| CUSIP Number 899896104 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
Tupperware Brands Corporation
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
899896104
(CUSIP Number)
January 26, 2023
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) |
| ☒ | Rule 13d-1(c) |
| ☐ | 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).
| CUSIP Number 899896104 |
| 1. | Name of reporting persons I.R.S. Identification Nos. of above persons (Entities only):
Sharing Services Global Corporation; EIN 30-0869786 |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒1 (b) ☐
|
| 3. | SEC USE ONLY
|
| 4. | Citizenship or Place of Organization
Nevada |
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 |
| 6. | Shared Voting Power
1,446,740 2 | |
| 7. | Sole Dispositive Power
0 | |
| 8. | Shared Dispositive Power
1,446,740 2 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,446,740 2 |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
| 11. | Percent of Class Represented by Amount in Row (9)
3.25%3 |
| 12. | Type of Reporting Person (See Instructions)
CO |
| 1 | Sharing Services Global Corporation; Mr. Heng Fai Ambrose Chan; and Alset International Limited are members of a group (the “Reporting Group”) for the purposes of this amendment to the Schedule 13G as filed with the Securities and Exchange Commission on November 10, 2022. |
| 2 | Consists of (i) 0 shares held by Sharing Services Global Corporation; (i) 166,740 shares (previously recorded in error as 500,000 shares) held by Mr. Heng Fai Ambrose Chan; and (ii) 1,280,000 shares held by Alset International Limited. Between January 6, 2023 to January 26, 2023, Sharing Services Global Corporation sold 1,026,866 shares. As a result, as of the date hereof, the aggregate shareholding of the reporting group fell to 1,446,740 shares of Common Stock of the Issuer. |
| 3 | This percentage is calculated based upon 44,478,026 shares outstanding as reported in the Issuer’s Form 10-Q for the Quarterly Period ended September 24, 2022, as filed with the Securities and Exchange Commission on November 2, 2022. |
| Page 2 of 9 |
| CUSIP Number 899896104 |
| 1. | Name of reporting persons
Mr. Heng Fai Ambrose Chan |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒1 (b) ☐
|
| 3. | SEC USE ONLY
|
| 4. | Citizenship or Place of Organization
Republic of Singapore |
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 |
| 6. | Shared Voting Power
1,446,740 2 | |
| 7. | Sole Dispositive Power
0 | |
| 8. | Shared Dispositive Power
1,446,740 2 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,446,740 2 |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
| 11. | Percent of Class Represented by Amount in Row (9)
3.25%3 |
| 12. | Type of Reporting Person (See Instructions)
IN |
| 1 | Sharing Services Global Corporation; Mr. Heng Fai Ambrose Chan; and Alset International Limited are members of a group (the “Reporting Group”) for the purposes of this amendment to the Schedule 13G as filed with the Securities and Exchange Commission on November 10, 2022. |
| 2 | Consists of (i) 0 shares held by Sharing Services Global Corporation; (ii) 166,740 shares (previously recorded in error as 500,000 shares) held by Mr. Heng Fai Ambrose Chan; and (iii) 1,280,000 shares held by Alset International Limited. Between January 6, 2023 to January 26, 2023, Sharing Services Global Corporation sold 1,026,866 shares. As a result, as of the date hereof, the aggregate shareholding of the reporting group fell to 1,446,740 shares of Common Stock of the Issuer. |
| 3 | This percentage is calculated based upon 44,478,026 shares outstanding as reported in the Issuer’s Form 10-Q for the Quarterly Period ended September 24, 2022, as filed with the Securities and Exchange Commission on November 2, 2022. |
| Page 3 of 9 |
| CUSIP Number 899896104 |
| 1. | Name of reporting persons I.R.S. Identification Nos. of above persons (Entities only)
Alset International Limited |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒1 (b) ☐
|
| 3. | SEC USE ONLY
|
| 4. | Citizenship or Place of Organization
Republic of Singapore |
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 |
| 6. | Shared Voting Power
1,446,740 2 | |
| 7. | Sole Dispositive Power
0 | |
| 8. | Shared Dispositive Power
1,446,740 2 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,446,740 2 |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
| 11. | Percent of Class Represented by Amount in Row (9)
3.25%3 |
| 12. | Type of Reporting Person (See Instructions)
CO |
| 1 | Services Global Corporation; Mr. Heng Fai Ambrose Chan; and Alset International Limited are members of a group (the “Reporting Group”) for the purposes of this amendment to the Schedule 13G as filed with the Securities and Exchange Commission on November 10, 2022. |
| 2 | Consists of (i) 0 shares held by Sharing Services Global Corporation; (ii) 166,740 shares (previously recorded in error as 500,000 shares) held by Mr. Heng Fai Ambrose Chan; and (iii) 1,280,000 shares held by Alset International Limited. Between January 6, 2023 to January 26, 2023, Sharing Services Global Corporation sold 1,026,866 shares. As a result, as of the date hereof, the aggregate shareholding of the reporting group fell to 1,446,740 shares of Common Stock of the Issuer. |
| 3 | This percentage is calculated based upon 44,478,026 shares outstanding as reported in the Issuer’s Form 10-Q for the Quarterly Period ended September 24, 2022, as filed with the Securities and Exchange Commission on November 2, 2022. |
| Page 4 of 9 |
| CUSIP Number 899896104 |
Introductory Note: This Amendment No. 1 (this “Amendment”) amends the Statement on Schedule 13G dated November 10, 2022 (the “Original Statement”) initially filed with the Securities and Exchange Commission, on behalf of Sharing Services Global Corporation, a corporation organized under the laws of the State of Nevada (“SSGC”); Mr. Heng Fai Ambrose Chan (“Chan”); and Alset International Limited, a multinational holding company organized under the laws of the Republic of Singapore and listed on the Catalist Board of the Singapore Exchange (“Alset” and together with SSGC and Chan the “Reporting Group”); in respect of Common Stock of Tupperware Brands Corporation (the “Issuer”).
At the time of the filing of the Original Statement, SSGC held 1,026,866 shares, Mr. Chan held 166,740 shares (previously recorded in error as 500,000 shares) and Alset held 1,280,000 shares of common stock of the Issuer. Subsequent to the filing of the Original Statement between January 6, 2023 to January 26, 2023, Sharing Services Global Corporation sold 1,026,866 shares. As a result, as of the date hereof, the aggregate shareholding of the Reporting Group fell to 1,446,740 shares of Common Stock of the Issuer consisting of (i) 0 shares held by Sharing Services Global Corporation; (ii) 166,740 shares held by Mr. Heng Fai Ambrose Chan; and (iii) 1,280,000 shares held by Alset International Limited.
This Amendment is filed solely to reflect the beneficial ownership by the Reporting Group of less than 5% of the outstanding shares of Common Stock of the Issuer and cessation of further reporting thereby on Schedule 13G.
Item 1.
| (a) | Name of Issuer |
Tupperware Brands Corporation.
| (b) | Address of Issuer’s Principal Executive Offices |
14901 South Orange Blossom Trail
Orlando, Florida 32837
Item 2.
| (a) | Name of Person Filing |
Sharing Services Global Corporation
Mr. Heng Fai Ambrose Chan
Alset International Limited
(together, the “Reporting Persons”)
| (b) | Address of Principal Business Office or, if none, Residence |
c/o Sharing Services Global Corporation 5200 Tennyson Parkway Suite #400 Plano, Texas 75024 |
| (c) | Citizenship |
Sharing Services Global Corporation is organized in Nevada
Mr. Heng Fai Ambrose Chan is a citizen of the Republic of Singapore.
Alset International Limited is organized in the Republic of Singapore
| (d) | Title of Class of Securities |
Common Stock, par value $0.01 per share
| (e) | CUSIP Number |
899896104
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. 78c); |
| (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) | ☐ | 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) | ☐ | Group, in accordance with 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with 240.13d1(b)(1)(ii)(J), please specify the type of institution: |
| Page 5 of 9 |
| CUSIP Number 899896104 |
Item 4. Ownership
| (a) | Amount Beneficially Owned as of February 14, 2023(3): |
| Mr. Heng Fai Ambrose Chan | 1,446,740 | (1) | ||
| Alset International Limited | 1,280,000 | |||
| Sharing Services Global Corporation | 0 |
| (b) | Percent of Class as of February 14, 2023(3): |
| Mr. Heng Fai Ambrose Chan | 3.25 | %(1) | ||
| Alset International Limited | 2.88 | % | ||
| Sharing Services Global Corporation | 0.00 | % |
| (c) | Number of shares as to which the person has, as of February 14, 2023(3): |
| (i) | Sole power to vote or to direct the vote |
| Mr. Heng Fai Ambrose Chan | 0 | |||
| Alset International Limited | 0 | |||
| Sharing Services Global Corporation | 0 |
| (ii) | Shared power to vote or to direct the vote |
| Mr. Heng Fai Ambrose Chan | 1,446,740 | (2) | ||
| Alset International Limited | 1,446,740 | (2) | ||
| Sharing Services Global Corporation | 1,446,740 | (2) |
| (iii) | Sole power to dispose or to direct the disposition of |
| Mr. Heng Fai Ambrose Chan | 0 | |||
| Alset International Limited | 0 | |||
| Sharing Services Global Corporation | 0 |
| (iv) | Shared power to dispose or to direct the disposition of |
| Mr. Heng Fai Ambrose Chan | 1,446,740 | (2) | ||
| Alset International Limited | 1,446,740 | (2) | ||
| Sharing Services Global Corporation | 1,446,740 | (2) |
| (1) | Mr. Chan is a Class II Director and the Executive Chairman of the Board of Directors of Sharing Services Global Corporation (“SSGC”). Mr. Chan also holds approximately 76.6% of SSGC’s voting stock. Mr. Chan is the Chief Executive Officer of Alset International Limited (“Alset”). Accordingly, due to his interest and control over SSGC and Alset, Mr. Chan’s beneficial ownership includes shares held by SSGC and Alset. |
|
(2) |
Consists of (i) 0 shares held by SSGC; (ii) 166,740 shares (previously recorded in error as 500,000 shares) held by Mr. Heng Fai Ambrose Chan; and (iii) 1,280,000 shares held by Alset. |
| (3) | Calculated based upon 44,478,026 shares outstanding as reported in the Issuer’s Form 10-Q for the Quarterly Period ended September 24, 2022, as filed with the Securities and Exchange Commission on November 2, 2022. |
As described above, between January 6, 2023 to January 26, 2023, Sharing Services Global Corporation sold 1,026,866 shares. As a result, as of the date hereof, the aggregate shareholding of the Reporting Group fell to 1,446,740 shares of Common Stock of the Issuer consisting of (i) 0 shares held by Sharing Services Global Corporation; (ii) 166,740 shares held (previously recorded in error as 500,000 shares) by Mr. Heng Fai Ambrose Chan; and (iii) 1,280,000 shares held by Alset International Limited.
| Page 6 of 9 |
| CUSIP Number 899896104 |
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
See Item 4 and Exhibit 99.1.
Item 9. Notice of Dissolution of a 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, other than activities solely in connection with a nomination under § 240.14a-11.
| Page 7 of 9 |
| CUSIP Number 899896104 |
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, 2023
| John Thatch | ||||
| By: | /s/ John Thatch | |||
| Authorized Signatory for the Reporting Group | ||||
| Page 8 of 9 |
| CUSIP Number 899896104 |
EXHIBITS
| A: | Joint Filing Agreement* |
| B: | Power of Attorney* |
* Previously Filed
| Page 9 of 9 |