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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
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Nomad Foods Limited (Name of Issuer) |
Ordinary Shares, No Par Value (Title of Class of Securities) |
G6564A105 (CUSIP Number) |
Sir Martin E. Franklin, c/o Mariposa Capital, LLC, 500 South Pointe Drive, Suite 240 Miami Beach, FL, 33139 (786) 482-6333 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/03/2025 (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
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| CUSIP No. | G6564A105 |
| 1 |
Name of reporting person
Sir Martin E. Franklin | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 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)
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| 6 | Citizenship or place of organization
UNITED KINGDOM
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
10,375,963.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
6.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. | G6564A105 |
| 1 |
Name of reporting person
Martin E. Franklin Revocable Trust | ||||||||
| 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)
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| 6 | Citizenship or place of organization
FLORIDA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
7,430,462.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
4.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | G6564A105 |
| 1 |
Name of reporting person
Brimstone Investments LLC | ||||||||
| 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
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
112,500.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary Shares, No Par Value | |
| (b) | Name of Issuer:
Nomad Foods Limited | |
| (c) | Address of Issuer's Principal Executive Offices:
Forge, 43 Church Street West, Woking,
UNITED KINGDOM
, GU21 6HT. | |
Item 1 Comment:
This Amendment No. 6 (the "Amendment") is being jointly filed by Sir Martin E. Franklin ("Sir Martin"), the Martin E. Franklin Revocable Trust (the "Franklin Trust") and Brimstone Investments, LLC, a Delaware limited liability company ("Brimstone" and together with Sir Martin and the Franklin Trust, collectively referred to as the "Reporting Persons") to amend the Statement on Schedule 13D, initially filed with the Securities and Exchange Commission (the "Commission") on January 12, 2018 (as amended by Amendment No. 1 filed on June 15, 2018, Amendment No. 2 filed on January 7, 2019, Amendment No. 3 filed on January 6, 2020, Amendment No. 4 filed on January 6, 2021 and Amendment No. 5 filed on May 9, 2022, the "Statement") with respect to the ordinary shares, no par value (the "Ordinary Shares"), of Nomad Foods Limited, a company incorporated with limited liability under the laws of the British Virgin Islands (the "Issuer"). The principal executive offices of the Issuer are located at Forge, 43 Church Street West Woking, GU21 6HT. Unless specifically amended hereby, the disclosure set forth in the Statement shall remain unchanged. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings set forth in the Statement. | ||
| Item 2. | Identity and Background | |
| (a) | Item 2 of the Statement is hereby amended by the addition of the following:
This Statement is being jointly filed by Sir Martin, the Franklin Trust and Brimstone pursuant to Rule 13d-1(k) promulgated by the Commission pursuant to Section 13 of the Securities Exchange Act of 1934, as amended. Mariposa Acquisition II, LLC was dissolved and is therefore no longer a Reporting Person for purposes of this Statement.
Effective as of December 31, 2024, Sir Martin directs the voting and investment activities of Brimstone. Brimstone is a private investment vehicle of which, as of December 31, 2024, Sir Martin became the manager and which is wholly-owned by a trust of which Sir Martin is a beneficiary. The business address of Brimstone is 500 South Pointe Drive, Suite 240, Miami Beach, Florida 33139. The present principal business of Brimstone is that of a private investment entity, engaged in the purchase and sale of securities for investment for its own account.
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| (b) | See Item 2 (a) | |
| (c) | See Item 2 (a) | |
| (d) | None of the Reporting Persons, nor to the knowledge of the Reporting Persons, none of the executive officers, directors or partners of the Reporting Persons, if applicable, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | None of the Reporting Persons, nor to the knowledge of the Reporting Persons, none of the executive officers, directors or partners of the Reporting Persons, if applicable, was, during the last five years, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | See Item 1 | |
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Paragraphs (a) - (b) of Item 5 of the Statement are hereby amended and restated in their entirety as follows:
(a)-(b) All percentages below have been calculated based on 160,825,319 Ordinary Shares outstanding as of September 30, 2024.
As of the date hereof, Sir Martin beneficially owns 10,375,963 Ordinary Shares consisting of shared power to vote, or to direct the vote, and shared power to dispose, or to direct the disposition of, 10,375,963 Ordinary Shares controlled or held, directly or indirectly, by one or more of the Reporting Persons (each as further described below).
Each of Sir Martin, the Franklin Trust and Brimstone has shared power to vote, or to direct the vote, and shared power to dispose, or to direct the disposition of, an aggregate of 10,375,963, 7,430,462 and 112,500 Ordinary Shares, respectively. The shares beneficially owned by Sir Martin consist of (i) 7,430,462 Ordinary Shares held by the Franklin Trust (all of which are deemed to be beneficially owned by the Franklin Trust and 6,722,212 of which are held directly by the Franklin Trust) and (ii) 112,500 Ordinary Shares held by Brimstone (all of which are deemed to be beneficially owned by Sir Martin and are held directly by Brimstone). | |
| (b) | See Item 5 (a) | |
| (c) | Paragraph (c) of the Statement is amended to add the following: Except as otherwise described herein, no other transactions were effected by the Reporting Persons in the past 60 days. | |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit B - Joint Filing Agreement among the Reporting Persons, dated January 3, 2025. | ||
| 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.
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