Sec Form 13G Filing - Exor N.V. filing for Weatherford International plc (WFRD) - 2023-05-02

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.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

 

 

Weatherford International PLC

(Name of Issuer)

Ordinary Shares, par value $0.001 per share

(Title of Class of Securities)

G48833118

(CUSIP Number)

February 8, 2023

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

 

*

The 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 the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP No. G48833118

 

  1.    

  Names of Reporting Persons.

 

  Giovanni Agnelli B.V.

  2.  

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

 

  3.  

  SEC Use Only

 

  4.  

  Citizenship or Place of Organization

 

  The Netherlands

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

   5.    

  Sole Voting Power:

 

  3,409,104

   6.  

  Shared Voting Power:

 

  0

   7.  

  Sole Dispositive Power:

 

  3,409,104

   8.  

  Shared Dispositive Power:

 

  0

  9.    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  3,409,104

10.  

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

  ☐

11.  

  Percent of Class Represented by Amount in Row (9)

 

  4.73%*

12.  

  Type of Reporting Person (See Instructions)

 

  HC, CO

 

*

Based on 72,064,267 ordinary shares outstanding at April 20, 2023 as reported in the Issuer’s quarterly report on Form 10-Q for the period ended March 31, 2023, filed with the Securities and Exchange Commission (“SEC”) on April 26, 2023.

 

Page 2 of 9 pages


CUSIP No. G48833118

 

  1.    

  Names of Reporting Persons.

 

  Exor N.V.

  2.  

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

 

  3.  

  SEC Use Only

 

  4.  

  Citizenship or Place of Organization

 

  The Netherlands

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

   5.    

  Sole Voting Power:

 

  3,409,104

   6.  

  Shared Voting Power:

 

  0

   7.  

  Sole Dispositive Power:

 

  3,409,104

   8.  

  Shared Dispositive Power:

 

  0

  9.    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  3,409,104

10.  

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

  ☐

11.  

  Percent of Class Represented by Amount in Row (9)

 

  4.73%*

12.  

  Type of Reporting Person (See Instructions)

 

  HC, CO

 

*

Based on 72,064,267 ordinary shares outstanding at April 20, 2023 as reported in the Issuer’s quarterly report on Form 10-Q for the period ended March 31, 2023, filed with the SEC on April 26, 2023.

 

Page 3 of 9 pages


CUSIP No. G48833118

 

  1.    

  Names of Reporting Persons.

 

  Exor Investments Limited

  2.  

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

 

  3.  

  SEC Use Only

 

  4.  

  Citizenship or Place of Organization

 

  United Kingdom

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

   5.    

  Sole Voting Power:

 

  3,409,104

   6.  

  Shared Voting Power:

 

  0

   7.  

  Sole Dispositive Power:

 

  3,409,104

   8.  

  Shared Dispositive Power:

 

  0

  9.    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  3,409,104

10.  

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

  ☐

11.  

  Percent of Class Represented by Amount in Row (9)

 

  4.73%*

12.  

  Type of Reporting Person (See Instructions)

 

  CO, FI

 

*

Based on 72,064,267 ordinary shares outstanding at April 20, 2023 as reported in the Issuer’s quarterly report on Form 10-Q for the period ended March 31, 2023, filed with the SEC on April 26, 2023.

 

Page 4 of 9 pages


CUSIP No. G48833118

 

  1.    

  Names of Reporting Persons.

 

  Exor Capital LLP

  2.  

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

 

  3.  

  SEC Use Only

 

  4.  

  Citizenship or Place of Organization

 

  United Kingdom

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

   5.    

  Sole Voting Power:

 

  3,409,104

   6.  

  Shared Voting Power:

 

  0

   7.  

  Sole Dispositive Power:

 

  3,409,104

   8.  

  Shared Dispositive Power:

 

  0

  9.    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  3,409,104

10.  

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

  ☐

11.  

  Percent of Class Represented by Amount in Row (9)

 

  4.73%*

12.  

  Type of Reporting Person (See Instructions)

 

  PN, FI

 

*

Based on 72,064,267 ordinary shares outstanding at April 20, 2023 as reported in the Issuer’s quarterly report on Form 10-Q for the period ended March 31, 2023, filed with the SEC on April 26, 2023.

 

Page 5 of 9 pages


Item 1.

 

  (a)

Name of Issuer:

Weatherford International PLC

 

  (b)

Address of Issuer’s Principal Executive Offices

2000 St. James Place

Houston, Texas 77056

United States

 

Item 2.

 

  (a)

Name of Person Filing

Giovanni Agnelli B.V.

Exor N.V.

Exor Investments Limited

Exor Capital LLP

Exor Capital LLP, which acquired the securities being reported on, is 99.7% owned by Exor Investments Limited. Exor Investments Limited is a wholly owned subsidiary of Exor N.V., which in turn is controlled by Giovanni Agnelli B.V.

 

  (b)

Address of Principal Business Office or, if none, Residence

Giovanni Agnelli B.V.

Gustav Mahlerplein 25

Amsterdam, 1082 MS

The Netherlands

Exor N.V.

Gustav Mahlerplein 25

Amsterdam, 1082 MS

The Netherlands

Exor Investments Limited

28 Headfort Place

London, SW1X 7DH

United Kingdom

Exor Capital LLP

28 Headfort Place

London, SW1X 7DH

United Kingdom

 

  (c)

Citizenship

Giovanni Agnelli B.V. – the Netherlands

Exor N.V. – the Netherlands

Exor Investments Limited – United Kingdom

Exor Capital LLP – United Kingdom

 

Page 6 of 9 pages


  (d)

Title of Class of Securities

Ordinary Shares, par value $0.001 per share

 

  (e)

CUSIP Number

G48833118

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.

 

Item 4.

Ownership.

 

  (a)

Amount beneficially owned:

See the responses to Item 9 on the attached cover pages.

 

  (b)

Percent of class:

See the responses to Item 11 on the attached cover pages.

 

  (c)

Number of shares as to which the person has:

 

  (i)

Sole power to vote or to direct the vote

See the responses to Item 5 on the attached cover pages.

 

  (ii)

Shared power to vote or to direct the vote

See the responses to Item 6 on the attached cover pages.

 

  (iii)

Sole power to dispose or to direct the disposition of

See the responses to Item 7 on the attached cover pages.

 

  (iv)

Shared power to dispose or to direct the disposition of

See the responses to Item 8 on the attached cover pages.

 

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

See Item 2.

 

Item 8.

Identification and Classification of Members of the Group.

Not Applicable

 

Item 9.

Notice of Dissolution of Group.

Not Applicable

 

Page 7 of 9 pages


Item 10.

Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

 

Page 8 of 9 pages


SIGNATURE

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

Date: May 2, 2023

 

Giovanni Agnelli B.V.
By  

/s/ Guido de Boer

Name:   Guido de Boer
Title:   Authorised Signatory
Exor N.V.
By  

/s/ Guido de Boer

Name:   Guido de Boer
Title:   Chief Financial Officer
Exor Investments Limited
By  

/s/ Guido de Boer

Name:   Guido de Boer
Title:   Director
Exor Capital LLP
By  

/s/ Enrico Vellano

Name:   Enrico Vellano
Title:   Co-CEO

 

Page 9 of 9 pages