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>>
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
|
Despegar.com, Corp. (Name of Issuer) |
Ordinary shares, no par value (Title of Class of Securities) |
G27358103 (CUSIP Number) |
Dan Reid, LCLA Daylight LP c/o Catterton Latin America Management, LLC, 30 Rockefeller Plaza, Suite 5405 New York, NY, 10112 (212) 600-2139 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/23/2024 (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.
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).
SCHEDULE 13D
|
| CUSIP No. | G27358103 |
| 1 |
Name of reporting person
LCLA Daylight LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,992,759.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
10.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | G27358103 |
| 1 |
Name of reporting person
CALA 2 Managers Ltd | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,992,759.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
10.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | G27358103 |
| 1 |
Name of reporting person
Scott A. Dahnke | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 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
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,992,759.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
10.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | G27358103 |
| 1 |
Name of reporting person
Dirk Donath | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 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
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,992,759.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
10.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary shares, no par value | |
| (b) | Name of Issuer:
Despegar.com, Corp. | |
| (c) | Address of Issuer's Principal Executive Offices:
Commerce House, 4th Floor, Wickhams Cay 1, Road Town, Tortola,
VIRGIN ISLANDS, BRITISH
, VG1110. | |
Item 1 Comment:
The Report on Schedule 13D relating to the ordinary shares, no par value (the "Ordinary Shares"), of Despegar.com, Corp., a British Virgin Islands corporation (the "Issuer"), initially filed with the Securities and Exchange Commission (the "SEC") on September 23, 2020, as amended and supplemented by the Amendment filed on June 17, 2024 (together, the "Schedule 13D") is amended and supplemented to include the information set forth in this Report on Schedule 13D/A (this "Amendment"). Information reported in the Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment. Capitalized terms not defined in this Amendment have the meanings given to such terms in the Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is amended and supplemented as follows:Merger AgreementOn December 23, 2024, the Issuer entered into an Agreement and Plan of Merger by and among MIH Internet Holdings B.V. ("Parent"), MIH Investments Merger Sub Limited and the Issuer (the "Merger Agreement"). Pursuant to the Merger Agreement, each Ordinary Share of the Issuer will be converted into the right to receive $19.50 per share in cash. The Issuer's outstanding Series A Preferred Shares, no par value per share (the "Series A Preferred Shares"), will be cancelled and converted into the right to receive payment of the amount due in accordance with their terms. Closing is subject to the approval of the Issuer's shareholders, the receipt of required regulatory clearances and other customary closing conditions.Voting AgreementIn connection with the Merger Agreement, on December 23, 2024, certain shareholders of the Issuer, including LCLA Daylight LP, entered into a Voting and Support Agreement with Parent pursuant to which LCLA Daylight LP agreed, among other things and subject to the terms and conditions of the Voting Agreement, to vote the Ordinary Shares and Series A Preferred Shares (the "Subject Shares") beneficially owned by such entity in favor of the approval and adoption of the Merger Agreement and the transactions contemplated therein. Additionally, pursuant to the Voting Agreement, LCLA Daylight LP and the other shareholders signatory thereto granted an irrevocable proxy appointing Parent as such shareholder's attorney-in-fact and proxy, with full power of substitution, for and in such shareholder's name, to vote, express consent or dissent, or otherwise utilize such voting power as Parent or its proxy or substitute shall, in Parent's sole discretion, deem proper with respect to the Subject Shares if such shareholder is unable to perform or otherwise does not perform its obligations under the Voting Agreement.The foregoing description of the Voting Agreement is qualified by reference to the Voting Agreement, a copy of which is attached hereto as Exhibit 1 and is incorporated by reference in this Item 4.The Voting Agreement may result in the Reporting Persons being deemed a "group" with Parent, the other shareholders signatory thereto, and their affiliates (collectively, the "Applicable Persons"). The Reporting Persons expressly disclaim beneficial ownership of any securities beneficially owned by the Applicable Persons and the existence of any such group. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of the Schedule 13D is hereby amended and restated to read as follows:The information set forth in Items 2, 3 and 4 is hereby incorporated by reference into this Item 5.The number and percentage of Ordinary Shares to which this Amendment relates is 7,992,759, constituting 10.3% of the Ordinary Shares outstanding. The percentage of beneficial ownership in this Amendment is calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended, and is based on an aggregate of 66,648,804 Ordinary Shares outstanding as of December 31, 2023 as reported by the Issuer in its Annual Report on Form 20-F for the fiscal year ended December 31, 2023. | |
| (b) | Each Reporting Person may be deemed to have the shared power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the Ordinary Shares reported herein. Messrs. Dahnke and Donath each disclaim beneficial ownership of any Ordinary Shares held of record or beneficially owned by LCLA Daylight or CALA2 Managers, except to the extent of any pecuniary interest therein. | |
| (c) | Other than as disclosed in Item 4 of this Amendment, none of the Reporting Persons has effected any transactions in the Common Stock during the past 60 days. | |
| (d) | No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Ordinary Shares reported herein. | |
| (e) | Not applicable. | |
| I tem 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information set forth in Item 4 is hereby incorporated by reference into this Item 6. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Voting and Support Agreement, dated December 23, 2024, by and among MIH Internet Holdings B.V. and the shareholders listed on Schedule A thereto. | ||
| 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.
|
|
|
|
|
|
|
|
|