SEC Form SC 13D/A filed by Cazoo Group Ltd (Amendment)
$CZOO
Retail-Auto Dealers and Gas Stations
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
|
Cazoo Group Ltd
|
|
(Name of Issuer)
|
|
Class A Ordinary Shares, par value $0.20 per share
|
|
(Title of Class of Securities)
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G2007L121
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(Cusip Number)
|
|
Hannah E. Dunn
Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 2100
San Francisco, California 94111
(415) 421-2132
|
|
(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications) |
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February 1, 2024
|
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(Date of Event which Requires Filing of this Statement)
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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 Sections
240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.
* 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.
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).
(Continued on following pages)
Page 1 of 33 Pages
Exhibit Index Found on Page 31
13D
|
CUSIP No. G2007L121
|
|
1
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NAMES OF REPORTING PERSONS
Farallon Capital Partners, L.P.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The
reporting persons making this filing hold an aggregate of 714,240 Shares (as defined in Item 1), representing 14.6% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the
securities reported by it on this cover page.
|
||
|
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
California
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
107,565
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
107,565
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
107,565
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2% 1
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
||
1 This percentage is calculated based on 4,891,002 Shares expected to be outstanding after giving effect to each of the December 2023 Reverse
Stock Split (as defined herein) and the issuance of the New Shares (as defined herein), as reported in the Company’s Rule 424(b)(3) prospectus filed with the SEC on December 21, 2023.
Page 2 of 33 Pages
13D
|
CUSIP No. G2007L121
|
|
1
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NAMES OF REPORTING PERSONS
Farallon Capital Institutional Partners, L.P.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The
reporting persons making this filing hold an aggregate of 714,240 Shares (as defined in Item 1), representing 14.6% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the
securities reported by it on this cover page.
|
||
|
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
California
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
139,848
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
139,848
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
139,848
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.9% 1
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
||
1 This percentage is calculated based on 4,891,002 Shares expected to be outstanding after giving effect to each of the December 2023 Reverse
Stock Split (as defined herein) and the issuance of the New Shares (as defined herein), as reported in the Company’s Rule 424(b)(3) prospectus filed with the SEC on December 21, 2023.
Page 3 of 33 Pages
13D
|
CUSIP No. G2007L121
|
|
1
|
NAMES OF REPORTING PERSONS
Farallon Capital Institutional Partners II, L.P.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The
reporting persons making this filing hold an aggregate of 714,240 Shares (as defined in Item 1), representing 14.6% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the
securities reported by it on this cover page.
|
||
|
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
California
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
32,069
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
32,069
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,069
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7% 1
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
||
1 This percentage is calculated based on 4,891,002 Shares expected to be outstanding after giving effect to each of the December 2023 Reverse
Stock Split (as defined herein) and the issuance of the New Shares (as defined herein), as reported in the Company’s Rule 424(b)(3) prospectus filed with the SEC on December 21, 2023.
Page 4 of 33 Pages
13D
|
CUSIP No. G2007L121
|
|
1
|
NAMES OF REPORTING PERSONS
Farallon Capital Institutional Partners III, L.P.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The
reporting persons making this filing hold an aggregate of 714,240 Shares (as defined in Item 1), representing 14.6% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the
securities reported by it on this cover page.
|
||
|
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
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
13,642
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
13,642
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,642
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3% 1
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
||
1 This percentage is calculated based on 4,891,002 Shares expected to be outstanding after giving effect to each of the December 2023 Reverse
Stock Split (as defined herein) and the issuance of the New Shares (as defined herein), as reported in the Company’s Rule 424(b)(3) prospectus filed with the SEC on December 21, 2023.
Page 5 of 33 Pages
13D
|
CUSIP No. G2007L121
|
|
1
|
NAMES OF REPORTING PERSONS
Four Crossings Institutional Partners V, L.P.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The
reporting persons making this filing hold an aggregate of 714,240 Shares (as defined in Item 1), representing 14.6% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the
securities reported by it on this cover page.
|
||
|
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
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
23,284
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
23,284
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,284
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5% 1
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
||
1 This percentage is calculated based on 4,891,002 Shares expected to be outstanding after giving effect to each of the December 2023 Reverse
Stock Split (as defined herein) and the issuance of the New Shares (as defined herein), as reported in the Company’s Rule 424(b)(3) prospectus filed with the SEC on December 21, 2023.
Page 6 of 33 Pages
13D
|
CUSIP No. G2007L121
|
|
1
|
NAMES OF REPORTING PERSONS
Farallon Capital Offshore Investors II, L.P.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The
reporting persons making this filing hold an aggregate of 714,240 Shares (as defined in Item 1), representing 14.6% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the
securities reported by it on this cover page.
|
||
|
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
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
341,193
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
341,193
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
341,193
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0% 1
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
||
1 This percentage is calculated based on 4,891,002 Shares expected to be outstanding after giving effect to each of the December 2023 Reverse
Stock Split (as defined herein) and the issuance of the New Shares (as defined herein), as reported in the Company’s Rule 424(b)(3) prospectus filed with the SEC on December 21, 2023.
Page 7 of 33 Pages
13D
|
CUSIP No. G2007L121
|
|
1
|
NAMES OF REPORTING PERSONS
Farallon Capital (AM) Investors, L.P.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The
reporting persons making this filing hold an aggregate of 714,240 Shares (as defined in Item 1), representing 14.6% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the
securities reported by it on this cover page.
|
||
|
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
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
14,713
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
14,713
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,713
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3% 1
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
||
1 This percentage is calculated based on 4,891,002 Shares expected to be outstanding after giving effect to each of the December 2023 Reverse
Stock Split (as defined herein) and the issuance of the New Shares (as defined herein), as reported in the Company’s Rule 424(b)(3) prospectus filed with the SEC on December 21, 2023.
Page 8 of 33 Pages
13D
|
CUSIP No. G2007L121
|
|
1
|
NAMES OF REPORTING PERSONS
Farallon Capital F5 Master I, L.P.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The
reporting persons making this filing hold an aggregate of 714,240 Shares (as defined in Item 1), representing 14.6% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the
securities reported by it on this cover page.
|
||
|
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
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
41,926
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
41,926
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
41,926
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9% 1
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
||
1 This percentage is calculated based on 4,891,002 Shares expected to be outstanding after giving effect to each of the December 2023 Reverse
Stock Split (as defined herein) and the issuance of the New Shares (as defined herein), as reported in the Company’s Rule 424(b)(3) prospectus filed with the SEC on December 21, 2023.
Page 9 of 33 Pages
13D
|
CUSIP No. G2007L121
|
|
1
|
NAMES OF REPORTING PERSONS
Farallon Partners, L.L.C.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The
reporting persons making this filing hold an aggregate of 714,240 Shares (as defined in Item 1), representing 14.6% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the
securities reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
||
|
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
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
672,314
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
672,314
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
672,314
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.7% 1
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
||
1 This percentage is calculated based on 4,891,002 Shares expected to be outstanding after giving effect to each of the December 2023 Reverse Stock Split (as defined herein) and the issuance of the
New Shares (as defined herein), as reported in the Company’s Rule 424(b)(3) prospectus filed with the SEC on December 21, 2023.
Page 10 of 33 Pages
13D
|
CUSIP No. G2007L121
|
|
1
|
NAMES OF REPORTING PERSONS
Farallon Institutional (GP) V, L.L.C.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing
hold an aggregate of 714,240 Shares (as defined in Item 1), representing 14.6% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this
cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
||
|
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
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
23,284
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
23,284
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,284
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5% 1
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
||
1 This percentage is calculated based on 4,891,002 Shares expected to be outstanding after giving effect to each of the December 2023 Reverse
Stock Split (as defined herein) and the issuance of the New Shares (as defined herein), as reported in the Company’s Rule 424(b)(3) prospectus filed with the SEC on December 21, 2023.
Page 11 of 33 Pages
13D
|
CUSIP No. G2007L121
|
|
1
|
NAMES OF REPORTING PERSONS
Farallon F5 (GP), L.L.C.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing
hold an aggregate of 714,240 Shares (as defined in Item 1), representing 14.6% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this
cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
||
|
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
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
41,926
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
41,926
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
41,926
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9% 1
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
||
1 This percentage is calculated based on 4,891,002 Shares expected to be outstanding after giving effect to each of the December 2023 Reverse Stock Split (as defined herein) and the issuance of the
New Shares (as defined herein), as reported in the Company’s Rule 424(b)(3) prospectus filed with the SEC on December 21, 2023.
Page 12 of 33 Pages
13D
|
CUSIP No. G2007L121
|
|
1
|
NAMES OF REPORTING PERSONS
Joshua J. Dapice
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing
hold an aggregate of 714,240 Shares (as defined in Item 1), representing 14.6% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this
cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
||
|
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
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
714,240
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
714,240
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
714,240
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.6% 1
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 This percentage is calculated based on 4,891,002 Shares expected to be outstanding after giving effect to each of the December 2023 Reverse Stock Split (as defined herein) and the issuance of the
New Shares (as defined herein), as reported in the Company’s Rule 424(b)(3) prospectus filed with the SEC on December 21, 2023.
Page 13 of 33 Pages
13D
|
CUSIP No. G2007L121
|
|
1
|
NAMES OF REPORTING PERSONS
Philip D. Dreyfuss
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing
hold an aggregate of 714,240 Shares (as defined in Item 1), representing 14.6% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this
cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
||
|
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
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
714,240
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
714,240
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
714,240
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.6% 1
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 This percentage is calculated based on 4,891,002 Shares expected to be outstanding after giving effect to each of the December 2023 Reverse Stock Split (as defined herein) and the issuance of the
New Shares (as defined herein), as reported in the Company’s Rule 424(b)(3) prospectus filed with the SEC on December 21, 2023.
Page 14 of 33 Pages
13D
|
CUSIP No. G2007L121
|
|
1
|
NAMES OF REPORTING PERSONS
Hannah E. Dunn
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing
hold an aggregate of 714,240 Shares (as defined in Item 1), representing 14.6% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this
cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
||
|
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
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
714,240
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
714,240
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
714,240
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.6% 1
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 This percentage is calculated based on 4,891,002 Shares expected to be outstanding after giving effect to each of the December 2023 Reverse Stock Split (as defined herein) and the issuance of the
New Shares (as defined herein), as reported in the Company’s Rule 424(b)(3) prospectus filed with the SEC on December 21, 2023.
Page 15 of 33 Pages
13D
|
CUSIP No. G2007L121
|
|
1
|
NAMES OF REPORTING PERSONS
Richard B. Fried
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing
hold an aggregate of 714,240 Shares (as defined in Item 1), representing 14.6% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this
cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
||
|
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
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
714,240
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
714,240
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
714,240
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.6% 1
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 This percentage is calculated based on 4,891,002 Shares expected to be outstanding after giving effect to each of the December 2023 Reverse
Stock Split (as defined herein) and the issuance of the New Shares (as defined herein), as reported in the Company’s Rule 424(b)(3) prospectus filed with the SEC on December 21, 2023.
Page 16 of 33 Pages
13D
|
CUSIP No. G2007L121
|
|
1
|
NAMES OF REPORTING PERSONS
Varun N. Gehani
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing
hold an aggregate of 714,240 Shares (as defined in Item 1), representing 14.6% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this
cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
||
|
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
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
714,240
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
714,240
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
714,240
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.6% 1
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 This percentage is calculated based on 4,891,002 Shares expected to be outstanding after giving effect to each of the December 2023 Reverse Stock Split (as defined herein) and the issuance of the
New Shares (as defined herein), as reported in the Company’s Rule 424(b)(3) prospectus filed with the SEC on December 21, 2023.
Page 17 of 33 Pages
13D
|
CUSIP No. G2007L121
|
|
1
|
NAMES OF REPORTING PERSONS
Nicolas Giauque
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing
hold an aggregate of 714,240 Shares (as defined in Item 1), representing 14.6% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this
cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
France
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
714,240
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
714,240
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
714,240
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.6% 1
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 This percentage is calculated based on 4,891,002 Shares expected to be outstanding after giving effect to each of the December 2023 Reverse
Stock Split (as defined herein) and the issuance of the New Shares (as defined herein), as reported in the Company’s Rule 424(b)(3) prospectus filed with the SEC on December 21, 2023.
Page 18 of 33 Pages
13D
|
CUSIP No. G2007L121
|
|
1
|
NAMES OF REPORTING PERSONS
David T. Kim
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing
hold an aggregate of 714,240 Shares (as defined in Item 1), representing 14.6% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this
cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
||
|
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
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
714,240
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
714,240
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
714,240
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.6% 1
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 This percentage is calculated based on 4,891,002 Shares expected to be outstanding after giving effect to each of the December 2023 Reverse Stock Split (as defined herein) and the issuance of the
New Shares (as defined herein), as reported in the Company’s Rule 424(b)(3) prospectus filed with the SEC on December 21, 2023.
Page 19 of 33 Pages
13D
|
CUSIP No. G2007L121
|
|
1
|
NAMES OF REPORTING PERSONS
Michael G. Linn
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing
hold an aggregate of 714,240 Shares (as defined in Item 1), representing 14.6% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this
cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
||
|
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
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
714,240
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
714,240
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
714,240
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.6% 1
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 This percentage is calculated based on 4,891,002 Shares expected to be outstanding after giving effect to each of the December 2023 Reverse Stock Split (as defined herein) and the issuance of the
New Shares (as defined herein), as reported in the Company’s Rule 424(b)(3) prospectus filed with the SEC on December 21, 2023.
Page 20 of 33 Pages
13D
|
CUSIP No. G2007L121
|
|
1
|
NAMES OF REPORTING PERSONS
Rajiv A. Patel
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing
hold an aggregate of 714,240 Shares (as defined in Item 1), representing 14.6% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this
cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
||
|
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
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
714,240
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
714,240
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
714,240
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.6% 1
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 This percentage is calculated based on 4,891,002 Shares expected to be outstanding after giving effect to each of the December 2023 Reverse Stock Split (as defined herein) and the issuance of the
New Shares (as defined herein), as reported in the Company’s Rule 424(b)(3) prospectus filed with the SEC on December 21, 2023.
Page 21 of 33 Pages
13D
|
CUSIP No. G2007L121
|
|
1
|
NAMES OF REPORTING PERSONS
Thomas G. Roberts, Jr.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing
hold an aggregate of 714,240 Shares (as defined in Item 1), representing 14.6% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this
cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
||
|
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
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
714,240
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
714,240
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
714,240
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.6% 1
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 This percentage is calculated based on 4,891,002 Shares expected to be outstanding after giving effect to each of the December 2023 Reverse Stock Split (as defined herein) and the issuance of the
New Shares (as defined herein), as reported in the Company’s Rule 424(b)(3) prospectus filed with the SEC on December 21, 2023.
Page 22 of 33 Pages
13D
|
CUSIP No. G2007L121
|
|
1
|
NAMES OF REPORTING PERSONS
Edric C. Saito
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing
hold an aggregate of 714,240 Shares (as defined in Item 1), representing 14.6% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this
cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
||
|
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
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
714,240
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
714,240
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
714,240
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.6% 1
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 This percentage is calculated based on 4,891,002 Shares expected to be outstanding after giving effect to each of the December 2023 Reverse Stock Split (as defined herein) and the issuance of the
New Shares (as defined herein), as reported in the Company’s Rule 424(b)(3) prospectus filed with the SEC on December 21, 2023.
Page 23 of 33 Pages
13D
|
CUSIP No. G2007L121
|
|
1
|
NAMES OF REPORTING PERSONS
William Seybold
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing
hold an aggregate of 714,240 Shares (as defined in Item 1), representing 14.6% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this
cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
||
|
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
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
714,240
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
714,240
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
714,240
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.6% 1
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 This percentage is calculated based on 4,891,002 Shares expected to be outstanding after giving effect to each of the December 2023 Reverse Stock Split (as defined herein) and the issuance of the
New Shares (as defined herein), as reported in the Company’s Rule 424(b)(3) prospectus filed with the SEC on December 21, 2023.
Page 24 of 33 Pages
13D
|
CUSIP No. G2007L121
|
|
1
|
NAMES OF REPORTING PERSONS
Daniel S. Short
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing
hold an aggregate of 714,240 Shares (as defined in Item 1), representing 14.6% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this
cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
||
|
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
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
714,240
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
714,240
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
714,240
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.6% 1
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 This percentage is calculated based on 4,891,002 Shares expected to be outstanding after giving effect to each of the December 2023 Reverse Stock Split (as defined herein) and the issuance of the
New Shares (as defined herein), as reported in the Company’s Rule 424(b)(3) prospectus filed with the SEC on December 21, 2023.
Page 25 of 33 Pages
13D
|
CUSIP No. G2007L121
|
|
1
|
NAMES OF REPORTING PERSONS
Andrew J. M. Spokes
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing
hold an aggregate of 714,240 Shares (as defined in Item 1), representing 14.6% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this
cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
714,240
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
714,240
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
714,240
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.6% 1
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 This percentage is calculated based on 4,891,002 Shares expected to be outstanding after giving effect to each of the December 2023 Reverse Stock Split (as defined herein) and the issuance of the
New Shares (as defined herein), as reported in the Company’s Rule 424(b)(3) prospectus filed with the SEC on December 21, 2023.
Page 26 of 33 Pages
13D
|
CUSIP No. G2007L121
|
|
1
|
NAMES OF REPORTING PERSONS
John R. Warren
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing
hold an aggregate of 714,240 Shares (as defined in Item 1), representing 14.6% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this
cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
||
|
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
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
714,240
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
714,240
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
714,240
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.6% 1
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 This percentage is calculated based on 4,891,002 Shares expected to be outstanding after giving effect to each of the December 2023 Reverse Stock Split (as defined herein) and the issuance of the
New Shares (as defined herein), as reported in the Company’s Rule 424(b)(3) prospectus filed with the SEC on December 21, 2023.
Page 27 of 33 Pages
13D
|
CUSIP No. G2007L121
|
|
1
|
NAMES OF REPORTING PERSONS
Mark C. Wehrly
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing
hold an aggregate of 714,240 Shares (as defined in Item 1), representing 14.6% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this
cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
||
|
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
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
714,240
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
714,240
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
714,240
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.6% 1
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 This percentage is calculated based on 4,891,002 Shares expected to be outstanding after giving effect to each of the December 2023 Reverse Stock Split (as defined herein) and the issuance of the
New Shares (as defined herein), as reported in the Company’s Rule 424(b)(3) prospectus filed with the SEC on December 21, 2023.
Page 28 of 33 Pages
This Amendment No. 7 to Schedule 13D (this “Amendment”) amends and supplements the Schedule 13D initially filed on March 24, 2023, as amended and supplemented by Amendment No. 1 thereto filed on April 27, 2023,
as amended and supplemented by Amendment No. 2 thereto filed on May 16, 2023, as amended and supplemented by Amendment No. 3 thereto filed on June 16, 2023, as amended and supplemented by Amendment No. 4 thereto filed on September 22, 2023, as
amended and supplemented by Amendment No. 5 thereto filed on November 7, 2023, as amended and supplemented by Amendment No. 6 thereto filed on December 8, 2023 (the “Prior Schedule 13D” and, as amended and supplemented by this Amendment,
this “Schedule 13D”). Capitalized terms used without definition in this Amendment have the meanings ascribed thereto in the Prior Schedule 13D.
Item 4. Purpose of Transaction
This Amendment hereby amends and supplements Item 4 of the Prior Schedule 13D by adding the following thereto:
“The disclosure set forth in Item 6 below is hereby incorporated by reference in this Item 4.”
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
This Amendment hereby amends and supplements Item 6 of the Prior Schedule 13D by adding the following at the end of the second paragraph under the caption “New Investor Rights Agreement”:
“On February 1, 2024, FCM exercised its right on behalf of the Farallon Funds to designate such additional director nominee, by sending a designation letter (the “Designation Letter”) to the
Company. Pursuant to the Designation Letter, FCM on behalf of the Farallon Funds designated Mr. Paul Whitehead, the Company’s current Chief Executive Officer, to serve as a member of the Company’s board of directors. Mr. Whitehead will serve as a
Class III director whose term expires at the Company’s 2024 annual general meeting or until such time as he is no longer employed by the Company. A copy of the Designation Letter is filed as Exhibit 15 to this Schedule 13D and is incorporated by
reference herein.”
Item 7. Material to be Filed as Exhibits
This Amendment hereby amends and supplements Item 7 of the Prior Schedule 13D by adding the following thereto:
“There is filed herewith as Exhibit 15 the Designation Letter.”
Page 29 of 33 Pages
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: February 5, 2024
|
/s/ Hannah E. Dunn
|
|
|
FARALLON PARTNERS, L.L.C.,
|
|
|
On its own behalf and
|
|
|
As the General Partner of
|
|
|
FARALLON CAPITAL PARTNERS, L.P.,
|
|
|
FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.,
|
|
|
FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.,
|
|
|
FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.,
|
|
|
FARALLON CAPITAL OFFSHORE INVESTORS II, L.P. and
|
|
|
FARALLON CAPITAL (AM) INVESTORS, L.P.
|
|
|
By Hannah E. Dunn, Managing Member
|
|
|
/s/ Hannah E. Dunn
|
|
|
FARALLON INSTITUTIONAL (GP) V, L.L.C.
|
|
|
On its own behalf and
|
|
|
As the General Partner of
|
|
|
FOUR CROSSINGS INSTITUTIONAL PARTNERS V, L.P.
|
|
|
By Hannah E. Dunn, Manager
|
|
|
/s/ Hannah E. Dunn
|
|
|
FARALLON F5 (GP), L.L.C.
|
|
|
On its own behalf and
|
|
|
As the General Partner of
|
|
|
FARALLON CAPITAL F5 MASTER I, L.P.
|
|
|
By Hannah E. Dunn, Manager
|
|
|
/s/ Hannah E. Dunn
|
|
|
Hannah E. Dunn, individually and as attorney-in-fact for each of Joshua J. Dapice, Philip D. Dreyfuss, Richard B. Fried, Varun N. Gehani, Nicolas Giauque, David T. Kim, Michael G. Linn, Rajiv A. Patel, Thomas
G. Roberts, Jr., Edric C. Saito, William Seybold, Daniel S. Short, Andrew J. M. Spokes, John R. Warren and Mark C. Wehrly
|
The Powers of Attorney executed by each of Dapice, Dreyfuss, Fried, Gehani, Giauque, Kim, Linn, Patel, Roberts, Saito, Seybold, Short, Spokes, Warren and Wehrly authorizing Dunn to sign and file this
Schedule 13D on his behalf, which were filed as exhibits to the Schedule 13G filed with the SEC on January 31, 2023 by such Reporting Persons with respect to the Class A Ordinary Shares of ARYA Sciences Acquisition Corp IV, are hereby incorporated by
reference.
Page 30 of 33 Pages
EXHIBIT INDEX
|
1.
|
Joint Acquisition Statement Pursuant to Section 240.13d-1(k), dated March 24, 2023*
|
|
2.
|
Purchase Agreement, dated as of February 9, 2022*
|
|
3.
|
Indenture, dated as of February 16, 2022*
|
|
4.
|
Registration Rights Agreement, dated as of February 16, 2022*
|
|
5.
|
Letter Agreement, dated November 9, 2022*
|
|
6.
|
Cooperation Agreement, dated March 17, 2023*
|
|
7.
|
Joinder to Cooperation Agreement, dated as of April 25, 2023**
|
|
8.
|
Amendment No. 1 to Cooperation Agreement, dated as of June 15, 2023***
|
|
9.
|
Transaction Support Agreement, dated as of September 20, 2023****
|
|
10.
|
Termination Agreement, dated September 20, 2023****
|
|
11.
|
Amendment No. 1 to the Transaction Support Agreement, dated as of November 3, 2023*****
|
|
12.
|
New Notes Indenture, dated as of December 6, 2023******
|
|
13.
|
New Investor Rights Agreement, dated as of December 6, 2023******
|
|
14.
|
New Registration Rights Agreement, dated as of December 6, 2023******
|
|
15.
|
Designation Letter, dated February 1, 2024
|
*Filed as an exhibit to the Schedule 13D filed on March 24, 2023
**Filed as an exhibit to the Schedule 13D filed on April 27, 2023
***Filed as an exhibit to the Schedule 13D filed on June 16, 2023
****Filed as an exhibit to the Schedule 13D filed on September 22, 2023
***** Filed as an exhibit to the Schedule 13D filed on November 7, 2023
****** Filed as an exhibit to the Schedule 13D filed on December 8, 2023
Page 31 of 33 Pages
EXHIBIT 15
to
SCHEDULE 13D
Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 2100
San Francisco, CA 94111
1 February, 2024
CAZOO GROUP LTD
40 Churchway
London NW1 1LW
United Kingdom
RE: Director Designation
Ladies and Gentlemen:
This letter agreement (this “Agreement”) is made and entered into by and between Farallon Capital Management, L.L.C., for and on behalf of funds, accounts and
entities managed or advised (on a discretionary basis) by it from time to time (“Farallon”) and Cazoo Group Ltd (the “Company”). Reference is made to that certain
Investor Rights Agreement, dated December 6, 2023, by and among the Company and the Holders thereto (the “IRA”). As contemplated by Section 2.1.2 of the IRA, the Company shall take all Necessary Action (as
defined in the IRA) to cause the appointments of one director to be designated by Farallon at a later time following the closing of the transactions contemplated by the Transaction Support Agreement, dated September 20, 2023, by and among the
Companies and the parties thereto, as amended.
Pursuant to this Agreement and in consideration of the mutual agreements contained herein and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged,
Farallon hereby designates Paul Whitehead as its Shareholder Designee (as defined in the IRA) as a Class III member of the Board of Directors of the Company.
(signature page follows)
Page 32 of 33 Pages
|
Sincerely yours,
Farallon Capital Management, L.L.C.
By: /s/ William S. Seybold
Name: William S. Seybold
Title: Managing Member
|
|||
|
ACKNOWLEDGED AND AGREED:
Cazoo Group Ltd
By: /s/ Paul Whitehead
Name: Paul Whitehead
Title: Chief Executive Officer
|
|||
Page 33 of 33 Pages