CUSIP
No. 03938L104
1
|
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF
ABOVE PERSONS (ENTITIES ONLY)
HSBC
Trustee (C.I.) Limited, as trustee of the Platinum Trust
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☒
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
OO
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Jersey,
Channel Islands
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
352,279,291
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
352,279,291
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
352,279,291
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.9%*
|
14
|
TYPE
OF REPORTING PERSON
CO
|
|
|
|
|
|
*
|
The percent of class figures set forth in this Sixteenth Amendment (as defined below) are calculated based on 945,495,489 issued and outstanding
ArcelorMittal Shares (as defined below) as of November 16, 2021, as published on the website of ArcelorMittal, and the $100 million in
principal amount of Convertible Notes (as defined below) held by Lumen Investments S.à r.l., which are convertible into ArcelorMittal
Shares at the minimum conversion ratio under the terms of the Convertible Notes.
|
CUSIP
No. 03938L104
1
|
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF
ABOVE PERSONS (ENTITIES ONLY)
Lakshmi
N. Mittal
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☒
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
OO
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Republic
of India
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
286,742
|
8
|
SHARED
VOTING POWER
352,279,291
|
9
|
SOLE
DISPOSITIVE POWER
286,742
|
10
|
SHARED
DISPOSITIVE POWER
352,279,291
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
352,566,033
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☒
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.9%
|
14
|
TYPE
OF REPORTING PERSON
IN
|
|
|
|
|
CUSIP
No. 03938L104
1
|
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF
ABOVE PERSONS (ENTITIES ONLY)
Usha
Mittal
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☒
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
OO
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Republic
of India
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
25,500
|
8
|
SHARED
VOTING POWER
352,279,291
|
9
|
SOLE
DISPOSITIVE POWER
25,500
|
10
|
SHARED
DISPOSITIVE POWER
352,279,291
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
352,304,791
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.9%
|
14
|
TYPE
OF REPORTING PERSON
IN
|
|
|
|
|
CUSIP
No. 03938L104
1
|
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF
ABOVE PERSONS (ENTITIES ONLY)
Grandel
Limited
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☒
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
OO
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Gibraltar
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
352,279,291
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
352,279,291
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
352,279,291
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.9%
|
14
|
TYPE
OF REPORTING PERSON
HC
|
|
|
|
|
CUSIP
No. 03938L104
1
|
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF
ABOVE PERSONS (ENTITIES ONLY)
Lumen
Investments S.à r.l.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☒
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
OO
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Luxembourg
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
288,620,943
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
288,620,943
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
288,620,943
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.2%
|
14
|
TYPE
OF REPORTING PERSON
HC
|
|
|
|
|
CUSIP
No. 03938L104
1
|
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF
ABOVE PERSONS (ENTITIES ONLY)
Nuavam
Investments S. à r.l.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☒
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
OO
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Luxembourg
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
63,658,348
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
63,658,348
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
63,658,348
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.7%
|
14
|
TYPE
OF REPORTING PERSON
HC
|
|
|
|
|
This Amendment No. 16 (this “Sixteenth Amendment”)
to Schedule 13D amends and supplements Amendment No.15 to Schedule 13D, filed August 2, 2021 (the “Fifteenth Amendment”),
Amendment No.14 to Schedule 13D, filed June 22, 2021 (the “Fourteenth Amendment”), Amendment No.13 to Schedule 13D,
filed February 16, 2021, Amendment No. 12 to Schedule 13D, filed May 29, 2020, Amendment No. 11 to Schedule 13D, filed May 13, 2020, Amendment
No. 10 to Schedule 13D, filed April 12, 2016, Amendment No. 9 to Schedule 13D, filed March 15, 2016, Amendment No. 8 to Schedule 13D,
filed February 5, 2016, Amendment No. 7 to Schedule 13D, filed January 11, 2013, Amendment No. 6 to Schedule 13D, filed June 23, 2010,
Amendment No. 5 to Schedule 13D, filed April 12, 2010, Amendment No. 4 to Schedule 13D, filed May 8, 2009, Amendment No. 3 to Schedule
13D, filed April 3, 2009, Amendment No. 2 to Schedule 13D, filed November 20, 2007, Amendment No. 1 to Schedule 13D, filed August 30,
2006, as well as the statement on Schedule 13D originally filed on December 27, 2004 (as amended, the “Statement”)
with the Securities and Exchange Commission (the “Commission”) relating to the Ordinary Shares, without nominal value,
of ArcelorMittal (“ArcelorMittal Shares”), a company organized under the laws of The Grand Duchy of Luxembourg (“ArcelorMittal”
or the “Company”) and the successor entity by merger to Mittal Steel Company N.V., a company organized under the laws
of the Netherlands (“Mittal Steel”). Unless otherwise indicated, capitalized terms used but not defined in this Sixteenth
Amendment have the meanings ascribed to such terms in the Statement.
Item 2. Identity and Background.
Schedules A, C and D of the Statement are hereby
amended and restated by Schedules A, C and D, respectively, of this Sixteenth Amendment.
Item 3. Source and Amount of Funds or other Consideration.
The response set forth in Item 3 of the Statement
is hereby amended by deleting the previous response in its entirety and replacing it with the following:
No material acquisition of beneficial ownership
of ArcelorMittal Shares has been made by any of the persons named in Item 2 of the Statement since the filing of the Fifteenth Amendment
by the Reporting Persons.
Item 4. Purpose of Transaction.
The first four disclosure paragraphs of
the response set forth in Item 4 of the Statement are hereby amended by deleting the paragraphs in their entirety and replacing them with
the following:
On February 11, 2021, ArcelorMittal announced a share
buy-back program for an aggregate maximum amount of $650,000,000 (the “First Buy-Back Program”). ArcelorMittal also
announced that upon completion of the First Buy-Back Program, it will commence a further share buy-back program for an aggregate amount
of $570,000,000 (the “Second Buy-Back Program”). In connection with the First Buy-Back Program and the Second Buy-Back
Program, ArcelorMittal and Lumen entered into a Share Repurchase Agreement (as defined below). The First Buy-Back Program and the Second
Buy-Back Program concluded on March 4, 2021 and June 18, 2021, respectively. Lumen sold 16,338,603 ArcelorMittal Shares under the First
Buy-Back Program and the Second Buy-Back Program.
On June 18, 2021, ArcelorMittal announced a third buy-back
program for an aggregate maximum amount of $750,000,000 (the “Third Buy-Back Program”). In connection with the Third
Buy-Back Program, ArcelorMittal and Lumen entered into the First Amendment Agreement (as defined below). The Third Buy-Back Program concluded
on July 5, 2021. Lumen sold 8,888,228 ArcelorMittal Shared under the Third Buy-Back Program.
On July 29, 2021, ArcelorMittal announced a fourth
buy-back program for an aggregate maximum amount of $2,200,000,000 (the “Fourth Buy-Back Program”). In connection with
the Fourth Buy-Back Program, ArcelorMittal and Lumen entered into the Second Amendment Agreement (as defined below). The Fourth Buy-Back
Program concluded on November 16, 2021. Lumen sold 24,494,640 ArcelorMittal Shared under the Fourth Buy-Back Program.
On November 11, 2021 and November 17, 2021, ArcelorMittal
announced a fifth buy-back program for an aggregate maximum amount of $1,000,000,000 (the “Fifth Buy-Back Program”).
On each trading day during which ArcelorMittal conducts purchases under the Fifth Buy-Back Program, ArcelorMittal and Lumen have agreed
to purchase and sell, respectively, a number of ArcelorMittal Shares, such that the number of ArcelorMittal Shares so purchased and sold
represents 36.34% of the sum of: (i) the total number of shares purchased by ArcelorMittal under the Fifth Buy-Back Program (other than
from Lumen) and (ii) the number of ArcelorMittal Shares purchased by ArcelorMittal from Lumen pursuant to the Third Amendment Agreement
(as defined below), in each case on that trading day.
The foregoing summary of Lumen’s undertaking
to participate in the Fifth Buy-Back Program should be read in conjunction with the full text of the Share Repurchase Agreement and the
Third Amendment Agreement, copies of which are included as Exhibit 8 and Exhibit 11, respectively, to this Sixteenth Amendment and which
are incorporated herein by reference. The descriptions of the Share Repurchase Agreement, the First Amendment Agreement, the Second Amendment
Agreement and the Third Amendment Agreement as set forth in Item 6 of this Sixteenth Amendment are incorporated by reference herein.
Item 5. Interest in Securities of the Issuer.
The response set forth in Items 5(a)-(c) of
the Statement is hereby amended by deleting the previous response in its entirety and replacing it with the following:
(a) Lumen is the direct owner of 279,354,343
ArcelorMittal Shares. Lumen is also the direct owner of $100,000,000 in principal amount of 5.50% Mandatorily Convertible Subordinated
Notes due 2023 of ArcelorMittal (the “Convertible Notes”). Lumen may convert its Convertible Notes into 9,266,600 of
ArcelorMittal Shares. Accordingly, Lumen is the beneficial owner of 288,620,943 ArcelorMittal Shares in total, representing 30.2% of the
ArcelorMittal Shares outstanding.
Nuavam is the direct owner of 63,658,348 ArcelorMittal
Shares, representing 6.7% of the ArcelorMittal Shares outstanding.
Grandel is the indirect owner of 352,279,291
ArcelorMittal Shares, representing 36.9% of the ArcelorMittal Shares, by virtue of its 100% indirect ownership of Lumen and Nuavam.
The Trustee is the indirect beneficial owner
of 352,279,291 ArcelorMittal Shares, representing 36.9% of the ArcelorMittal Shares, by virtue of its beneficial ownership of 70% of the
Class A voting shares of Grandel, as discussed in greater detail in Item 2 of the Statement.
Mr. Mittal is the direct owner of 286,742 ArcelorMittal
Shares representing less than 0.1% of the ArcelorMittal Shares outstanding. Furthermore, under the terms of the Platinum Trust Deed, Mr.
Mittal shares with Mrs. Mittal and the Trustee beneficial ownership of 70% of the Class A voting shares of Grandel and accordingly Mr.
Mittal is the beneficial owner of 352,566,033 ArcelorMittal Shares in total, representing 36.9% of the ArcelorMittal Shares outstanding.
In addition, Mr. Mittal holds a total of 321,714 performance share units, granted by ArcelorMittal pursuant to its Group Management Board
Performance Share Unit Plan (“PSU”), of which 154,409 may vest in 2022, 89,933 may vest in 2023 and 77,372 may vest
in 2024. As the vesting of PSUs is dependent on company performance criteria not fully within the control of the PSU holder, Mr. Mittal
does not beneficially own ArcelorMittal Shares by virtue of his ownership of the PSUs.
Mrs. Mittal is the direct owner of 25,500 ArcelorMittal
Shares, representing less than 0.1% of the ArcelorMittal Shares outstanding. Additionally, under the terms of the Platinum Trust
Deed, Mrs. Mittal shares with Mr. Mittal and the Trustee beneficial ownership of 70% of the Class A voting shares of Grandel and accordingly
Mrs. Mittal is the beneficial owner of 352,304,791 ArcelorMittal Shares in total, representing 36.9% of the ArcelorMittal Shares outstanding.
Aditya Mittal is the direct owner of 120,413
ArcelorMittal Shares, representing less than 0.1% of the ArcelorMittal Shares outstanding. Aditya Mittal holds a total of 287,354 PSUs
of which 133,720 may vest in 2022, 82,584 may vest in 2023 and 71,050 may vest in 2024. As the vesting of PSUs is dependent on company
performance criteria not fully within the control of the PSU holder, Aditya Mittal does not beneficially own ArcelorMittal Shares by
virtue of his ownership of the PSUs. Aditya Mittal is the son of Mr. Mittal and Mrs. Mittal.
Vanisha Mittal Bhatia is the direct owner of
8,500 ArcelorMittal Shares, representing less than 0.1% of the ArcelorMittal Shares outstanding. Vanisha Mittal Bhatia is the daughter
of Mr. Mittal and Mrs. Mittal.
The calculation of the beneficial ownership
percentages set forth in Item 5(a) and 5(b) is based on 982,809,772 ArcelorMittal Shares issued as of November 16, 2021 as published on
the website of ArcelorMittal, of which 37,314,283 were held by ArcelorMittal as treasury stock, and on the Convertible Notes held by the
Reporting Persons converted at the minimum conversion ratio under the terms of the Convertible Notes.
(b) Lumen has the power to vote or to direct
the vote or dispose or direct the disposition of 279,354,343 ArcelorMittal Shares. In addition, Lumen also holds Convertible Notes, which
it may convert into 9,266,600 ArcelorMittal Shares and would upon conversion have the power to vote or direct the vote or dispose of such
ArcelorMittal Shares. Lumen shares such powers with Mr. Mittal, Mrs. Mittal, the Trustee and Grandel, by virtue of their indirect beneficial
ownership of Lumen. Accordingly, Lumen shares with the persons specified in the immediately preceding sentence the power to vote or to
direct the vote or dispose or direct the disposition of 288,620,943 ArcelorMittal Shares, representing 30.2% of the ArcelorMittal Shares
outstanding.
Nuavam has the power to vote or to direct the
vote or dispose or direct the disposition of 63,658,348 ArcelorMittal Shares. Nuavam shares such powers with Mr. Mittal, Mrs. Mittal,
the Trustee and Grandel, by virtue of their indirect beneficial ownership of Nuavam. Accordingly, Nuavam shares with the persons specified
in the immediately preceding sentence the power to vote or to direct the vote or dispose or direct the disposition of 63,658,348 ArcelorMittal
Shares, representing 6.7% of the ArcelorMittal Shares outstanding.
Grandel has the power to vote or to direct the
vote or dispose or direct the disposition of 343,012,691 ArcelorMittal Shares, which it shares with Mr. Mittal, Mrs. Mittal and the Trustee,
by virtue of the Trustee’s ownership of 70% of the Grandel voting shares and the terms of the Platinum Trust Deed, as well as with
Lumen and Nuavam as described in the preceding two paragraphs. In addition, Grandel would also have shared voting and dispositive power
over the 9,266,600 ArcelorMittal Shares into which the Convertible Notes held by Lumen may be converted and, accordingly, Grandel shares
the power to vote or to direct the vote or dispose or direct the disposition of 352,279,291 ArcelorMittal Shares, representing 36.9% of
the ArcelorMittal Shares outstanding.
The Trustee (subject to its obligations under
the Platinum Trust Deed and its obligations as a fiduciary under applicable law) has the power to vote or to direct the vote or dispose
or direct the disposition of 343,012,691 ArcelorMittal Shares, which it shares with Mr. Mittal and Mrs. Mittal by virtue of their shared
beneficial ownership (as such term is defined under Rule 13d-3 under the Act) of 70% of the Class A voting shares in Grandel, as well
as with Lumen, Nuavam and Grandel as described in the preceding three paragraphs. In addition, the Trustee would also have shared voting
and dispositive power over the 9,266,600 ArcelorMittal Shares into which the Convertible Notes held by Lumen may be converted and, accordingly,
the Trustee shares with the persons specified in the immediately preceding sentence the power to vote or to direct the vote or dispose
or direct the disposition of 352,279,291 ArcelorMittal Shares, representing 36.9% of the ArcelorMittal Shares outstanding.
Mr. Mittal has the sole power to vote or to
direct the vote or dispose or direct the disposition of the 286,742 ArcelorMittal Shares that he owns directly, representing less than
0.1% of the ArcelorMittal Shares outstanding. Mr. Mittal, Mrs. Mittal and the Trustee also share beneficial ownership of 70% of the Class
A voting shares of Grandel, thereby sharing power to vote or to direct the vote or dispose or direct the disposition of ArcelorMittal
Shares as described in the third paragraph of Item 5(b). Accordingly, Mr. Mittal shares the power to vote or to direct the vote or dispose
or direct the disposition of 352,279,291 ArcelorMittal Shares beneficially owned by him, representing 36.9% of the ArcelorMittal Shares
outstanding. See Item 6 below regarding Mr. Mittal’s and Mrs. Mittal’s shared beneficial ownership of 70% of the Class A voting
shares of Grandel with the Trustee.
Mrs. Mittal has the sole power to vote or to
direct the vote or dispose or direct the disposition of the 25,500 ArcelorMittal Shares that she owns directly, representing less than
0.1% of the ArcelorMittal Shares outstanding. Mrs. Mittal, Mr. Mittal and the Trustee also share beneficial ownership of 70% of the Class
A voting shares of Grandel, thereby sharing power to vote or to direct the vote or dispose or direct the disposition of ArcelorMittal
Shares as described in the third paragraph of Item 5(b). Accordingly, Mrs. Mittal shares the power to vote or to direct the vote or dispose
or direct the disposition of 352,279,291 ArcelorMittal Shares beneficially owned by her, representing 36.9% of the ArcelorMittal Shares
outstanding.
Aditya Mittal has the sole power to vote or
to direct the vote or dispose or direct the disposition of the 120,413 ArcelorMittal Shares that he owns directly, representing less than
0.1% of the ArcelorMittal Shares outstanding.
Vanisha Mittal Bhatia has the sole power to
vote or to direct the vote or dispose or direct the disposition of the 8,500 ArcelorMittal Shares that she owns directly, representing
less than 0.1% of the ArcelorMittal Shares outstanding.
(c) Set forth below is a table indicating the
number of shares acquired, average price per share, and settlement date for acquisitions of shares by ArcelorMittal from Lumen under the
Fourth Buy-Back Program.
Number of shares
|
Average price per share (euros)
|
Date of settlement
|
1,632,617
|
28.07
|
September, 21, 2021
|
1,141,690
|
25.61
|
September 28, 2021
|
1,335,208
|
25.90
|
October 5, 2021
|
1,569,825
|
24.92
|
October 12, 2021
|
1,465,359
|
26.70
|
October 19, 2021
|
1,409,988
|
27.65
|
October 26, 2021
|
1,191,373
|
28.67
|
November 2, 2021
|
1,098,078
|
28.58
|
November 9, 2021
|
1,404,913
|
28.03
|
November 16, 2021
|
302,476
|
27.10
|
November 18, 2021
|
Except as disclosed in this Statement,
to the knowledge of the Reporting Persons, none of the persons named in Item 2 has effected any transaction in the ArcelorMittal Shares
during the past 60 days.
Item 6. Contracts, Arrangements, Understanding
or Relationships with Respect to Securities of the Issuer.
The response set forth in Item 6 of the Statement is
hereby amended by deleting the previous disclosure set forth under the heading “Share Repurchase Agreement and Amendments Thereto”
in entirety and replacing it with the following:
Share Repurchase Agreement and Amendments Thereto
On February 12, 2021, ArcelorMittal and Lumen entered
into a share repurchase agreement (the “Share Repurchase Agreement”) in connection with the First Buy-Back Program
and Second Buy-Back Program.
On June 21, 2021, ArcelorMittal and Lumen entered into
an amendment to the Share Repurchase Agreement (the “First Amendment Agreement”) in connection with the Third Buy-Back
Program.
On July 30, 2021, ArcelorMittal and Lumen entered into
a second amendment to the Share Repurchase Agreement (the “Second Amendment Agreement”) in connection with the Fourth
Buy-Back Program.
On November 17, 2021, ArcelorMittal and Lumen entered
into a third amendment to the Share Repurchase Agreement (the “Third Amendment Agreement”) in connection with the Fifth
Buy-Back Program. Under the Third Amendment Agreement, on each trading day during which ArcelorMittal conducts purchases under the Fifth
Buy-Back Program, ArcelorMittal and Lumen have agreed to buy and sell, respectively, a number of ArcelorMittal Shares, such that the number
of ArcelorMittal Shares so purchased and sold represents 36.34% of the sum of: (i) the total number of shares purchased by ArcelorMittal
under the Fifth Buy-Back Program (other than from Lumen) and (ii) the number of ArcelorMittal Shares purchased by ArcelorMittal from Lumen
pursuant to the Third Amendment Agreement, in each case on that trading day. Except as specifically provided for and varied by the Third
Amendment Agreement, all of the terms and conditions of the Share Repurchase Agreement will remain in full force and effect. Accordingly,
consistent with the Share Repurchase Agreement, the ArcelorMittal Shares to be repurchased from Lumen in connection with the Fifth Buy-Back
Program during any trading day will be repurchased at the same weighted average price as the ArcelorMittal Shares purchased under the
Fifth Buy-Back Program on the relevant trading day in the open market. Purchases and sales occurring during periods of five consecutive
trading days will be settled together two trading days following the end of each such period. However, any settlement of ArcelorMittal
Shares in connection with the Fifth Buy-Back Program will be postponed if such settlement would cause the Trustee to hold less than one-third
of all the voting rights of ArcelorMittal (including those connected with the ArcelorMittal Shares held in treasury by or on behalf of
ArcelorMittal or the subsidiaries of ArcelorMittal).
The foregoing summary of the Share Repurchase Agreement,
the First Amendment Agreement, the Second Amendment Agreement and the Third Amendment Agreement are qualified by references to the full
text of the Share Repurchase Agreement, the First Amendment Agreement, the Second Amendment Agreement and the Third Amendment Agreement,
copies of which are included as Exhibit 8, Exhibit 9, Exhibit 10 and Exhibit 11, respectively, to this Sixteenth Amendment and which are
incorporated herein by reference.
Material to be Filed as Exhibits
Item 7.
|
Material
to be Filed as Exhibits
|
EXHIBIT INDEX
Exhibit
Number
|
Description
|
1*
|
Shareholder’s
Agreement, dated as of August 13, 1997, among Ispat International N.V., LNM Holdings S.L. and Mr. Lakshmi N. Mittal.
|
2**
|
Memorandum
of Understanding, dated June 25, 2006, between Arcelor S.A., Mittal Steel Company N.V. and Mr. Lakshmi N. Mittal and Mrs.
Usha Mittal acting directly and through Mittal Investments S.à r.l. and ISPAT International Investments S.L.
|
3***
|
Form
6-K of ArcelorMittal, dated April 17, 2008, describing certain amendments to the Memorandum of Understanding entered into
in the context of the offer of Mittal Steel for Arcelor.
|
4****
|
Platinum
Settlement Trust Deed among Lakshmi N. Mittal and Usha Mittal as the settlors and HSBC Trustee (C.I.) Limited as trustee,
dated June 18, 2010.
|
5****
|
Articles
of Association of Grandel Limited
|
6*****
|
Joint
Filing Agreement, dated as of January 11, 2013, among Mr. Lakshmi N. Mittal, Mrs. Usha Mittal, Lumen Investments S.à
r.l., Grandel Limited, Nuavam Investments S.à r.l. and HSBC Trustee (C.I.) Limited
|
7******
|
Prospectus
Supplement of ArcelorMittal, dated May 11, 2020
|
8*******
|
Share
Repurchase Agreement, dated as of February 12, 2021, between ArcelorMittal and Lumen Investments S.à r.l..
|
*
|
Previously
filed as an Exhibit to the Schedule 13D filed with the Commission on December 27, 2004.
|
**
|
Incorporated by
reference to Exhibit 99.1 of Mittal Steel Company N.V.’s Form 6-K furnished to the Commission on June 29, 2006.
|
***
|
Incorporated by
reference to Form 6-K of ArcelorMittal furnished to the Commission on April 17, 2008.
|
****
|
Previously filed
as an Exhibit to the Schedule 13D/A (Amendment No.6) filed with the Commission on June 23, 2010.
|
*****
|
Previously filed
as an Exhibit to the Schedule 13D/A (Amendment No.7) filed with the Commission on January 11, 2013.
|
******
|
Incorporated by
reference to the SEC filing pursuant to Securities Act Rule 424(b)(5) by the Company on May 13, 2020.
|
*******
|
Previously filed
as an Exhibit to the Schedule 13D (Amendment No.13) filed with the Commission on February 16, 2021.
|
********
|
Previously filed
as an Exhibit to the Schedule 13D (Amendment No.14) filed with the Commission on June 22, 2021.
|
*********
|
Previously filed
as an Exhibit to the Schedule 13D (Amendment No.15) filed with the Commission on August 2, 2021.
|
SIGNATURES
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:
November 19, 2021
|
/s/ Lakshmi N. Mittal
|
|
Lakshmi N. Mittal
|
|
|
|
/s/ Usha Mittal
|
|
Usha Mittal
|
|
|
|
HSBC TRUSTEE (C.I.) LIMITED
|
|
|
|
/s/ Elaine Connor
|
|
Name: Elaine
Connor
|
|
Title: Authorised
Signatory
|
|
|
|
/s/ Peter Stent
|
|
Name: Peter Stent
|
|
Title: Authorised
Signatory
|
|
|
|
GRANDEL LIMITED
|
|
|
|
/s/ Matthew Torres
|
|
Name: Matthew
Torres
|
|
Title: Director
|
|
|
|
/s/ Michael Castiel
|
|
Name: Michael Castiel
|
|
Title: Director
|
|
Lumen
Investments S.à r.l.
|
|
|
|
/s/ Georges Scheuer
|
|
Name: Georges Scheuer
|
|
Title: Class
A Manager
|
|
|
|
/s/ Evdokia Potolia
|
|
Name: Evdokia Potolia
|
|
Title: Class
A Manager
|
|
|
|
NUAVAM INVESTMENTS S.À
R.L.
|
|
|
|
/s/ Georges Scheuer
|
|
Name: Georges Scheuer
|
|
Title: Class
A Manager
|
|
|
|
/s/ Evdokia Potolia
|
|
Name: Evdokia Potolia
|
|
Title: Class
A Manager
|
SCHEDULE A
ADDITIONAL INFORMATION CONCERNING HSBC TRUSTEE (C.I.)
LIMITED
Name
|
Business Address
|
Present Principal
Occupation or Employment
|
Name, Principal Business and Address of Principal Employment
|
Citizenship
|
Brent Edward York
|
HSBC House, Esplanade, St Helier, Jersey, JE1 1GT
|
Director
|
HSBC Trustee (C.I.) Limited, Trust Company as regulated by the JFSC
|
New Zealand
|
Anthony Richard Hingley
|
HSBC House, Esplanade, St Helier, Jersey, JE1 1GT
|
Managing Director / Director
|
HSBC Trustee (C.I.) Limited, Trust Company as regulated by the JFSC
|
British
|
Thomas Lindsay Slattery
|
HSBC House, Esplanade, St Helier, Jersey, JE1 1GT
|
Director / Non-executive chairman
|
HSBC Trustee (C.I.) Limited, Trust Company as regulated by the JFSC
|
British
|
Suzanne Fox
|
HSBC House, Esplanade, St Helier, Jersey, JE1 1GT
|
Director
|
HSBC Trustee (C.I.) Limited, Trust Company as regulated by the JFSC
|
British
|
SCHEDULE C
ADDITIONAL INFORMATION CONCERNING LUMEN INVESTMENTS
S.À R.L.
Name
|
Business Address
|
Present Principal Occupation
or Employment
|
Name, Principal Business and Address of Principal Employment
|
Citizenship
|
Franck DECONINCK
|
6, Rue Eugene Ruppert, L-2453 Luxembourg
|
Client Director
|
Intertrust (Luxembourg) S.a r.l., Trust Services
6, Rue Eugene Ruppert, L-2453 Luxembourg
|
France
|
Georges SCHEUER
|
6, Rue Eugene Ruppert, L-2453 Luxembourg
|
General Manager
|
Intertrust (Luxembourg) S.a r.l., Trust Services
6, Rue Eugene Ruppert, L-2453 Luxembourg
|
Luxembourg
|
François-Xavier GOOSSENS
|
6, Rue Eugene Ruppert, L-2453 Luxembourg
|
Executive Director
|
Intertrust (Luxembourg) S.a r.l., Trust Services
6, Rue Eugene Ruppert, L-2453 Luxembourg
|
Belgium
|
Evdokia POTOLIA
|
6, Rue Eugene Ruppert, L-2453 Luxembourg
|
Manager Legal & Corporate Services
|
Intertrust (Luxembourg) S.a r.l., Trust Services
6, Rue Eugene Ruppert, L-2453 Luxembourg
|
Greece
|
Jacques de PATOUL
|
6, Rue Eugene Ruppert, L-2453 Luxembourg
|
Team Director Corporate & Private Wealth
|
Intertrust (Luxembourg) S.a r.l., Trust Services
6, Rue Eugene Ruppert, L-2453 Luxembourg
|
Belgium
|
Aditya MITTAL
|
7th
Floor, Berkeley Square House, Berkeley Square
London
W1J 6DA
United Kingdom
|
Chief Executive Officer
|
ArcelorMittal, 24-26, Boulevard d’Avranches, L-1160 Luxembourg Luxembourg
|
India
|
Vanisha MITTAL BHATIA
|
7th
Floor, Berkeley Square House, Berkeley Square
London
W1J 6DA
United Kingdom
|
Director
|
ArcelorMittal, 24-26, Boulevard d’Avranches, L-1160 Luxembourg
|
India
|
SCHEDULE D
ADDITIONAL INFORMATION CONCERNING NUAVAM INVESTMENTS
S.À R.L
Name
|
Business Address
|
Present Principal Occupation or Employment
|
Name, Principal Business and Address of Principal Employment
|
Citizenship
|
Franck DECONINCK
|
6, Rue Eugene Ruppert, L-2453 Luxembourg
|
Client Director
|
Intertrust (Luxembourg) S.a r.l., Trust Services
6, Rue Eugene Ruppert, L-2453 Luxembourg
|
France
|
Georges SCHEUER
|
6, Rue Eugene Ruppert, L- 2453 Luxembourg
|
General Manager
|
Intertrust (Luxembourg) S.a r.l., Trust Services
6, Rue Eugene Ruppert, L-2453 Luxembourg
|
Luxembourg
|
François-Xavier GOOSSENS
|
6, Rue Eugene Ruppert, L- 2453 Luxembourg
|
Executive Director
|
Intertrust (Luxembourg) S.a r.l., Trust Services
6, Rue Eugene Ruppert, L-2453 Luxembourg
|
Belgium
|
Evdokia POTOLIA
|
6, Rue Eugene Ruppert, L- 2453 Luxembourg
|
Manager Legal & Corporate Services
|
Intertrust (Luxembourg) S.a r.l., Trust Services
6, Rue Eugene Ruppert, L-2453 Luxembourg
|
Greece
|
Jacques de PATOUL
|
6, Rue Eugene Ruppert, L- 2453 Luxembourg
|
Team Director Corporate & Private Wealth
|
Intertrust (Luxembourg) S.a r.l., Trust Services
6, Rue Eugene Ruppert, L-2453 Luxembourg
|
Belgium
|
Aditya MITTAL
|
7th
Floor, Berkeley Square House, Berkeley Square
London
W1J 6DA
United Kingdom
|
Chief Executive Officer
|
ArcelorMittal, 24-26, Boulevard d’Avranches, L-1160 Luxembourg
|
India
|
Vanisha MITTAL BHATIA
|
7th
Floor, Berkeley Square House, Berkeley Square
London
W1J 6DA
United Kingdom
|
Director
|
ArcelorMittal, 24-26, Boulevard d’Avranches, L-1160 Luxembourg
|
India
|