Amendment: SEC Form SC 13D/A filed by Indivior PLC
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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.
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CUSIP No. G4766E116
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(1)
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Name of Reporting Persons:
Two Seas Capital LP
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(2)
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Check the Appropriate Box if a Member of a Group (See Instructions):
(a) ☐ (b) ☐
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(3)
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SEC Use Only:
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(4)
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Source of Funds (See Instructions):
AF
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(5)
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Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ☐
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(6)
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Citizenship or Place of Organization:
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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(7)
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Sole Voting Power
13,030,027
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(8)
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Shared Voting Power
0
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(9)
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Sole Dispositive Power
13,030,027
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(10)
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Shared Dispositive Power
0
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(11)
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Aggregate Amount Beneficially Owned by Each Reporting Person:
13,030,027
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(12)
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ☐
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(13)
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Percent of Class Represented by Amount in Row (11):
10.1% (1)
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(14)
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Type of Reporting Person (See Instructions):
PN, IA
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(1)
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Based on 128,588,498 Ordinary Shares of Indivior PLC (the “Issuer”) outstanding as of October 14, 2024, as reported in the Issuer’s Form 6-K filed with the
Securities and Exchange Commission (“SEC”) on October 15, 2024.
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CUSIP No. G4766E116
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(1)
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Name of Reporting Persons:
Two Seas Capital GP LLC
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(2)
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Check the Appropriate Box if a Member of a Group (See Instructions):
(a) ☐ (b) ☐
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(3)
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SEC Use Only:
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(4)
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Source of Funds (See Instructions):
AF
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(5)
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Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ☐
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(6)
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Citizenship or Place of Organization:
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
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(7)
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Sole Voting Power
13,030,027
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||
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(8)
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Shared Voting Power
0
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(9)
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Sole Dispositive Power
13,030,027
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|||
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(10)
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Shared Dispositive Power
0
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(11)
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Aggregate Amount Beneficially Owned by Each Reporting Person:
13,030,027
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(12)
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ☐
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(13)
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Percent of Class Represented by Amount in Row (11):
10.1% (1)
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(14)
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Type of Reporting Person (See Instructions):
OO, HC
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(1)
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Based on 128,588,498 Ordinary Shares of the Issuer outstanding as of October 14, 2024, as reported in the Issuer’s Form
6-K filed with the SEC on October 15, 2024.
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CUSIP No. G4766E116
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(1)
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Name of Reporting Persons:
Sina Toussi
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(2)
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Check the Appropriate Box if a Member of a Group (See Instructions):
(a) ☐ (b) ☐
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(3)
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SEC Use Only:
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(4)
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Source of Funds (See Instructions):
AF
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(5)
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Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ☐
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(6)
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Citizenship or Place of Organization:
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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(7)
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Sole Voting Power
13,030,027
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||
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(8)
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Shared Voting Power
0
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|||
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(9)
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Sole Dispositive Power
13,030,027
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|||
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(10)
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Shared Dispositive Power
0
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(11)
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Aggregate Amount Beneficially Owned by Each Reporting Person:
13,030,027
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(12)
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ☐
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(13)
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Percent of Class Represented by Amount in Row (11):
10.1% (1)
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(14)
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Type of Reporting Person (See Instructions):
HC, IN
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(1)
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Based on 128,588,498 Ordinary Shares of the Issuer outstanding as of October 14, 2024, as reported in the Issuer’s Form 6-K filed with the SEC on October 15,
2024.
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ITEM 3.
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SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
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ITEM 5.
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INTEREST IN SECURITIES OF THE ISSUER
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ITEM 6.
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CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
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TWO SEAS CAPITAL LP
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By:
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Two Seas Capital GP LLC, its general partner
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By:
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/s/ Sina Toussi
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Name:
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Sina Toussi
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Title:
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Managing Member
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TWO SEAS CAPITAL GP LLC
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By:
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/s/ Sina Toussi
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Name:
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Sina Toussi
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Title:
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Managing Member
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SINA TOUSSI
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By:
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/s/ Sina Toussi
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