SEC Form SC 13G/A filed by Ranpak Holdings Corp (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, DC 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Ranpak Holdings Corp.
| (Name of Issuer) |
|
Class A Common Stock, par value $0.0001 per share |
| (Title of Class of Securities) |
75321W103 |
| (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:
o Rule 13d-1(b)
x Rule 13d-1(c)
o Rule 13d-1(d)
*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).
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CUSIP No. 75321W103
|
SCHEDULE 13G/A
|
Page 2
of 11 Pages
|
|
1
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NAME OF REPORTING PERSONS
Soros Capital LP
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) o
|
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||
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3
|
SEC USE ONLY
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|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
||
|
6
|
SHARED VOTING POWER
4,630,292
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0
|
|||
|
8
|
SHARED DISPOSITIVE POWER
4,630,292
|
|||
|
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
||
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.9%
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|||
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12
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TYPE OF REPORTING PERSON
PN
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|||
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CUSIP No. 75321W103
|
SCHEDULE 13G/A
|
Page
3 of 11 Pages
|
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1
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NAME OF REPORTING PERSONS
Soros Capital GP LLC
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) o
|
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
||
|
6
|
SHARED VOTING POWER
4,630,292
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0
|
|||
|
8
|
SHARED DISPOSITIVE POWER
4,630,292
|
|||
|
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
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10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
||
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.9%
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|||
|
12
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TYPE OF REPORTING PERSON
OO
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|||
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CUSIP No. 75321W103
|
SCHEDULE 13G/A
|
Page 4
of 11 Pages
|
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1
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NAME OF REPORTING PERSONS
Soros Capital Holdco LLC
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) o
|
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
||
|
6
|
SHARED VOTING POWER
4,630,292
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0
|
|||
|
8
|
SHARED DISPOSITIVE POWER
4,630,292
|
|||
|
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.9%
|
|||
|
12
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TYPE OF REPORTING PERSON
OO
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|||
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CUSIP No. 75321W103
|
SCHEDULE 13G/A
|
Page 5
of 11 Pages
|
|
1
|
NAME OF REPORTING PERSONS
Soros Capital Management LLC
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) o
|
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
||
|
6
|
SHARED VOTING POWER
4,630,292
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0
|
|||
|
8
|
SHARED DISPOSITIVE POWER
4,630,292
|
|||
|
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
||
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.9%
|
|||
|
12
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TYPE OF REPORTING PERSON
IA
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|||
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CUSIP No. 75321W103
|
SCHEDULE 13G/A
|
Page 6
of 11 Pages
|
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1
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NAME OF REPORTING PERSONS
Robert Soros
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) o
|
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
||
|
6
|
SHARED VOTING POWER
4,630,292
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0
|
|||
|
8
|
SHARED DISPOSITIVE POWER
4,630,292
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.9%
|
|||
|
12
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TYPE OF REPORTING PERSON
IN
|
|||
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CUSIP
No. 75321W103
|
SCHEDULE 13G/A
|
Page 7
of 11 Pages
|
| Item 1. | (a) Name of Issuer |
Ranpak Holdings Corp.
| Item 1. | (b) Address of Issuer’s Principal Executive Offices |
7990 Auburn Road, Concord Township, Ohio 44077
| Item 2. | (a) Name of Person Filing: |
This Schedule 13G/A is being jointly filed by Soros Capital LP, a Delaware limited partnership (“Soros LP”); Soros Capital GP LLC, a Delaware limited liability company (“Soros GP”) and the general partner of Soros LP; Soros Capital HoldCo LLC, a Delaware limited liability company (“Soros Holdco”) and the sole and managing member of Soros GP; Soros Capital Management LLC, a Delaware limited liability company (“Soros Management”) and the investment manager for Soros LP; and Robert Soros, the managing member of Soros Holdco (collectively, the “Group”).
The Joint Filing Agreement of the members of the Group is attached as Exhibit 1 to this Schedule 13G/A.
| Item 2. | ( b) Address of Principal Business Office: |
Soros Capital LP
250 West 55th Street, New York, NY 10019
Soros Capital GP LLC
250 West 55th Street, New York, NY 10019
Soros Capital HoldCo LLC
250 West 55th Street, New York, NY 10019
Soros Capital Management LLC
250 West 55th Street, New York, NY 10019
Robert Soros
c/o Soros Capital LP
250 West 55th Street, New York, NY 10019
| Item 2. | (c) Names of Person Filing, Address of Principal Business Office, Citizenship: |
Soros Capital LP: Delaware
Soros Capital GP LLC: Delaware
Soros Capital HoldCo LLC: Delaware
Soros Capital Management LLC: Delaware
Robert Soros United States
| Item 2. | (d) Title of Class of Securities |
Class A Common Stock, par value $0.0001 per share (the "Common Stock")
| Item 2. | (e) CUSIP No.: |
75321W103
|
CUSIP No. 75321W103
|
SCHEDULE 13G/A
|
Page 8
of 11 Pages
|
Item 3. 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: |
| (a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | o | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | ¨ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
| (h) | ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | ¨ | 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); | |
| (j) | ¨ | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); | |
| (k) | ¨ | A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
|
CUSIP
No. 75321W103
|
SCHEDULE 13G/A
|
Page
9 of 11 Pages
|
Item 4. Ownership
| (a) | Amount Beneficially Owned: |
4,630,292
| (b) | Percent of Class: |
5.9%
| (c) | Number of shares as to which such person has: Reference is made to Items 5 – 11 on the preceding pages of this Schedule 13G/A for information regarding sole and shared power to vote or direct to vote the shares |
The shares reported in this Schedule 13G/A consist of 1,040,098 shares of the Class A Common Stock, par value $0.0001, held by Soros LP and 3,590,194 shares of the Class A Common Stock issuable to Soros LP upon the conversion of 3,590,194 shares of Class C Common Stock, par value $0.0001, of the Issuer held by Soros LP.
As the general partner of Soros LP, Soros GP may be deemed to have shared power to vote or direct the vote and to dispose or to direct the disposition of the shares held by Soros LP. As the sole and managing member of Soros GP, Soros Holdco may be deemed to have shared power to vote or direct the vote and to dispose or to direct the disposition of the shares held by Soros LP. As the investment advisor to Soros LP, Soros Management may be deemed to have shared power to vote or direct the vote and to dispose or to direct the disposition of the shares held by Soros LP. As the managing member of Soros Holdco, Robert Soros may be deemed to have shared power to vote or direct the vote and to dispose or to direct the disposition of the shares held by Soros LP.
Neither the filing of this Schedule 13G/A nor any of its contents shall be deemed to constitute an admission that Robert Soros, Soros LP, Soros GP, Soros Management or Soros Holdco is the beneficial owner of the shares of the Class A Common Stock of the Issuer referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed, except to the extent of their respective pecuniary interests therein.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].
Item 6. Ownership of More Than Five Percent on Behalf of Another Person
Not Applicable.
Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
Not Applicable.
Item 8. Identification and Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
|
CUSIP No. 75321W103
|
SCHEDULE 13G/A
|
Page
10 of 11 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 14, 2022
Soros Capital LP By: Soros Capital GP LLC, its general partner | |||
| By: | /s/ Gitanjali Workman | ||
| Gitanjali Workman, Attorney-in-Fact | |||
Soros Capital GP LLC | |||
| By: | /s/ Gitanjali Workman | ||
| Gitanjali Workman, Attorney-in-Fact | |||
Soros Capital Management LLC | |||
| By: | /s/ Gitanjali Workman | ||
| Gitanjali Workman, Attorney-in-Fact | |||
Soros Capital Holdco LLC | |||
| By: | /s/ Gitanjali Workman | ||
| Gitanjali Workman, Attorney-in-Fact | |||
Robert Soros | |||
| By: | /s/ Robert Soros | ||
|
CUSIP No. 75321W103
|
SCHEDULE 13G/A
|
Page 11
of 11 Pages
|
Exhibit I
JOINT FILING STATEMENT
PURSUANT TO RULE 13d-1(k)
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of this Schedule 13G/A (including amendments thereto) with respect to the Class A Common Stock, $0.0001 par value per share, of the Issuer and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 14 day of February 2022.
Soros Capital LP By: Soros Capital GP LLC, its general partner | |||
| By: | /s/ Gitanjali Workman | ||
| Gitanjali Workman, Attorney-in-Fact | |||
Soros Capital GP LLC | |||
| By: | /s/ Gitanjali Workman | ||
| Gitanjali Workman, Attorney-in-Fact | |||
Soros Capital Management LLC | |||
| By: | /s/ Gitanjali Workman | ||
| Gitanjali Workman, Attorney-in-Fact | |||
Soros Capital Holdco LLC | |||
| By: | /s/ Gitanjali Workman | ||
| Gitanjali Workman, Attorney-in-Fact | |||
Robert Soros | |||
| By: | /s/ Robert Soros | ||