UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* | ||
trivago N.V.
(Name of Issuer)
Class A shares, nominal value of €0.06 per share
(Title of Class of Securities)
89686D 105 (for American Depositary Shares, each representing one Class A Share)
(CUSIP Number)
Rolf Schrömgens
Kesselstrasse 5-7
40221 Düsseldorf
Federal Republic of Germany
+49-211-3876841302
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
September 2, 2021
(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 which is subject of this Schedule 13D, and is filing this statement because of §§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 Rule 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 (the “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/A
Page 2 of 4 Pages
CUSIP No.: 89686D 105 (for American Depositary Shares, each representing one Class A Share) | |||||||||||
1. | Name of Reporting Person: Rolf Schrömgens | ||||||||||
2. | Check the Appropriate Box if a Member of Group (See Instructions): (a) ☐ (b) ☐ | ||||||||||
| 3. | SEC Use Only: | ||||||||||
| 4. | Source of Funds: PF | ||||||||||
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ☐ | ||||||||||
6. | Citizenship or Place of Organization: Federal Republic of Germany | ||||||||||
Number of Shares Beneficially Owned By Each Reporting Person With: | 7. | Sole Voting Power: 50,245,791 (1) | |||||||||
| 8. | Shared Voting Power: 0 | ||||||||||
| 9. | Sole Dispositive Power: 50,245,791 (1) | ||||||||||
| 10. | Shared Dispositive Power: 0 | ||||||||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person: 50,245,791 (1) | ||||||||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares: ☐ | ||||||||||
| 13. | Percent of Class Represented By Amount In Row (11): 14.0% (1) (2) | ||||||||||
| 14. | Type of Reporting Person: IN | ||||||||||
(1) Pursuant to the articles of association of the Issuer, each Class B share is convertible into one Class A share of the Issuer at any time by the holder thereof, while Class A shares are not convertible into Class B shares under any circumstances. Class A shares are entitled to one vote per share and Class B shares are entitled to ten votes per share.
(2) Based upon the total of 358,667,503 of the Issuer’s Class A and Class B shares outstanding as of December 31, 2021.
Schedule 13D/A
Page 3 of 4 Pages
This Amendment No. 3 hereby amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on September 7, 2017 and amended on May 26, 2021 and June 2, 2021, relating to the Class A shares of trivago N.V. (the “Issuer”). Capitalized terms used but not defined herein shall have the respective meanings set forth in the Schedule 13D. Except as amended or supplemented hereby, the information set forth in the Schedule 13D remains unchanged.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby supplemented with the following information:
On September 2, 2021, the Reporting Person sold 3,700,000 Class A shares in a block trade at a purchase price of $2.47 per share. On February 14, 2022, the Reporting Person sold shares in open market transactions as set forth on Item 5(c).
Item 5. Interest in Securities of the Issuer
Item 5(a) of the Schedule 13D is hereby amended to read:
(a) As of the close of business on September 2, 2021, the Reporting Person may be deemed to have beneficially owned 51,021,012 Class A shares of the Issuer, representing 14.2% of the Issuer's outstanding Class A and Class B shares, based on 358,667,503 Class A and Class B shares of the Issuer outstanding as of December 31, 2021. As of the close of business on September 2, 2021, the Reporting Person held 21,928,205 Class A shares, 28,468,807 Class B shares and options to acquire 400,000 Class A shares at an exercise price of $12.14 per share and 224,000 Class A shares at an exercise price of $7.17 per share that are all immediately exercisable. Such options expired on September 30, 2021. On February 14, 2022, the Reporting Person sold shares in open market transactions as set forth on Item 5(c). Accordingly, as of the open of business on February 15, 2022, the Reporting Person may be deemed to have beneficially owned 50,245,791 shares, representing 14.0% of the Issuer’s outstanding Class A and Class B shares.
Item 5(c) of the Schedule 13D is hereby supplemented with the following information:
(c) Transactions in the Issuer’s Class A or Class B shares within 60 Days. On September 2, 2021, the Reporting Person sold 3,700,000 Class A shares in a block trade at a purchase price of $2.47 per share. On February, 14, 2022, the Reporting Person sold 151,221 shares in open market transactions at a weighted average sales price of $2.55 per share. Other than as disclosed in the Schedule 13D, no other transactions in the Issuer’s Class A shares or Class B shares have been effected by the Reporting Person within the past 60 days up to and including September 2, 2021.
Schedule 13D/A
Page 4 of 4 Pages
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.
| Dated: February 15, 2022 | ||||||||||||||
/s/ Rolf Schrömgens | ||||||||||||||
| Rolf Schrömgens | ||||||||||||||