SEC Form SC 13D/A filed by Venator Materials PLC (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Amendment No. 2)

Under the Securities Exchange Act of 1934*

Venator Materials PLC

(Name of Issuer)

Ordinary Shares, par value US$0.001

(Title of Class of Securities)

G9329Z100

(CUSIP Number)

J&T MS 1 SICAV a.s.

Sokolovská 700/113a, Prague 8

Czech Republic

+420 720 757 352

c/o Martin Seyček

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

December 14, 2022

(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.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §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, as amended (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).

(Continued on Following Pages)

Preamble

This Amendment No. 2 (this “Second Amendment”) to Schedule 13D amends and supplements the Schedule 13D filed on June 3, 2022 (the “Original Schedule”) and Amendment No. 1 to the Original Schedule filed on September 19, 2022 (the “First Amendment”), by J&T MS 1 SICAV a.s.,a société d’investissement à capital variable (investment company with variable capital) established in the Czech Republic (“J&T MS 1”), and AMISTA investiční společnost, a.s., a joint stock company established in the Czech Republic (“AMISTA”). AMISTA is the sole director of J&T MS 1. J&T MS 1 SICAV and AMISTA are sometimes referred to herein collectively as the “Reporting Persons.” This Second Amendment is being filed because the ownership percentage reflected in the First Amendment has recently increased by greater than one percent (1.0%) as a result of open market purchases of the Ordinary Shares by J&T MS 1 SICAV.

Except as specifically amended by this Second Amendment, items in the Original Schedule and the First Amendment, as applicable, are unchanged. Capitalized terms used herein that are not defined have the meaning ascribed to them in the Original Schedule.

Item 3. Source and Amount of Funds or Other Consideration. Item 3 of the Original Schedule is hereby amended and supplemented to include the following paragraphs to the end of the item, after the paragraphs added by the First Amendment:

The Ordinary Shares acquired by the Reporting Persons since the First Amendment was filed were bought by J&T MS 1 SICAV using investment funds in open market purchases, and those purchases since the First Amendment was filed are set forth in Appendix A.

The aggregate purchase price of the 14,666,123 Ordinary Shares owned directly by J&T MS 1 SICAV is approximately $1.60, excluding brokerage commissions.

Item 4. Purpose of Transaction.

The information set forth in Item 3 of this Second Amendment is incorporated herein by reference. Item 4 of the Original Schedule is hereby amended and supplemented to include the following sentence to the end of the first paragraph of the item, after the sentence added by the First Amendment:

The Reporting Persons have been engaged in substantive discussions with the Issuer’s management since the filing of the First Amendment and intend to hold further discussions in the near future.

Item 5. Interest in Securities of the Issuer.

The information set forth in the cover pages and Item 3 of this Second Amendment is incorporated herein by reference. Item 5 of the First Amendment is deleted in its entirety and replaced with the following:

Each of the Reporting Persons, as a result of the relationships described in Item 2, may be deemed to directly or indirectly beneficially own the Ordinary Shares held by J&T MS 1. Each of the Reporting Persons disclaims beneficial ownership in all shares of Ordinary Shares reported herein, except to the extent of its respective pecuniary interest therein.

The ownership percentages reported in this Schedule 13D are based on 108,049,979 shares of Ordinary Shares outstanding of the Issuer, as of November 30, 2022, as communicated to the Reporting Persons by the Issuer on or around that date.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Second Amendment is true, complete and correct.

Appendix A

TRANSACTIONS IN THE COMMON SHARES EFFECTED BY THE REPORTING PERSON SINCE THE LAST SECTION 13D FILING

The following table sets forth all transactions with respect to the Ordinary Shares effected since the First Amendment was filed by any of the Reporting Persons. All such transactions in the table were effected in the open market, and the table excludes commissions paid in per share prices.