direct the vote or dispose or direct the disposition of 376,773,931 ArcelorMittal Shares, representing 36.9% of the ArcelorMittal Shares outstanding.
The Trustee (subject to its obligations under the Platinum Trust Deed and its obligations as a fiduciary under applicable law) has the power to vote or to direct the vote or dispose or direct the disposition of 367,507,331 ArcelorMittal Shares, which it shares with Mr. Mittal and Mrs. Mittal by virtue of their shared beneficial ownership (as such term is defined under Rule 13d-3 under the Act) of 70% of the Class A voting shares in Grandel, as well as with Lumen, Nuavam and Grandel as described in the preceding three paragraphs. In addition, the Trustee would also have shared voting and dispositive power over the 9,266,600 ArcelorMittal Shares into which the Convertible Notes held by Lumen may be converted and, accordingly, the Trustee shares with the persons specified in the immediately preceding sentence the power to vote or to direct the vote or dispose or direct the disposition of 376,773,931 ArcelorMittal Shares, representing 36.9% of the ArcelorMittal Shares outstanding.
Mr. Mittal has the sole power to vote or to direct the vote or dispose or direct the disposition of the 286,742 ArcelorMittal Shares that he owns directly, representing less than 0.1% of the ArcelorMittal Shares outstanding. Mr. Mittal, Mrs. Mittal and the Trustee also share beneficial ownership of 70% of the Class A voting shares of Grandel, thereby sharing power to vote or to direct the vote or dispose or direct the disposition of ArcelorMittal Shares as described in the third paragraph of Item 5(b). Accordingly, Mr. Mittal shares the power to vote or to direct the vote or dispose or direct the disposition of 376,773,931 ArcelorMittal Shares beneficially owned by him, representing 36.9% of the ArcelorMittal Shares outstanding. See Item 6 below regarding Mr. Mittal’s and Mrs. Mittal’s shared beneficial ownership of 70% of the Class A voting shares of Grandel with the Trustee.
Mrs. Mittal has the sole power to vote or to direct the vote or dispose or direct the disposition of the 25,500 ArcelorMittal Shares that she owns directly, representing less than 0.1% of the ArcelorMittal Shares outstanding. Mrs. Mittal, Mr. Mittal and the Trustee also share beneficial ownership of 70% of the Class A voting shares of Grandel, thereby sharing power to vote or to direct the vote or dispose or direct the disposition of ArcelorMittal Shares as described in the third paragraph of Item 5(b). Accordingly, Mrs. Mittal shares the power to vote or to direct the vote or dispose or direct the disposition of 376,773,931 ArcelorMittal Shares beneficially owned by her, representing 36.9% of the ArcelorMittal Shares outstanding.
Aditya Mittal has the sole power to vote or to direct the vote or dispose or direct the disposition of the 120,413 ArcelorMittal Shares that he owns directly, representing less than 0.1% of the ArcelorMittal Shares outstanding.
Vanisha Mittal Bhatia has the sole power to vote or to direct the vote or dispose or direct the disposition of the 8,500 ArcelorMittal Shares that she owns directly, representing less than 0.1% of the ArcelorMittal Shares outstanding.
(c) Set forth below is a table indicating the number of shares acquired, average price per share, and settlement date for acquisitions of shares by ArcelorMittal from Lumen under the Third Buy-Back Program.
| Number of shares | Average price per share (euros) | Date of settlement |
| 3,744,143 | 25.1501 | June 29, 2021 |
| 2,045,828 | 25.9922 | June 30, 2021 |
| 2,771,746 | 26.3220 | July 6, 2021 |
| 326,511 | 26.8694 | July 7, 2021 |
Except as disclosed in this Statement and certain other acquisitions of shares by ArcelorMittal from Lumen under the Second Buy-Back Program (which acquisitions have been disclosed under the Fourteenth Amendment), to the knowledge of the Reporting Persons, none of the persons named in Item 2 has effected any transaction in the ArcelorMittal Shares during the past 60 days.
Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to Securities of the Issuer.
The response set forth in Item 6 of the Statement is hereby amended by deleting the previous disclosure set forth under the heading “Amendment to Share Repurchase Agreement” in entirety and replacing it with the following:
Share Repurchase Agreement and Amendments Thereto
On February 12, 2021, ArcelorMittal and Lumen entered into a share repurchase agreement (the “Share Repurchase Agreement”) in connection with the First Buy-Back Program and Second Buy-Back Program.
On June 21, 2021, ArcelorMittal and Lumen entered into an amendment to the Share Repurchase Agreement (the “First Amendment Agreement”) in connection with the Third Buy-Back Program.
On July 30, 2021, ArcelorMittal and Lumen entered into a second amendment to the Share Repurchase Agreement (the “Second Amendment Agreement”) in connection with the Fourth Buy-Back Program. Under the Second Amendment Agreement, on each trading day during which ArcelorMittal conducts purchases under the Fourth Buy-Back Program, ArcelorMittal and Lumen have agreed to buy and sell, respectively, a number of ArcelorMittal Shares, such that the number of ArcelorMittal Shares so purchased and sold represents 36.34% of the sum of: (i) the total number of shares purchased by ArcelorMittal under the Fourth Buy-Back Program (other than from Lumen) and (ii) the number of ArcelorMittal Shares purchased by ArcelorMittal from Lumen pursuant to the Second Amendment Agreement, in each case on that trading day. Except as specifically provided for and varied by the Second Amendment Agreement, all of the terms and conditions of the Share Repurchase Agreement will remain in full force and effect. Accordingly, consistent with the Share Repurchase Agreement, the ArcelorMittal Shares to be repurchased from Lumen in connection with the Fourth Buy-Back Program during any trading day will be repurchased at the same weighted average price as the ArcelorMittal Shares purchased under the Fourth Buy-Back Program on the relevant trading day in the open market. Purchases and sales occurring during periods of five consecutive trading days will be settled together two trading days following the end of each such period. However, any settlement of ArcelorMittal Shares in connection with the Fourth Buy-Back Program will be postponed if such settlement would cause the Trustee to hold less than one-third of all the voting rights of ArcelorMittal (including those connected with the ArcelorMittal Shares held in treasury by or on behalf of ArcelorMittal or the subsidiaries of ArcelorMittal).
The foregoing summary of the Share Repurchase Agreement, the First Amendment Agreement and the Second Amendment Agreement are qualified by references to the full text of the Share Repurchase Agreement, the First Amendment Agreement and the Second Amendment Agreement, copies of which are included as Exhibit 8, Exhibit 9 and Exhibit 10, respectively, to this Fifteenth Amendment and which are incorporated herein by reference.
| Item 7. | Material to be Filed as Exhibits |
EXHIBIT INDEX
Exhibit |
Description | ||
| 1* | Shareholder’s Agreement, dated as of August 13, 1997, among Ispat International N.V., LNM Holdings S.L. and Mr. Lakshmi N. Mittal. | ||
| 2** | Memorandum of Understanding, dated June 25, 2006, between Arcelor S.A., Mittal Steel Company N.V. and Mr. Lakshmi N. Mittal and Mrs. Usha Mittal acting directly and through Mittal Investments S.à r.l. and ISPAT International Investments S.L. | ||
| 3*** | Form 6-K of ArcelorMittal, dated April 17, 2008, describing certain amendments to the Memorandum of Understanding entered into in the context of the offer of Mittal Steel for Arcelor. | ||
| 4**** | Platinum Settlement Trust Deed among Lakshmi N. Mittal and Usha Mittal as the settlors and HSBC Trustee (C.I.) Limited as trustee, dated June 18, 2010. | ||
| 5**** | Articles of Association of Grandel Limited. | ||
| 6***** | Joint Filing Agreement, dated as of January 11, 2013, among Mr. Lakshmi N. Mittal, Mrs. Usha Mittal, Lumen Investments S.à r.l., Grandel Limited, Nuavam Investments S.à r.l. and HSBC Trustee (C.I.) Limited. | ||
| 7****** | Prospectus Supplement of ArcelorMittal, dated May 11, 2020. | ||
| 8******* | Share Repurchase Agreement, dated as of February 12, 2021, between ArcelorMittal and Lumen Investments S.à r.l.. | ||
| 9******** | First Amendment Agreement, dated as of June 21, 2021, between ArcelorMittal and Lumen Investments S.à r.l.. | ||
| 10 | Second Amendment Agreement, dated as of July 30, 2021, between ArcelorMittal and Lumen Investments S.à r.l. (filed herewith). | ||
| * | Previously filed as an Exhibit to the Schedule 13D filed with the Commission on December 27, 2004. | ||
| ** | Incorporated by reference to Exhibit 99.1 of Mittal Steel Company N.V.’s Form 6-K furnished to the Commission on June 29, 2006. | ||
| *** | Incorporated by reference to Form 6-K of ArcelorMittal furnished to the Commission on April 17, 2008. | ||
| **** | Previously filed as an Exhibit to the Schedule 13D/A (Amendment No. 6) filed with the Commission on June 23, 2010. | ||
| ***** | Previously filed as an Exhibit to the Schedule 13D/A (Amendment No. 7) filed with the Commission on January 11, 2013. | ||
| ****** | Incorporated by reference to the SEC filing pursuant to Securities Act Rule 424(b)(5) by the Company on May 13, 2020. | ||
| ******* | Previously filed as an Exhibit to the Schedule 13D (Amendment No. 13) filed with the Commission on February 16, 2021. | ||
| ******** | Previously filed as an Exhibit to the Schedule 13D (Amendment No. 14) filed with the Commission on June 22, 2021. | ||
SIGNATURES
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.
Dated: August 2, 2021
| /s/ Lakshmi N. Mittal | |
| Lakshmi N. Mittal | |
| /s/ Usha Mittal | |
| Usha Mittal | |
| HSBC TRUSTEE (C.I.) LIMITED | |
| /s/ Elaine Connor | |
| Name: Elaine Connor | |
| Title: Authorised Signatory | |
| /s/ Anthony Medder | |
| Name: Anthony Medder | |
| Title: Authorised Signatory | |
| GRANDEL LIMITED | |
| /s/ Matthew Torres | |
| Name: Matthew Torres | |
| Title: Director | |
| /s/ Michael Castiel | |
| Name: Michael Castiel | |
| Title: Director | |
| Lumen Investments S.À r.l. | |
| /s/ Francesca Scavino | |
| Name: Francesca Scavino | |
| Title: Class A Manager | |
| /s/ Francois-Xavier Goossens | |
| Name: Francois-Xavier Goossens | |
| Title: Class A Manager | |
| NUAVAM INVESTMENTS S.À R.L. | |
| /s/ Francesca Scavino | |
| Name: Francesca Scavino | |
| Title: Class A Manager | |
| /s/ Francois-Xavier Goossens | |
| Name: Francois-Xavier Goossens | |
| Title: Class A Manager | |
SCHEDULE B
ADDITIONAL INFORMATION CONCERNING GRANDEL LIMITED
| Name | Business Address | Present Principal Occupation or Employment | Name, Principal Business and Address of Principal Employment | Citizenship |
| Cheam Directors Limited | 57/63 Line Wall Road, Gibraltar | Corporate Director | Line Group Limited, Madison Building, Midtown, Gibraltar | Gibraltar |
| Stawell Services Limited | 57/63 Line Wall Road, Gibraltar | Corporate Director | Line Group Limited, Madison Building, Midtown, Gibraltar | Gibraltar |
| Stawell Investments Limited | 57/63 Line Wall Road, Gibraltar | Corporate Director | Line Group Limited, Madison Building, Midtown, Gibraltar | Gibraltar |
| Michael Castiel | 57/63 Line Wall Road, Gibraltar | Lawyer (Consultant) | Hassans, International Law Firm, Madison Building, Midtown, Gibraltar | British |
|
Matthew Torres |
57/63 Line Wall Road, Gibraltar |
Lawyer |
Hassans, International Law Firm, Madison Building, Midtown, Gibraltar | British |
SCHEDULE C
ADDITIONAL INFORMATION CONCERNING LUMEN INVESTMENTS S.À R.L.
| Name | Business Address | Present Principal Occupation or Employment | Name, Principal Business and Address of Principal Employment | Citizenship |
| Franck DECONINCK | 6, Rue Eugene Ruppert, L-2453 Luxembourg | Client Director |
Intertrust (Luxembourg) S.a r.l., Trust Services 6, Rue Eugene Ruppert, L-2453 Luxembourg |
France |
| Georges SCHEUER | 6, Rue Eugene Ruppert, L-2453 Luxembourg | General Manager |
Intertrust (Luxembourg) S.a r.l., Trust Services 6, Rue Eugene Ruppert, L-2453 Luxembourg |
Luxembourg |
| François-Xavier GOOSSENS | 6, Rue Eugene Ruppert, L-2453 Luxembourg | Executive Director |
Intertrust (Luxembourg) S.a r.l., Trust Services 6, Rue Eugene Ruppert, L-2453 Luxembourg |
Belgium |
| Evdokia POTOLIA | 6, Rue Eugene Ruppert, L-2453 Luxembourg | Manager Legal & Corporate Services |
Intertrust (Luxembourg) S.a r.l., Trust Services 6, Rue Eugene Ruppert, L-2453 Luxembourg |
Greece |
| Francesca SCAVINO | 6, Rue Eugene Ruppert, L-2453 Luxembourg |
Manager Legal & Corporate Services |
Intertrust (Luxembourg) S.a r.l., Trust Services 6, Rue Eugene Ruppert, L-2453 Luxembourg |
Italy |
| Aditya MITTAL |
7th Floor, Berkeley Square House, Berkeley Square London W1J 6DA United Kingdom |
Chief Executive Officer | ArcelorMittal, 24-26, Boulevard d’Avranches, L-1160 Luxembourg Luxembourg | India |
| Vanisha MITTAL BHATIA |
7th Floor, Berkeley Square House, Berkeley Square London W1J 6DA United Kingdom |
Director | ArcelorMittal, 24-26, Boulevard d’Avranches, L-1160 Luxembourg | India |
SCHEDULE D
ADDITIONAL INFORMATION CONCERNING NUAVAM INVESTMENTS S.À R.L
| Name | Business Address | Present Principal Occupation or Employment | Name, Principal Business and Address of Principal Employment | Citizenship |
| Franck DECONINCK | 6, Rue Eugene Ruppert, L-2453 Luxembourg | Client Director |
Intertrust (Luxembourg) S.a r.l., Trust Services 6, Rue Eugene Ruppert, L-2453 Luxembourg |
France |
| Georges SCHEUER | 6, Rue Eugene Ruppert, L- 2453 Luxembourg | General Manager |
Intertrust (Luxembourg) S.a r.l., Trust Services 6, Rue Eugene Ruppert, L-2453 Luxembourg |
Luxembourg |
| François-Xavier GOOSSENS | 6, Rue Eugene Ruppert, L- 2453 Luxembourg | Executive Director |
Intertrust (Luxembourg) S.a r.l., Trust Services 6, Rue Eugene Ruppert, L-2453 Luxembourg |
Belgium |
| Evdokia POTOLIA | 6, Rue Eugene Ruppert, L- 2453 Luxembourg | Manager Legal & Corporate Services |
Intertrust (Luxembourg) S.a r.l., Trust Services 6, Rue Eugene Ruppert, L-2453 Luxembourg |
Greece |
| Francesca SCAVINO | 6, Rue Eugene Ruppert, L- 2453 Luxembourg | Manager Legal & Corporate Services |
Intertrust (Luxembourg) S.a r.l., Trust Services 6, Rue Eugene Ruppert, L-2453 Luxembourg |
Italy |
| Aditya MITTAL |
7th Floor, Berkeley Square House, Berkeley Square London W1J 6DA United Kingdom |
Chief Executive Officer | ArcelorMittal, 24-26, Boulevard d’Avranches, L-1160 Luxembourg | India |
| Vanisha MITTAL BHATIA |
7th Floor, Berkeley Square House, Berkeley Square London W1J 6DA United Kingdom |
Director | ArcelorMittal, 24-26, Boulevard d’Avranches, L-1160 Luxembourg | India |