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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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Trinity Biotech plc
(Name of Issuer)
Class ‘A’ Ordinary Shares represented by American Depositary Shares
(Title of Class of Securities)
896438306
(CUSIP Number)
December 31, 2020
(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)
[x] 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 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).
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1.
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NAMES OF REPORTING PERSONS
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Whitefort Capital Master Fund, LP
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [ ]
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(b) [ ]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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5.
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SOLE VOTING POWER
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0
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6.
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SHARED VOTING POWER
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585,570 (1)
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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585,570 (1)
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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585,570 (1)
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] |
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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2.8% (2)
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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(1) Includes 319,978 American Depositary Shares issuable upon conversion of amounts outstanding under the Issuer’s 4.00%
Notes due 2045 that are held by Whitefort Capital Master Fund, LP (the “Notes”). Each American Depositary Share reported on this Amendment No. 1 to Schedule 13G represents four Class ‘A’ Ordinary Shares.
(2) Based on 20,901,703 American Depositary Shares outstanding. Each American Depositary Share reported on this Amendment No. 1 to Schedule 13G
represents four Class ‘A’ Ordinary Shares.
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1.
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NAMES OF REPORTING PERSONS
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Whitefort Capital Management, LP
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [ ]
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(b) [ ]
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3.
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SEC USE
ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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5.
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SOLE VOTING POWER
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0
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6.
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SHARED VOTING POWER
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585,570 (1)
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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585,570 (1)
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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585,570 (1)
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] |
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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2.8% (2)
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN, IA
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(1) Includes 319,978 American Depositary Shares issuable upon conversion of amounts outstanding under the Notes. Each
American Depositary Share reported on this Amendment No. 1 to Schedule 13G represents four Class ‘A’ Ordinary Shares.
(2) Based on 20,901,703 American Depositary Shares outstanding. Each American Depositary Share reported on this Amendment No.
1 to Schedule 13G represents four Class ‘A’ Ordinary Shares.
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1.
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NAMES OF REPORTING PERSONS
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David Salanic
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [ ]
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(b) [ ]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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France
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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5.
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SOLE VOTING POWER
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0
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6.
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SHARED VOTING POWER
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585,570 (1)
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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| 585,570 (1) | |
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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585,570 (1)
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] |
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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2.8% (2)
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN, HC
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(1) Includes 319,978 American Depositary Shares issuable upon conversion of amounts outstanding under the Notes. Each American
Depositary Share reported on this Amendment No. 1 to Schedule 13G represents four Class ‘A’ Ordinary Shares.
(2) Based on 20,901,703 American Depositary Shares outstanding. Each American Depositary Share reported on this Amendment No. 1
to Schedule 13G represents four Class ‘A’ Ordinary Shares.
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1.
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NAMES OF REPORTING PERSONS
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Joseph Kaplan
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [ ]
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(b) [ ]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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5.
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SOLE VOTING POWER
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0
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6.
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SHARED VOTING POWER
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585,570(1)
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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585,570 (1)
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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585,570 (1)
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] |
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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2.8% (2)
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN, HC
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(1) Includes 319,978 American Depositary Shares issuable upon conversion of amounts outstanding under the Notes. Each American
Depositary Share reported on this Amendment No. 1 to Schedule 13G represents four Class ‘A’ Ordinary Shares.
(2) Based on 20,901,703 American Depositary Shares outstanding. Each American Depositary Share reported on this Amendment No. 1
to Schedule 13G represents four Class ‘A’ Ordinary Shares.
| Item 1(a). |
Name of Issuer:
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Trinity Biotech plc (“Issuer”)
| Item 1(b). |
Address of Issuer’s Principal Executive Offices:
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IDA Business Park, Bray, County Wicklow, Ireland, A98 H5C8
| Item 2(a). |
Name of Persons Filing:
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The names of the persons filing this statement on Amendment No. 1 to Schedule 13G are (collectively, the “Reporting
Persons”):
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•
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Whitefort Capital Master Fund, LP, a Cayman Islands exempted limited partnership (the “Master Fund”);
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•
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Whitefort Capital Management, LP, a Delaware limited partnership (“Whitefort Management”);
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•
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David Salanic, a French citizen (“Mr. Salanic”); and
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•
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Joseph Kaplan, a United States citizen (“Mr. Kaplan”).
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Whitefort Management acts as the investment manager of the Master Fund. Each of Mr. Salanic and Mr. Kaplan is a
Co-Managing Partner of Whitefort Management.
By virtue of these relationships, each of Whitefort Management, Mr. Salanic and Mr. Kaplan may be deemed to have
voting and dispositive power with respect to the Class A Ordinary Shares (as defined below) owned by the Master Fund.
| Item 2(b). |
Address of Principal Business Office or, if None, Residence:
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The principal business address of each of the Reporting Persons is 780 Third Avenue, 26th Floor, New
York, New York 10017.
| Item 2(c). |
Citizenship:
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Mr. Salanic is a citizen of France.
Mr. Kaplan is a citizen of the United States.
The Master Fund is a limited partnership formed under the laws of the Cayman Islands.
Whitefort Management is a limited partnership formed under the laws of the State of Delaware.
| Item 2(d). |
Title of Class of Securities:
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Class ‘A’ Ordinary Shares, par value US$0.0109 (the “Class ‘A’ Ordinary Shares”) (held through American Depositary
Shares of the Issuer, each representing four Class ‘A’ Ordinary Shares).
| Item 2(e). |
CUSIP Number:
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896438306
| Item 3. |
If This Statement is Filed Pursuant to Rule 13d 1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
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(a)
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[ ]
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Broker or dealer registered under Section 15 of the Exchange Act.
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(b)
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[ ]
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Bank as defined in Section 3(a)(6) of the Exchange Act.
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(c)
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[ ]
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Insurance company defined in Section 3(a)(19) of the Exchange Act.
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(d)
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[ ]
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Investment company registered under Section 8 of the Investment Company Act.
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(e)
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[ ]
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Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
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(f)
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[ ]
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Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
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(g)
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[ ]
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Parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
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(h)
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[ ]
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Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
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(i)
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[ ]
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Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
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(j)
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[ ]
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Non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J).
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(k)
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[ ]
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Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please
specify the typ
e of institution: ____
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Item 4. Ownership.
| (a) |
Amount beneficially owned:
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As of the close of business on December 31, 2020,
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(i)
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The Master Fund owned 585,570 American Depositary Shares, each representing four Class ‘A’ Ordinary Shares;
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(ii)
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Whitefort Management, as the investment manager of the Master Fund, may be deemed to have beneficially owned the 585,570 American Depositary
Shares owned by the Master Fund, each representing four Class ‘A’ Ordinary Shares.
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(iii)
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Mr. Salanic, as a Co-Managing Partner of Whitefort Management, may be deemed to have beneficially owned the 585,570 American Depositary Shares
owned the Master Fund, each representing four Class ‘A’ Ordinary Shares.
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(iv)
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Mr. Kaplan, as a Co-Managing Partner of Whitefort Management, may be deemed to have beneficially owned the 585,570 American Depositary Shares
owned by the Master Fund, each representing four Class ‘A’ Ordinary Shares.
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| (b) |
Percent of Class:
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The percentage of American Depositary Shares reported owned by each person named herein is based upon 20,901,703
shares of American Depositary Shares outstanding as of December 31, 2019, as reported by the Issuer on its Form 20-F filed with the Securities and Exchange Commission on June 15, 2020. As of the close of business on December 31, 2020, each of the
Reporting Persons may be deemed to beneficially own 2.8% of the outstanding shares of American Depositary Shares. The amounts of securities reported as beneficially owned on this Schedule 13G are the number of American Depositary Shares that may be
deemed to be beneficially owned by the Reporting Persons. Each American Depositary Share represents four of the Issuer’s Class ‘A’ Ordinary Shares.
| (c) |
Number of shares as to which such person has:
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| (i) |
Sole power to vote or to direct the vote:
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See Cover Pages Items 5-8.
| (ii) |
Shared power to vote or to direct the vote:
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See Cover Pages Items 5-8.
| (iii) |
Sole power to dispose or to direct the disposition:
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See Cover Pages Items 5-8.
| (iv) |
Shared power to dispose or to direct the disposition:
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See Cover Pages Items 5-8.
| Item 5. |
Ownership of Five Percent or Less of a Class.
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If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to
be the beneficial owner of more than five percent of the class of securities, check the following [X].
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person.
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Not applicable.
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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Not applicable.
| Item 8. |
Identification and Classification of Members of the Group.
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See Exhibit A to the Schedule 13G filed by the Reporting Persons on May 3, 2019.
| Item 9. |
Notice of Dissolution of Group.
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Not applicable.
| Item 10. |
Certification.
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By signing below each of the undersigned certifies that, to the best of his or its 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.
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the
information with respect to it set forth in this statement is true, complete, and correct.
Dated: February 16, 2021
WHITEFORT CAPITAL MASTER FUND, LP
By: Whitefort Capital GP, LLC, its general partner
By: /s/ David Salanic
David Salanic, Co-Managing Partner
By: /s/ Joseph Kaplan
Joseph Kaplan, Co-Managing Partner
WHITEFORT CAPITAL MANAGEMENT, LP
By: /s/ David Salanic
David Salanic, Co-Managing Partner
By: /s/ Joseph Kaplan
Joseph Kaplan, Co-Managing Partner
/s/ David Salanic
DAVID SALANIC
DAVID SALANIC
/s/ Joseph Kaplan
JOSEPH KAPLAN