Amended Statement of Beneficial Ownership (sc 13d/a)
22 December 2022 - 7:18AM
Edgar (US Regulatory)
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)
CUSIP NO.: G9329Z100 |
SCHEDULE 13D |
1 |
NAME
OF REPORTING PERSONS.
J&T
MS 1 SICAV a.s.
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
☐ (b) ☐
|
3 |
SEC USE ONLY
|
4 |
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
AF,
WC
|
5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
|
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Czech
Republic |
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 |
SOLE
VOTING POWER
0 |
8 |
SHARED
VOTING POWER
14,666,123 |
9 |
SOLE
DISPOSITIVE POWER
0 |
10 |
SHARED
DISPOSITIVE POWER
14,666,123 |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,666,123
|
12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.57%
|
14 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
|
|
|
|
CUSIP NO.: G9329Z100 |
SCHEDULE 13D |
1 |
NAME
OF REPORTING PERSONS.
AMISTA
investiční společnost, a.s
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
☐ (b) ☐
|
3 |
SEC USE ONLY
|
4 |
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
AF,
WC
|
5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
|
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Czech
Republic |
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 |
SOLE
VOTING POWER
0 |
8 |
SHARED
VOTING POWER
14,666,123 |
9 |
SOLE
DISPOSITIVE POWER
0 |
10 |
SHARED
DISPOSITIVE POWER
14,666,123 |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,666,123
|
12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.57%
|
14 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
|
|
|
|
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:
(a) |
J&T
MS 1 is the holder of 14,666,123 Ordinary Shares, or 13.57%, of the issued and outstanding Ordinary Shares. |
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.
(b) |
See
rows 7-10 of each cover page for information regarding the power to vote or direct the vote and the power to dispose or direct the
disposition of the shares by the Reporting Persons. |
|
|
(c) |
Except
as disclosed in this Schedule 13D, the Reporting Persons and, to the Reporting Persons’ knowledge, the Covered Persons have
not effected any transactions in the Issuer’s Ordinary Shares during the past 60 days. |
|
|
(d) |
No
persons other than the Reporting Persons have the right to receive, or the power to direct the receipt of dividends from, the proceeds
from the sale of the shares to which this Schedule 13D relates. |
|
|
(e) |
Not
applicable. |
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.
Date:
December 21, 2022 |
|
|
|
|
|
|
J&T
MS 1 SICAV A.S. |
|
|
|
By: |
/s/
Michal Kusák |
|
Name: |
Michal
Kusák |
|
Title: |
Director |
|
|
|
|
AMISTA
INVESTIČNÍ SPOLEČNOST, A.S. |
|
|
|
By: |
/s/
Ondřej Horák |
|
Name: |
Ondřej
Horák |
|
Title: |
Chairman
of the Board of Directors |
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.
Reporting
Person | |
Date
of Transaction | |
Shares
Purchased (Sold) | | |
Price
per Share ($) | |
J&T MS 1 | |
September 14, 2022 | |
| 82,837 | | |
$ | 1.56 | |
J&T MS 1 | |
September 15, 2022 | |
| 86,501 | | |
$ | 1.53 | |
J&T MS 1 | |
September 16, 2022 | |
| 49,744 | | |
$ | 1.46 | |
J&T MS 1 | |
December 14, 2022 | |
| 3,414,492 | | |
$ | 0.51 | |
J&T MS 1 | |
December 15, 2022 | |
| 87,625 | | |
$ | 0.50 | |
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