SEC Form SC 13G/A filed by Despegar.com Corp. (Amendment)
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CUSIP No. G27358103
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1
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NAME OF REPORTING PERSONS
Ancient Art, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
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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
0
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6
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SHARED VOTING POWER
3,572,243
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
3,572,243
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,572,243
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.4% **
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12
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TYPE OF REPORTING PERSON*
PN, IA
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT
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**
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SEE ITEM 4(b).
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CUSIP No. G27358103
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1
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NAME OF REPORTING PERSONS
Trango II, L.L.C.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
|
SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
3,572,243
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||||||||
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
3,572,243
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,572,243
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.4% **
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12
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TYPE OF REPORTING PERSON*
OO, HC
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT
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**
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SEE ITEM 4(b).
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CUSIP No. G27358103
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1
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NAME OF REPORTING PERSONS
Quincy J. Lee
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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|
5
|
SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
3,572,243
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||||||||
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
3,572,243
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,572,243
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||||||||
10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
☐
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||||||||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.4% **
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12
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TYPE OF REPORTING PERSON*
IN, HC
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT
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**
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SEE ITEM 4(b).
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Item 1(a)
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Name of Issuer.
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Item 1(b)
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Address of Issuer’s Principal Executive Offices.
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Item 2(a)
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Name of Person Filing.
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Item 2(b)
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Address of Principal Business Office, or, if none, Residence.
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Item 2(c)
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Citizenship or Place of Organization.
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Item 2(d)
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Title of Class of Securities.
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Item 2(e)
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CUSIP Number.
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Item 3
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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:
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(a)
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☐
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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☐
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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☐
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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☒
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An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E).
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(f)
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☐
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
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(g)
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☒
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
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(h)
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☐
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
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(i)
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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)
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☐
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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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Item 4
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Ownership.
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(a)
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The Reporting Persons may be deemed the beneficial owners of 3,572,243 Ordinary Shares held by the Fund.
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(b)
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The Reporting Persons may be deemed the beneficial owners of 5.4% of the Issuer’s outstanding Ordinary Shares. This percentage was calculated by dividing (i) 3,572,243, the number of Ordinary Shares held by the Fund, by (ii) 66,056,445,
the number of Ordinary Shares issued and outstanding as of December 31, 2022, as reported in the Issuer’s Form 20-F filed with the Securities and Exchange Commission on April 27, 2023.
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(c)
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The Reporting Persons have the shared power to vote and dispose of the 3,572,243 Ordinary Shares held by the Fund.
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Item 5
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Ownership of Five Percent or Less of a Class.
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Item 6
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Ownership of More Than Five Percent on Behalf of Another Person.
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Item 7
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Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.
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Item 8
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Identification and Classification of Members of the Group.
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Item 9
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Notice of Dissolution of Group.
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Item 10
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Certification.
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Ancient Art, L.P.
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By: Trango II, L.L.C., its general partner
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By: /s/ Quincy J. Lee
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Name: Quincy J. Lee
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Title: Manager
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Trango II, L.L.C.
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By: /s/ Quincy J. Lee
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Name: Quincy J. Lee
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Title: Manager
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/s/ Quincy J. Lee
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Quincy J. Lee
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