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
(Amendment No. 1)*
Under the Securities Exchange Act of 1934
Cazoo Group Ltd
(Name of Issuer)
Class A Ordinary Shares, par value $0.0001 per share
(Title of Class of Securities)
G2007L105
(CUSIP Number)
December 31, 2022
(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 (the “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. G2007L105 | SCHEDULE 13G | Page 2 of 14 |
| 1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Mubadala Investment Company PJSC | |||
| 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 Emirate of Abu Dhabi, United Arab Emirates | |||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER Not applicable | ||
| 6 |
SHARED VOTING POWER 24,559,106 | |||
| 7 |
SOLE DISPOSITIVE POWER Not applicable | |||
| 8 |
SHARED DISPOSITIVE POWER 24,559,106 | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 24,559,106 | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | ☐ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.2% (1) | |||
| 12 |
TYPE OF REPORTING PERSON (See Instructions) CO | |||
|
(1)
|
The information set forth herein regarding percentages of beneficial ownership is based upon (i) information obtained from the Issuer regarding the 767,959,326 Class A Shares outstanding as of November 25, 2022, as reported on the Issuer’s Registration Statement on Form S-8 filed with the SEC on November 30, 2022, and (ii) 10,000,000 2.00% Convertible Senior Notes due 2027 (the “Convertible Notes”) that the Reporting Persons currently have the right to acquire within 60 days upon conversion of the Convertible Notes. |
| CUSIP No. G2007L105 | SCHEDULE 13G | Page 3 of 14 |
| 1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Mamoura Diversified Global Holdings PJSC | |||
| 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 Emirate of Abu Dhabi, United Arab Emirates | |||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER Not applicable | ||
| 6 |
SHARED VOTING POWER 24,559,106 | |||
| 7 |
SOLE DISPOSITIVE POWER Not applicable | |||
| 8 |
SHARED DISPOSITIVE POWER 24,559,106 | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 24,559,106 | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | ☐ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.2% (2) | |||
| 12 |
TYPE OF REPORTING PERSON (See Instructions) CO | |||
|
(2)
|
The information set forth herein regarding percentages of beneficial ownership is based upon (i) information obtained from the Issuer regarding the 767,959,326 Class A Shares outstanding as of November 25, 2022, as reported on the Issuer’s Registration Statement on Form S-8 filed with the SEC on November 30, 2022, and (ii) 10,000,000 Convertible Notes that the Reporting Persons currently have the right to acquire within 60 days upon conversion of the Convertible Notes.. |
| CUSIP No. G2007L105 | SCHEDULE 13G | Page 4 of 14 | ||||||
| 1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 94th Investment Company LLC |
|||||||
| 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 Emirate of Abu Dhabi, United Arab Emirates |
|||||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER Not applicable |
||||||
| 6 |
SHARED VOTING POWER 14,559,106 |
|||||||
| 7 |
SOLE DISPOSITIVE POWER Not applicable |
|||||||
| 8 |
SHARED DISPOSITIVE POWER 14,559,106 |
|||||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,559,106 |
|||||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | ☐ | ||||||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.9% (3) |
|||||||
| 12 |
TYPE OF REPORTING PERSON (See Instructions) CO |
|||||||
| (3) | The information set forth herein regarding percentages of beneficial ownership is based upon information obtained from the Issuer regarding the 767,959,326 Class A Shares outstanding as of November 25, 2022, as reported on the Issuer’s Registration Statement on Form S-8 filed with the SEC on November 30, 2022. |
| CUSIP No. G2007L105 | SCHEDULE 13G | Page 5 of 14 | |||||
| 1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) MIC Capital Management 38 RSC Ltd. |
||||||
| 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 Emirate of Abu Dhabi, United Arab Emirates |
||||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER Not applicable |
|||||
| 6 |
SHARED VOTING POWER 10,000,000 |
||||||
| 7 |
SOLE DISPOSITIVE POWER Not applicable |
||||||
| 8 |
SHARED DISPOSITIVE POWER 10,000,000 |
||||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,000,000 |
||||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | ☐ | |||||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.3% (4) |
||||||
| 12 |
TYPE OF REPORTING PERSON (See Instructions) CO |
||||||
| (4) | The information set forth herein regarding percentages of beneficial ownership is based upon (i) information obtained from the Issuer regarding the 767,959,326 Class A Shares outstanding as of November 25, 2022, as reported on the Issuer’s Registration Statement on Form S-8 filed with the SEC on November 30, 2022, and (ii) 10,000,000 Convertible Notes that the Reporting Persons currently have the right to acquire within 60 days upon conversion of the Convertible Notes. |
| CUSIP No. G2007L105 | SCHEDULE 13G | Page 6 of 14 |
| 1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) MIC Capital Partners Management UK 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 Not applicable | ||
| 6 |
SHARED VOTING POWER 30,197,618 | |||
| 7 |
SOLE DISPOSITIVE POWER Not applicable | |||
| 8 |
SHARED DISPOSITIVE POWER 30,197,618 | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 30,197,618 | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | ☐ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.9% (5) | |||
| 12 |
TYPE OF REPORTING PERSON (See Instructions) IA | |||
| (5) | The information set forth herein regarding percentages of beneficial ownership is based upon information obtained from the Issuer regarding the 767,959,326 Class A Shares outstanding as of November 25, 2022, as reported on the Issuer’s Registration Statement on Form S-8 filed with the SEC on November 30, 2022. |
| CUSIP No. G2007L105 | SCHEDULE 13G | Page 7 of 14 |
| 1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) MIC Capital Partners (Ventures) Europe Parallel (Luxembourg) Aggregator SCSp | |||
| 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 Luxembourg | |||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER Not applicable | ||
| 6 |
SHARED VOTING POWER 22,694,555 | |||
| 7 |
SOLE DISPOSITIVE POWER Not applicable | |||
| 8 |
SHARED DISPOSITIVE POWER 22,694,555 | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,694,555 | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | ☐ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.0% (6) | |||
| 12 |
TYPE OF REPORTING PERSON (See Instructions) OO | |||
| (6) | The information set forth herein regarding percentages of beneficial ownership is based upon information obtained from the Issuer regarding the 767,959,326 Class A Shares outstanding as of November 25, 2022, as reported on the Issuer’s Registration Statement on Form S-8 filed with the SEC on November 30, 2022. |
| CUSIP No. G2007L105 | SCHEDULE 13G | Page 8 of 14 |
| 1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) MIC Capital Partners (Public) Parallel Cayman, LP |
|||||||
| 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 Cayman Islands |
|||||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER Not applicable |
||||||
| 6 |
SHARED VOTING POWER 7,503,063 |
|||||||
| 7 |
SOLE DISPOSITIVE POWER Not applicable |
|||||||
| 8 |
SHARED DISPOSITIVE P OWER 7,503,063 |
|||||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,503,063 |
|||||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | ☐ | ||||||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.0% (7) |
|||||||
| 12 |
TYPE OF REPORTING PERSON (See Instructions) PN |
|||||||
| (7) | The information set forth herein regarding percentages of beneficial ownership is based upon information obtained from the Issuer regarding the 767,959,326 Class A Shares outstanding as of November 25, 2022, as reported on the Issuer’s Registration Statement on Form S-8 filed with the SEC on November 30, 2022. |
| CUSIP No. G2007L105 | SCHEDULE 13G | Page 9 of 14 |
Item 1.
| (a) | Name of Issuer: |
| Cazoo Group Ltd. (the “Issuer”) |
| (b) | Address of Issuer’s Principal Executive Offices: |
| 41 Chalton Street, London, NW1 1JD, United Kingdom |
Item 2.
| (a) | Name of Person Filing: |
| (i) | Mubadala Investment Company PJSC |
|
(ii) (iii) (iv) (v) (vi) (vii) |
Mamoura Diversified Global Holdings PJSC 94th Investment Company LLC MIC Capital Management 38 RSC Ltd. MIC Capital Management UK LLP MIC Capital Partners (Ventures) Europe Parallel (Luxembourg) Aggregator SCSp MIC Capital Partners (Public) Parallel Cayman, LP
|
| (b) | Address of Principal Business Office or, if none, Residence: |
|
(i) (ii) (iii) (iv) (v) (vi) (vii) |
Mamoura A Buildings Abu Dhabi, 45005 United Arab Emirates Mamoura A Buildings Abu Dhabi, 45005 United Arab Emirates 2462ResCowork01, 24th Floor, Al Sila Tower, Abu Dhabi Global Market Square, Al Maryah Island, Abu Dhabi, United Arab Emirates PO Box 45005 Muroor Road, Abu Dhabi, United Arab Emirates Floor 7, 25 Berkeley Square, London, United Kingdom 19 Rue de Bitbourg, L-1273 Luxembourg, Grand Duchy of Luxembourg Maples Corporate Services Limited, PO Box 309, Ugland House Grand Cayman, Cayman Islands KY1-1104 |
| (c) | Citizenship: |
| Please refer to Item 4 on each cover page for each Reporting Person. |
| (d) | Title of Class of Securities: |
| Class A Ordinary Shares, par value $0.0001 per share (“Class A Ordinary Shares”) |
| (e) | CUSIP Number: |
| G2007L105 |
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: The responses of the Reporting Persons to Rows (5) through (11) of the cover pages of this Statement are incorporated herein by reference. |
| (b) | Percent of Class: The responses of the Reporting Persons to Row (11) of the cover pages of this Statement are incorporated herein by reference. |
| (c) | Number of shares as to which the person has: The responses of the Reporting Persons to Rows (5) through (8) of the cover pages of this Statement are incorporated herein by reference. |
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
| CUSIP No. G2007L105 | SCHEDULE 13G | Page 10 of 14 |
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Member of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were 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.
| CUSIP No. G2007L105 | SCHEDULE 13G | Page 11 of 14 |
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.
| Mubadala Investment Company PJSC | ||
| February 14, 2023 | ||
| Date | ||
| /s/ Samer Halawa | ||
| Signature | ||
| Samer Halawa /Chief Legal Officer | ||
| Name/Title | ||
| Mamoura Diversified Global Holdings PJSC | ||
| February 14, 2023 | ||
| Date | ||
| /s/ Samer Halawa | ||
| Signature | ||
| Samer Halawa /Chief Legal Officer | ||
| Name/Title | ||
| 94th Investment Company LLC | ||
| February 14, 2023 | ||
| Date | ||
| /s/ Samer Halawa | ||
| Signature | ||
MIC Capital Management 38 RSC Ltd. |
||
| February 14, 2023 | ||
| Date | ||
| /s/ Samer Halawa | ||
| Signature | ||
Samer Halawa/Chief Legal Officer |
||
| Name/Title | ||
| M IC Capital Management UK LLP | ||
| February 14, 2023 | ||
| Date | ||
| /s/ Rodney Cannon | ||
| Signature | ||
| Rodney Cannon, General Counsel | ||
| Name/Title | ||
| MIC Capital Partners (Ventures) Europe Parallel (Luxembourg) Aggregator SCSp | ||
| February 14, 2023 | ||
| Date | ||
| /s/ Rodney Cannon | ||
| Signature | ||
| Rodney Cannon, Manager | ||
| Name/Title |
| CUSIP No. G2007L105 | SCHEDULE 13G | Page 12 of 14 |
| MIC Capital Partners (Public) Parallel Cayman, LP | ||
| February 14, 2023 | ||
| Date | ||
| /s/ Rodney Cannon | ||
| Signature | ||
| Rodney Cannon /Manager | ||
| Name/Title | ||
| CUSIP No. G2007L105 | SCHEDULE 113G | Page 13 of 14 |
AGREEMENT OF JOINT FILING
Pursuant to Rule 13d-1(k)(1) of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, each of the undersigned agrees that the statement on Schedule 13G filed herewith shall be filed on behalf of each of the undersigned.
| Mubadala Investment Company PJSC | ||
| February 14, 2023 | ||
| Date | ||
| /s/ Samer Halawa | ||
| Signature | ||
| Samer Halawa /Chief Legal Officer | ||
| Name/Title | ||
| Mamoura Diversified Global Holdings PJSC | ||
| February 14, 2023 | ||
| Date | ||
| /s/ Samer Halawa | ||
| Signature | ||
| Samer Halawa /Chief Legal Officer | ||
| Name/Title | ||
|
94th Investment Company LLC |
||
| February 14, 2023 | ||
| Date | ||
| /s/ Samer Halawa | ||
| Signature | ||
| Samer Halawa /Chief Legal Officer | ||
| Name/Title | ||
MIC Capital Management 38 RSC Ltd. |
||
| February 14, 2023 | ||
| Date | ||
| /s/ Samer Halawa | ||
| Signature | ||
Samer Halawa /Chief Legal Officer |
||
| Name/Title | ||
| MIC Capital Management UK LLP | ||
| February 14, 2023 | ||
| Date | ||
| /s/ Rodney Cannon | ||
| Signature | ||
| Rodney Cannon, General Counsel | ||
| Name/Title | ||
| MIC Capital Partners (Ventures) Europe Parallel (Luxembourg) Aggregator SCSp | ||
| February 14, 2023 | ||
| Date | ||
| /s/ Rodney Cannon | ||
| Signature | ||
| Rodney Cannon, Manager | ||
| Name/Title |
| CUSIP No. G2007L105 | Schedule 13G | Page 14 of 14 |
| MIC Capital Partners (Public) Parallel Cayman, LP | ||
| February 14, 2023 | ||
| Date | ||
| /s/ Rodney Cannon | ||
| Signature | ||
| Rodney Cannon /Manager | ||
| Name/Title |