SEC Form SC 13G filed by Just Eat Takeaway.com N.V.
$GRUB
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
(Amendment No. )*
JUST EAT TAKEAWAY.COM N.V.
(Name of Issuer)
Ordinary shares, nominal value €0.04
(Title of Class of Securities)
48214T305**
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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Rule 13d-1(b)
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Rule 13d-1(c)
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Rule 13d-1(d)
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*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 the disclosures
provided in a prior cover page.
The information required in 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).
** This CUSIP applies to the Issuer’s American Depositary Shares, each representing one-fifth of one Ordinary Share.
CUSIP No. 48214T305
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NAMES OF REPORTING PERSONS
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Jitse Groen
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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SEC USE ONLY
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Netherlands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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15,324,546.00 Ordinary Shares (1)(2)
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6
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SHARED VOTING POWER
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0
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SOLE DISPOSITIVE POWER
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15,324,546.00 Ordinary Shares (1)(2)
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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15,324,546.00 Ordinary Shares (1)(2)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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7.21% (3)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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(1) Shares are held either directly by Mr Groen or indirectly through Gribhold B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid), with respect to which
Mr. Groen is the holder of all shares.
(2) Includes 15,324,546.00 Ordinary Shares and does not include (i) 23,995.00 options to purchase Ordinary Shares, (ii) 11,506.00 conditional options and (iii) 4,685.00 deferred stock units, which options and deferred stock units are not
excerciseable or do not vest within 60 days of the filing date hereof.
(3) Percentage ownership based on 212,621,200.00 shares of the Issuer outstanding as of September 28, 2021, as reported in the Issuer’s press release on Form 6-K filed with the Securities and Exchange Commission on September 28, 2021.
2
CUSIP No. 48214T305
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NAMES OF REPORTING PERSONS
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Gribhold B.V. (1)
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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SEC USE ONLY
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Netherlands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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15,318,766.00 Ordinary Shares (2)
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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15,318,766.00 Ordinary Shares (2)
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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15,318,766.00 Ordinary Shares (2)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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7.20% (3)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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(1) Gribhold B.V. is a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid), with respect to which Jitse Groen is the holder of all shares.
(2) Includes 15,318,766.00 Ordinary Shares.
(3) Percentage ownership based on 212,621,200.00 shares of the Issuer outstanding as of September 28, 2021, as reported in the Issuer’s press release on Form 6-K filed with the Securities and Exchange Commission on September 28, 2021.