Sec Form 13G Filing - Groen Jitse filing for JUST EAT TAKEAWAY COM N V (JTKWY) - 2023-02-13

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

□

Rule 13d-1(b)

□

Rule 13d-1(c)

⌧

Rule 13d-1(d)

CUSIP No. 48214T305

1

NAMES OF REPORTING PERSONS

Jitse Groen

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)☐
(b)☐

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Netherlands

NUMBER OF SHARES BENEFICIALLY OWNED BY
 EACH REPORTING
PERSON
WITH:

5

SOLE VOTING POWER

15,327,668.00     Ordinary Shares (1)(2)

6

SHARED VOTING POWER

0

7

SOLE DISPOSITIVE POWER

15,327,668.00     Ordinary Shares (1)(2)

8

SHARED DISPOSITIVE POWER

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

15,327,668.00Ordinary Shares (1)(2)

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

7.11% (3)

12

TYPE OF REPORTING PERSON

IN

__________________________

(1)  Shares are held indirectly through Gribhold B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid), with respect to which Mr. Groen is the holder of all shares.

(2)  Includes 15,327,668.00 Ordinary Shares and does not include (i) 23,995.00 options to purchase Ordinary Shares, (ii) 36,345.00 conditional options and (iii) 1,563.00 deferred stock units, which options and deferred stock units are not excerciseable or do not vest within 60 days of the filing date hereof.

(3)  Percentage ownership based on 215,966,059.00 shares of the Issuer outstanding as of September 30, 2022, as reported in the Issuer’s press release on Form 6-K filed with the Securities and Exchange Commission on October 3, 2022.

CUSIP No. 48214T305

1

NAMES OF REPORTING PERSONS

Gribhold B.V. (1)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)☐
(b)☐

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Netherlands

NUMBER OF SHARES BENEFICIALLY OWNED BY
 EACH REPORTING
PERSON
WITH:

5

SOLE VOTING POWER

15,327,668.00     Ordinary Shares (2)

6

SHARED VOTING POWER

0

7

SOLE DISPOSITIVE POWER

15,327,668.00     Ordinary Shares (2)

8

SHARED DISPOSITIVE POWER

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

15,327,668.00Ordinary Shares (2)

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

7.11% (3)

12

TYPE OF REPORTING PERSON

OO

Item 1.

(a)

Name of Issuer
Just Eat Takeaway.com N.V.

(b)

Address of Issuer’s Principal Executive Offices
Piet Heinkade 61, 1019 GM Amsterdam, The Netherlands

Item 2.

(a)

Name of Person Filing

This Statement on Schedule 13G has been filed on behalf of the following persons (each, a “Reporting Person” and, collectively, the “Reporting Persons”):

1. Jitse Groen

2. Gribhold B.V.

(b)

Address of Principal Business Office or, if none, Residence

The address of Jitse Groen is Piet Heinkade 61, 1019 GM Amsterdam,  The Netherlands    

The address of Gribhold B.V. is Piet Heinkade 61, 1019 GM Amsterdam,  The Netherlands

(c)

Citizenship
See Row 4 of cover page for each Reporting Person.

(d)

Title of Class of Securities
Ordinary shares, nominal value €0.04 (“Ordinary Shares”)

(e)

CUSIP Number
48214T305

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:

(a)

□

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)

□

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

□

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

□

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)

□

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

□

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

□

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)

□

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

□

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

□

A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J);

(k)

□

Group, in accordance with § 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 type of institution:____________________________

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:

15,327,668.00

(b)

Percent of class:

7.11%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote

See Row 5 of cover page for each Reporting Person.

(ii)

Shared power to vote or to direct the vote

See Row 6 of cover page for each Reporting Person.

(iii)

Sole power to dispose or to direct the disposition of

See Row 7 of cover page for each Reporting Person.

(iv)

Shared power to dispose or to direct the disposition of

See Row 8 of cover page for each Reporting Person.

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 or Control Person

Not applicable.

Item 8.

Identification and Classification of Members of the Group

The Reporting Persons are filing this Schedule 13G jointly, but not as members of a group, and each expressly disclaims membership in a group.

Item 9.

Notice of Dissolution of Group

Not applicable.

Item 10.  Certification

Not Applicable.