Amendment: SEC Form SCHEDULE 13G/A filed by On Holding AG
$ONON
Shoe Manufacturing
Consumer Discretionary
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)*
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On Holding AG (Name of Issuer) |
Class A ordinary shares, par value CHF 0.10 per share (Title of Class of Securities) |
H5919C104 (CUSIP Number) |
09/30/2024 (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)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | H5919C104 |
| 1 | Names of Reporting Persons
Sicupira Carlos Alberto | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
BRAZIL
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
19,833,971.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
6.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) The number of shares beneficially owned by Mr. Sicupira stated above includes 121,923 Class A Ordinary Shares beneficially owned by his spouse. (2) The percentage of class stated above is based on 299,998,125 Class A Ordinary Shares issued and outstanding as of June 30, 2024, as reported in the Issuer's Form 6-K filed with the SEC on August 13, 2024.
SCHEDULE 13G
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| CUSIP No. | H5919C104 |
| 1 | Names of Reporting Persons
CHL Investment Fund Ltd | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
BAHAMAS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
19,712,048.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
6.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: (1) The number of shares beneficially owned by CHL Investment Fund Ltd. ("CHL") stated above includes 8,400,000 Class A Ordinary Shares owned by Sinvest Investments II Ltd, a company of which CHL is the indirect sole shareholder. (2) The percentage of class stated above is based on 299,998,125 Class A Ordinary Shares issued and outstanding as of June 30, 2024, as reported in the Issuer's Form 6-K filed with the SEC on August 13, 2024.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
On Holding AG | |
| (b) | Address of issuer's principal executive offices:
FORRLIBUCKSTRASSE 190, 8005 ZURICH, SWITZERLAND, 00000. | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is being filed on behalf of Carlos Alberto da Veiga Sicupira and CHL Investment Fund Ltd. ("CHL") (collectively, the "Reporting Persons"). CHL is an investment fund which is ultimately beneficially owned by Carlos Alberto da Veiga Sicupira. | |
| (b) | Address or principal business office or, if none, residence:
The principal business office of each Reporting Person is:
Mr. Carlos Alberto da Veiga Sicupira
Attn. Mr. Filipe Romao - Uria Menendez
Praca Marques de Pombal, 12
1250-162 Lisbon, Portugal
CHL Investment Fund Ltd.
Goodman's Bay Corporate Centre
2nd Floor, 309 West Bay Street
PO Box SP61567
Nassau, Bahamas | |
| (c) | Citizenship:
Mr. Carlos Alberto da Veiga Sicupira is a citizen of Brazil. CHL is an investment fund formed as an International Business Company in The Bahamas, which is ultimately beneficially owned by Carlos Alberto da Veiga Sicupira. | |
| (d) | Title of class of securities:
Class A ordinary shares, par value CHF 0.10 per share | |
| (e) | CUSIP No.:
H5919C104 | |
| 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Mr. Sicupira is the ultimate beneficial owner of 19,833,971 Class A Ordinary Shares, consisting of 19,712,048 Class A Ordinary Shares beneficially owned by CHL and 121,923 Class A Ordinary Shares beneficially owned by Mr. Sicupira's spouse, of which Mr. Sicupira may be deemed to share beneficial ownership. Mr. Sicupira disclaims beneficial ownership of the shares beneficially owned by his spouse.
CHL is the beneficial owner of 19,712,048 Class A Ordinary Shares of which 11,312,048 Class A Ordinary Shares are directly held by CHL and 8,400,000 Class A Ordinary Shares are held by Sinvest Investments II Ltd, a company that is indirectly fully owned by CHL. Such 8,400,000 shares were transferred by CHL to Sinvest Investments II Ltd on September 30, 2024 by means of a capital increase. | |
| (b) | Percent of class:
Mr. Sicupira is the beneficial owner of 6.61% of the total issued and outstanding Class A Ordinary Shares of the Issuer.
CHL is the beneficial owner of 6.57% of the total issued and outstanding Class A Ordinary Shares of the Issuer.
All percentages of beneficial ownership set forth herein are based on 299,998,125 Class A Ordinary Shares issued and outstanding as of June 30, 2024, as reported in the Issuer's Form 6-K filed with the SEC on August 13, 2024. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
Not applicable. | ||
| (ii) Shared power to vote or to direct the vote:
Please refer to item 4(a) above. | ||
| (iii) Sole power to dispose or to direct the disposition of:
Not applicable. | ||
| (iv) Shared power to dispose or to direct the disposition of:
Please refer to item 4(a) above. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Please refer to items 2 and 4(a) above. | ||
| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
Please refer to item 4(a) above. | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my 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, other than activities solely in connection with a nomination under § 240.14a-11.
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| 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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Exhibit Information
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Joint Filing Agreement by and among the Reporting Persons |