Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
|
Cazoo Group Ltd
|
|
(Name of Issuer)
|
|
Class A Ordinary Shares, par value $0.002 per share
|
|
(Title of Class of Securities)
|
|
G2007L204
|
|
(Cusip Number)
|
|
Hannah E. Dunn
Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 2100
San Francisco, California 94111
(415) 421-2132
|
|
(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications) |
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November 3, 2023
|
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(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 Sections 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 Section 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 (“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)
Page 1 of 32 Pages
Exhibit Index Found on Page 32
13D
|
CUSIP No. G2007L204
|
|
1
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NAMES OF REPORTING PERSONS
Farallon Capital Partners, L.P.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The
reporting persons making this filing hold Notes (as defined in the Preliminary Note) convertible into up to an aggregate of 1,000,000 Shares (as defined in Item 1), representing 2.5% of the class of securities outstanding. The reporting
person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
WC
|
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
California
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
150,600 1
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
150,600 1
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
150,600 1
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4% 2
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
||
1 Represents 150,600 Shares into which Notes are convertible within 60 days of the date hereof.
2 The percentages set forth herein are calculated based on 38,871,352 Shares outstanding as of October 10, 2023, as reported in Exhibit 99.1 to the
Company’s current report on Form 6-K filed with the SEC on November 6, 2023. See Item 5.
Page 2 of 32 Pages
13D
|
CUSIP No. G2007L204
|
|
1
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NAMES OF REPORTING PERSONS
Farallon Capital Institutional Partners, L.P.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The
reporting persons making this filing hold Notes (as defined in the Preliminary Note) convertible into up to an aggregate of 1,000,000 Shares (as defined in Item 1), representing 2.5% of the class of securities outstanding. The reporting
person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
WC
|
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
California
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
195,800 1
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
195,800 1
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
195,800 1
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5% 2
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
||
1 Represents 195,800 Shares into which Notes are convertible within 60 days of the date hereof.
2 The percentages set forth herein are calculated based on 38,871,352 Shares outstanding as of October 10, 2023, as reported in Exhibit 99.1 to the
Company’s current report on Form 6-K filed with the SEC on November 6, 2023. See Item 5.
Page 3 of 32 Pages
13D
|
CUSIP No. G2007L204
|
|
1
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NAMES OF REPORTING PERSONS
Farallon Capital Institutional Partners II, L.P.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The
reporting persons making this filing hold Notes (as defined in the Preliminary Note) convertible into up to an aggregate of 1,000,000 Shares (as defined in Item 1), representing 2.5% of the class of securities outstanding. The reporting
person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
WC
|
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
California
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
44,900 1
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
44,900 1
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,900 1
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1% 2
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
||
1 Represents 44,900 Shares into which Notes are convertible within 60 days of the date hereof.
2 The percentages set forth herein are calculated based on 38,871,352 Shares outstanding as of October 10, 2023, as reported in Exhibit 99.1 to the Company’s current report on Form 6-K filed with the SEC on
November 6, 2023. See Item 5.
Page 4 of 32 Pages
13D
|
CUSIP No. G2007L204
|
|
1
|
NAMES OF REPORTING PERSONS
Farallon Capital Institutional Partners III, L.P.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The
reporting persons making this filing hold Notes (as defined in the Preliminary Note) convertible into up to an aggregate of 1,000,000 Shares (as defined in Item 1), representing 2.5% of the class of securities outstanding. The reporting
person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
WC
|
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
19,100 1
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
19,100 1
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,100 1
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% 2
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
||
1 Represents 19,100 Shares into which Notes are convertible within 60 days of the date hereof.
2 The percentages set forth herein are calculated based on 38,871,352 Shares
outstanding as of October 10, 2023, as reported in Exhibit 99.1 to the Company’s current report on Form 6-K filed with the SEC on November 6, 2023. See Item 5.
Page 5 of 32 Pages
13D
|
CUSIP No. G2007L204
|
|
1
|
NAMES OF REPORTING PERSONS
Four Crossings Institutional Partners V, L.P.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The
reporting persons making this filing hold Notes (as defined in the Preliminary Note) convertible into up to an aggregate of 1,000,000 Shares (as defined in Item 1), representing 2.5% of the class of securities outstanding. The reporting
person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
WC
|
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
32,600 1
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
32,600 1
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,600 1
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1% 2
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
||
1 Represents 32,600 Shares into which Notes are convertible within 60 days of the date hereof.
2 The percentages set forth herein are calculated based on 38,871,352 Shares outstanding as of October 10, 2023, as reported in Exhibit 99.1 to the
Company’s current report on Form 6-K filed with the SEC on November 6, 2023. See Item 5.
Page 6 of 32 Pages
13D
|
CUSIP No. G2007L204
|
|
1
|
NAMES OF REPORTING PERSONS
Farallon Capital Offshore Investors II, L.P.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The
reporting persons making this filing hold Notes (as defined in the Preliminary Note) convertible into up to an aggregate of 1,000,000 Shares (as defined in Item 1), representing 2.5% of the class of securities outstanding. The reporting
person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
WC
|
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
477,700 1
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
477,700 1
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
477,700 1
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2% 2
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
||
1 Represents 477,700 Shares into which Notes are convertible within 60 days of the date hereof.
2 The percentages set forth herein are calculated based on 38,871,352 Shares outstanding as of October 10, 2023, as reported in Exhibit 99.1 to the Company’s current report on Form 6-K filed with the SEC on
November 6, 2023. See Item 5.
Page 7 of 32 Pages
13D
|
CUSIP No. G2007L204
|
|
1
|
NAMES OF REPORTING PERSONS
Farallon Capital (AM) Investors, L.P.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The
reporting persons making this filing hold Notes (as defined in the Preliminary Note) convertible into up to an aggregate of 1,000,000 Shares (as defined in Item 1), representing 2.5% of the class of securities outstanding. The reporting
person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
WC
|
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
20,600 1
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
20,600 1
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,600 1
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1% 2
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
||
1 Represents 20,600 Shares into which Notes are convertible within 60 days of the date hereof.
2 The percentages set forth herein are calculated based on 38,871,352 Shares outstanding as of October 10, 2023, as reported in Exhibit 99.1 to the Company’s current report on Form 6-K filed with the SEC on
November 6, 2023. See Item 5.
Page 8 of 32 Pages
13D
|
CUSIP No. G2007L204
|
|
1
|
NAMES OF REPORTING PERSONS
Farallon Capital F5 Master I, L.P.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The
reporting persons making this filing hold Notes (as defined in the Preliminary Note) convertible into up to an aggregate of 1,000,000 Shares (as defined in Item 1), representing 2.5% of the class of securities outstanding. The reporting
person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
WC
|
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
58,700 1
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
58,700 1
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
58,700 1
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2% 2
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
||
1 Represents 58,700 Shares into which Notes are convertible within 60 days of the date hereof.
2 The percentages set forth herein are calculated based on 38,871,352 Shares outstanding as of October 10, 2023, as reported in Exhibit 99.1 to the
Company’s current report on Form 6-K filed with the SEC on November 6, 2023. See Item 5.
Page 9 of 32 Pages
13D
|
CUSIP No. G2007L204
|
|
1
|
NAMES OF REPORTING PERSONS
Farallon Partners, L.L.C.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The
reporting persons making this filing hold Notes (as defined in the Preliminary Note) convertible into up to an aggregate of 1,000,000 Shares (as defined in Item 1), representing 2.5% of the class of securities outstanding. The reporting
person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
941,300 1
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
941,300 1
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
941,300 1
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.4% 2
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
||
1 Represents 941,300 Shares into which Notes are convertible within 60 days of the date hereof.
2 The percentages set forth herein are calculated based on 38,871,352 Shares outstanding as of October 10, 2023, as reported in Exhibit 99.1 to the Company’s current report on Form 6-K filed with the SEC on
November 6, 2023. See Item 5.
Page 10 of 32 Pages
13D
|
CUSIP No. G2007L204
|
|
1
|
NAMES OF REPORTING PERSONS
Farallon Institutional (GP) V, L.L.C.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing
hold Notes (as defined in the Preliminary Note) convertible into up to an aggregate of 1,000,000 Shares (as defined in Item 1), representing 2.5% of the class of securities outstanding. The reporting person on this cover page, however, is a
beneficial owner only of the securities reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
32,600 1
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
32,600 1
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,600 1
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1% 2
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
||
1 Represents 32,600 Shares into which Notes are convertible within 60 days of the date hereof.
2 The percentages set forth herein are calculated based on 38,871,352 Shares outstanding as of October 10, 2023, as reported in Exhibit 99.1 to the
Company’s current report on Form 6-K filed with the SEC on November 6, 2023. See Item 5.
Page 11 of 32 Pages
13D
|
CUSIP No. G2007L204
|
|
1
|
NAMES OF REPORTING PERSONS
Farallon F5 (GP), L.L.C.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing
hold Notes (as defined in the Preliminary Note) convertible into up to an aggregate of 1,000,000 Shares (as defined in Item 1), representing 2.5% of the class of securities outstanding. The reporting person on this cover page, however, is a
beneficial owner only of the securities reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
58,700 1
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
58,700 1
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
58,700 1
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2% 2
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
||
1 Represents 58,700 Shares into which Notes are convertible within 60 days of the date hereof.
2 The percentages set forth herein are calculated based on 38,871,352 Shares outstanding as of October 10, 2023, as reported in Exhibit 99.1 to the Company’s current report on Form 6-K filed with the SEC on
November 6, 2023. See Item 5.
Page 12 of 32 Pages
13D
|
CUSIP No. G2007L204
|
|
1
|
NAMES OF REPORTING PERSONS
Joshua J. Dapice
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing
hold Notes (as defined in the Preliminary Note) convertible into up to an aggregate of 1,000,000 Shares (as defined in Item 1), representing 2.5% of the class of securities outstanding. The reporting person on this cover page, however, is a
beneficial owner only of the securities reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
1,000,000 1
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
1,000,000 1
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000 1
| ||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5% 2
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 Represents 1,000,000 Shares into which Notes are convertible within 60 days of the date hereof.
2 The percentages set forth herein are calculated based on 38,871,352 Shares outstanding as of October 10, 2023, as reported in Exhibit 99.1 to the Company’s current report on Form 6-K filed with the SEC on
November 6, 2023. See Item 5.
Page 13 of 32 Pages
13D
|
CUSIP No. G2007L204
|
|
1
|
NAMES OF REPORTING PERSONS
Philip D. Dreyfuss
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing
hold Notes (as defined in the Preliminary Note) convertible into up to an aggregate of 1,000,000 Shares (as defined in Item 1), representing 2.5% of the class of securities outstanding. The reporting person on this cover page, however, is a
beneficial owner only of the securities reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
1,000,000 1
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
1,000,000 1
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000 1
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5% 2
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 Represents 1,000,000 Shares into which Notes are convertible within 60 days of the date hereof.
2 The percentages set forth herein are calculated based on 38,871,352 Shares outstanding as of October 10, 2023, as reported in Exhibit 99.1 to the Company’s current report on Form 6-K filed with the SEC on
November 6, 2023. See Item 5.
Page 14 of 32 Pages
13D
|
CUSIP No. G2007L204
|
|
1
|
NAMES OF REPORTING PERSONS
Hannah E. Dunn
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing
hold Notes (as defined in the Preliminary Note) convertible into up to an aggregate of 1,000,000 Shares (as defined in Item 1), representing 2.5% of the class of securities outstanding. The reporting person on this cover page, however, is a
beneficial owner only of the securities reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
1,000,000 1
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
1,000,000 1
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000 1
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5% 2
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 Represents 1,000,000 Shares into which Notes are convertible within 60 days of the date hereof.
2 The percentages set forth herein are calculated based on 38,871,352 Shares outstanding as of October 10, 2023, as reported in Exhibit 99.1 to the Company’s current report on Form 6-K filed with the SEC on
November 6, 2023. See Item 5.
Page 15 of 32 Pages
13D
|
CUSIP No. G2007L204
|
|
1
|
NAMES OF REPORTING PERSONS
Richard B. Fried
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing
hold Notes (as defined in the Preliminary Note) convertible into up to an aggregate of 1,000,000 Shares (as defined in Item 1), representing 2.5% of the class of securities outstanding. The reporting person on this cover page, however, is a
beneficial owner only of the securities reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
1,000,000 1
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
1,000,000 1
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000 1
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5% 2
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 Represents 1,000,000 Shares into which Notes are convertible within 60 days of the date hereof.
2 The percentages set forth herein are calculated based on 38,871,352 Shares outstanding as of October 10, 2023, as reported in Exhibit 99.1 to the
Company’s current report on Form 6-K filed with the SEC on November 6, 2023. See Item 5.
Page 16 of 32 Pages
13D
|
CUSIP No. G2007L204
|
|
1
|
NAMES OF REPORTING PERSONS
Varun N. Gehani
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing
hold Notes (as defined in the Preliminary Note) convertible into up to an aggregate of 1,000,000 Shares (as defined in Item 1), representing 2.5% of the class of securities outstanding. The reporting person on this cover page, however, is a
beneficial owner only of the securities reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
1,000,000 1
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
1,000,000 1
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000 1
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5% 2
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 Represents 1,000,000 Shares into which Notes are convertible within 60 days of the date hereof.
2 The percentages set forth herein are calculated based on 38,871,352 Shares outstanding as of October 10, 2023, as reported in Exhibit 99.1 to the Company’s current report on Form 6-K filed with the SEC on
November 6, 2023. See Item 5.
Page 17 of 32 Pages
13D
|
CUSIP No. G2007L204
|
|
1
|
NAMES OF REPORTING PERSONS
Nicolas Giauque
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
; (a) [ ]
(b) [ X ]**
** The reporting persons making this filing
hold Notes (as defined in the Preliminary Note) convertible into up to an aggregate of 1,000,000 Shares (as defined in Item 1), representing 2.5% of the class of securities outstanding. The reporting person on this cover page, however, is a
beneficial owner only of the securities reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
France
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
1,000,000 1
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
1,000,000 1
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000 1
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5% 2
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 Represents 1,000,000 Shares into which Notes are convertible within 60 days of the date hereof.
2 The percentagesnset forth herein are calculated based on 38,871,352 Shares outstanding as of October 10, 2023, as reported in Exhibit 99.1 to the Company’s current report on Form 6-K filed with the SEC on
November 6, 2023. See Item 5.
Page 18 of 32 Pages
13D
|
CUSIP No. G2007L204
|
|
1
|
NAMES OF REPORTING PERSONS
David T. Kim
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
&
#xA0; (b) [ X ]**
** The reporting persons making this filing
hold Notes (as defined in the Preliminary Note) convertible into up to an aggregate of 1,000,000 Shares (as defined in Item 1), representing 2.5% of the class of securities outstanding. The reporting person on this cover page, however, is a
beneficial owner only of the securities reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
1,000,000 1
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
1,000,000 1
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000 1
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5% 2
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 Represents 1,000,000 Shares into which Notes are convertible within 60 days of the date hereof.
2 The percentages set forth herein are calculated based on 38,871,352 Shares outstanding as of October 10, 2023, as reported in Exhibit 99.1 to the Company’s current report on Form 6-K filed with the SEC on
November 6, 2023. See Item 5.
Page 19 of 32 Pages
13D
|
CUSIP No. G2007L204
|
|
1
|
NAMES OF REPORTING PERSONS
Michael G. Linn
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing
hold Notes (as defined in the Preliminary Note) convertible into up to an aggregate of 1,000,000 Shares (as defined in Item 1), representing 2.5% of the class of securities outstanding. The reporting person on this cover page, however, is a
beneficial owner only of the securities reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
1,000,000 1
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
1,000,000 1
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000 1
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5% 2
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 Represents 1,000,000 Shares into which Notes are convertible within 60 days of the date hereof.
2 The percentages set forth herein are calculated based on 38,871,352 Shares outstanding as of October 10, 2023, as reported in Exhibit 99.1 to the Company’s current report on Form 6-K filed with the SEC on
November 6, 2023. See Item 5.
Page 20 of 32 Pages
13D
|
CUSIP No. G2007L204
|
|
1
|
NAMES OF REPORTING PERSONS
Rajiv A. Patel
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing
hold Notes (as defined in the Preliminary Note) convertible into up to an aggregate of 1,000,000 Shares (as defined in Item 1), representing 2.5% of the class of securities outstanding. The reporting person on this cover page, however, is a
beneficial owner only of the securities reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
1,000,000 1
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
1,000,000 1
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000 1
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5% 2
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 Represents 1,000,000 Shares into which Notes are convertible within 60 days of the date hereof.
2 The percentages set forth herein are calculated based on 38,871,352 Shares outstanding as of October 10, 2023, as reported in Exhibit 99.1 to the Company’s current report on Form 6-K filed with the SEC on
November 6, 2023. See Item 5.
Page 21 of 32 Pages
13D
|
CUSIP No. G2007L204
|
|
1
|
NAMES OF REPORTING PERSONS
Thomas G. Roberts, Jr.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing
hold Notes (as defined in the Preliminary Note) convertible into up to an aggregate of 1,000,000 Shares (as defined in Item 1), representing 2.5% of the class of securities outstanding. The reporting person on this cover page, however, is a
beneficial owner only of the securities reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
1,000,000 1
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
1,000,000 1
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000 1
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5% 2
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 Represents 1,000,000 Shares into which Notes are convertible within 60 days of the date hereof.
2 The percentages set forth herein are calculated based on 38,871,352 Shares outstanding as of October 10, 2023, as reported in Exhibit 99.1 to the Company’s current report on Form 6-K filed with the SEC on
November 6, 2023. See Item 5.
Page 22 of 32 Pages
13D
|
CUSIP No. G2007L204
|
|
1
|
NAMES OF REPORTING PERSONS
Edric C. Saito
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing
hold Notes (as defined in the Preliminary Note) convertible into up to an aggregate of 1,000,000 Shares (as defined in Item 1), representing 2.5% of the class of securities outstanding. The reporting person on this cover page, however, is a
beneficial owner only of the securities reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
1,000,000 1
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
1,000,000 1
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000 1
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5% 2
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 Represents 1,000,000 Shares into which Notes are convertible within 60 days of the date hereof.
2 The percentages set forth herein are calculated based on 38,871,352 Shares outstanding as of October 10, 2023, as reported in Exhibit 99.1 to the Company’s current report on Form 6-K filed with the SEC on
November 6, 2023. See Item 5.
Page 23 of 32 Pages
13D
|
CUSIP No. G2007L204
|
|
1
|
NAMES OF REPORTING PERSONS
William Seybold
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing
hold Notes (as defined in the Preliminary Note) convertible into up to an aggregate of 1,000,000 Shares (as defined in Item 1), representing 2.5% of the class of securities outstanding. The reporting person on this cover page, however, is a
beneficial owner only of the securities reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
1,000,000 1
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
1,000,000 1
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000 1
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
&#
xA0; [ ]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5% 2
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 Represents 1,000,000 Shares into which Notes are convertible within 60 days of the date hereof.
2 The percentages set forth herein are calculated based on 38,871,352 Shares outstanding as of October 10, 2023, as reported in Exhibit 99.1 to the Company’s current report on Form 6-K filed with the SEC on
November 6, 2023. See Item 5.
Page 24 of 32 Pages
13D
|
CUSIP No. G2007L204
|
|
1
|
NAMES OF REPORTING PERSONS
Daniel S. Short
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing
hold Notes (as defined in the Preliminary Note) convertible into up to an aggregate of 1,000,000 Shares (as defined in Item 1), representing 2.5% of the class of securities outstanding. The reporting person on this cover page, however, is a
beneficial owner only of the securities reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
1,000,000 1
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
1,000,000 1
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000 1
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5% 2
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 Represents 1,000,000 Shares into which Notes are convertible within 60 days of the date hereof.
2 The percentages set forth herein are calculated based on 38,871,352 Shares outstanding as of October 10, 2023, as reported in Exhibit 99.1 to the Company’s current report on Form 6-K filed with the SEC on
November 6, 2023. See Item 5.
Page 25 of 32 Pages
13D
|
CUSIP No. G2007L204
|
|
1
|
NAMES OF REPORTING PERSONS
Andrew J. M. Spokes
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing
hold Notes (as defined in the Preliminary Note) convertible into up to an aggregate of 1,000,000 Shares (as defined in Item 1), representing 2.5% of the class of securities outstanding. The reporting person on this cover page, however, is a
beneficial owner only of the securities reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
1,000,000 1
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
1,000,000 1
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000 1
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5% 2
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 Represents 1,000,000 Shares into which Notes are convertible within 60 days of the date hereof.
2 The percentages set forth herein are calculated based on 38,871,352 Shares outstanding as of October 10, 2023, as reported in Exhibit 99.1 to the Company’s current report on Form 6-K filed with the SEC on
November 6, 2023. See Item 5.
Page 26 of 32 Pages
13D
|
CUSIP No. G2007L204
|
|
1
|
NAMES OF REPORTING PERSONS
John R. Warren
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing
hold Notes (as defined in the Preliminary Note) convertible into up to an aggregate of 1,000,000 Shares (as defined in Item 1), representing 2.5% of the class of securities outstanding. The reporting person on this cover page, however, is a
beneficial owner only of the securities reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
1,000,000 1
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
1,000,000 1
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000 1
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5% 2
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 Represents 1,000,000 Shares into which Notes are convertible within 60 days of the date hereof.
2 The percentages set forth herein are calculated based on 38,871,352 Shares outstanding as of October 10, 2023, as reported in Exhibit 99.1 to the Company’s current report on Form 6-K filed with the SEC on
November 6, 2023. See Item 5.
Page 27 of 32 Pages
13D
|
CUSIP No. G2007L204
|
|
1
|
NAMES OF REPORTING PERSONS
Mark C. Wehrly
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) &#
xA0;
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing
hold Notes (as defined in the Preliminary Note) convertible into up to an aggregate of 1,000,000 Shares (as defined in Item 1), representing 2.5% of the class of securities outstanding. The reporting person on this cover page, however, is a
beneficial owner only of the securities reported by it on this cover page.
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
1,000,000 1
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
1,000,000 1
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000 1
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5% 2
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 Represents 1,000,000 Shares into which Notes are convertible within 60 days of the date hereof.
2 The percentages set forth herein are calculated based on 38,871,352 Shares outstanding as of October 10, 2023, as reported in Exhibit 99.1 to the Company’s current report on Form 6-K filed with the SEC on
November 6, 2023. See Item 5.
Page 28 of 32 Pages
This Amendment No. 5 to Schedule 13D (this “Amendment”) amends and supplements the Schedule 13D initially filed on March 24, 2023, as amended and supplemented by Amendment No. 1 thereto filed on April 27, 2023, as
amended and supplemented by Amendment No. 2 thereto filed on May 16, 2023, as amended and supplemented by Amendment No. 3 thereto filed on June 16, 2023, as amended and supplemented by Amendment No. 4 thereto filed on September 22, 2023 (the “Prior
Schedule 13D” and, as amended and supplemented by this Amendment, this “Schedule 13D”). Capitalized terms used without definition in this Amendment have the meanings ascribed thereto in the Prior Schedule 13D.
Item 4. Purpose of Transaction
This Amendment hereby amends and supplements Item 4 of the Prior Schedule 13D by adding the following thereto:
“The disclosure set forth in Items 5 and 6 below is hereby incorporated by reference in this Item 4.
On November 3, 2023, the Company announced the launch of the Exchange Offer, pursuant to which each current holder of Notes may tender its Notes to the Company in exchange for its pro rata share of New
Notes and New Shares.
Also on November 3, 2023, the Farallon Funds entered into Amendment No. 1 to the Transaction Support Agreement, as defined and further described in Item 6 below.”
Item 5. Interest in Securities of the Issuer
This Amendment hereby amends Item 5 of the Prior Schedule 13D by deleting the text appearing next to “(a)(b)” under the caption “The Farallon Funds” and replacing it in its entirety with the following:
“The information set forth in Rows 7 through 13 of the cover page hereto for each Farallon Fund is incorporated herein by reference for each such Farallon Fund. The percentage amount set forth in Row 13 for all cover
pages filed herewith is calculated based upon the 38,871,352 Shares outstanding as of October 10, 2023, as reported in Exhibit 99.1 to the Company’s current report on Form 6-K filed with the SEC on November 6, 2023.”
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
This Amendment hereby amends and supplements Item 6 of the Prior Schedule 13D by adding the following thereto:
“The disclosure set forth in Items 4 and 5 above is hereby incorporated by reference in this Item 6.
Amendment No. 1 to the Transaction Support Agreement
On November 3, 2023, the Transacti
on Support Agreement was amended by Amendment No. 1 to the Transaction Support Agreement (“Amendment No. 1 to the Transaction Support Agreement”) in order to, among other things,
extend the Outside Date (as defined in the Transaction Support Agreement) from November 15, 2023 to December 15, 2023 (or to January 15, 2024, if the Transactions have not been consummated by December 15, 2023 because the Company’s registration
statement on Form F-1 has not yet been declared effective by the SEC or because the SEC’s review of the Schedule TO filed in connection with the Exchange Offer has not been completed, in each case for reasons outside of the Company’s control).
The foregoing description of Amendment No. 1 to the Transaction Support Agreement does not purport to be complete and is qualified in its entirety by reference to Amendment No. 1 to the Transaction
Support Agreement, a copy of which is filed as Exhibit 11 to this Schedule 13D and is incorporated by reference herein.”
Page 29 of 32 Pages
Item 7. Material to be Filed as Exhibits
This Amendment hereby amends and supplements Item 7 of the Prior Schedule 13D by adding the following thereto:
“There is filed herewith as Exhibit 11 Amendment No. 1 to the Transaction Support Agreement, dated as of November 3, 2023, incorporated herein by reference to the copy thereof filed as Exhibit 99.2 to the Company’s Form
6-K filed with the SEC on November 3, 2023.”
Page 30 of 32 Pages
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: November 7, 2023
|
/s/ Hannah E. Dunn
|
|
|
FARALLON PARTNERS, L.L.C.,
|
|
|
On its own behalf and
|
|
|
As the General Partner of
|
|
|
FARALLON CAPITAL PARTNERS, L.P.,
|
|
|
FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.,
|
|
|
FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.,
|
|
|
FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.,
|
|
|
FARALLON CAPITAL OFFSHORE INVESTORS II, L.P. and
|
|
|
FARALLON CAPITAL (AM) INVESTORS, L.P.
|
|
|
By Hannah E. Dunn, Managing Member
|
|
|
/s/ Hannah E. Dunn
|
|
|
FARALLON INSTITUTIONAL (GP) V, L.L.C.
|
|
|
On its own behalf and
|
|
|
As the General Partner of
|
|
|
FOUR CROSSINGS INSTITUTIONAL PARTNERS V, L.P.
|
|
|
By Hannah E. Dunn, Manager
|
|
|
/s/ Hannah E. Dunn
|
|
|
FARALLON F5 (GP), L.L.C.
|
|
|
On its own behalf and
|
|
|
As the General Partner of
|
|
|
FARALLON CAPITAL F5 MASTER I, L.P.
|
|
|
By Hannah E. Dunn, Manager
|
|
|
/s/ Hannah E. Dunn
|
|
|
Hannah E. Dunn, individually and as attorney-in-fact for each of Joshua J. Dapice, Philip D. Dreyfuss, Richard B. Fried, Varun N. Gehani, Nicolas Giauque, David T. Kim, Michael G. Linn, Rajiv A. Patel, Thomas G.
Roberts, Jr., Edric C. Saito, William Seybold, Daniel S. Short, Andrew J. M. Spokes, John R. Warren and Mark C. Wehrly
|
The Powers of Attorney executed by each of Dapice, Dreyfuss, Fried, Gehani, Giauque, Kim, Linn, Patel, Roberts, Saito, Seybold, Short, Spokes, Warren and Wehrly authorizing Dunn to sign and file this
Schedule 13D on his behalf, which were filed as exhibits to the Schedule 13G filed with the SEC on January 31, 2023 by such Reporting Persons with respect to the Class A Ordinary Shares of ARYA Sciences Acquisition Corp IV, are hereby incorporated by
reference.
Page 31 of 32 Pages
EXHIBIT INDEX
|
1.
|
Joint Acquisition Statement Pursuant to Section 240.13d-1(k), dated March 24, 2023*
|
|
2.
|
Purchase Agreement, dated as of February 9, 2022*
|
|
3.
|
Indenture, dated as of February 16, 2022*
|
|
4.
|
Registration Rights Agreement, dated as of February 16, 2022*
|
|
5.
|
Letter Agreement, dated November 9, 2022*
|
|
6.
|
Cooperation Agreement, dated March 17, 2023*
|
|
7.
|
Joinder to Cooperation Agreement, dated as of April 25, 2023**
|
|
8.
|
Amendment No. 1 to Cooperation Agreement, dated as of June 15, 2023***
|
|
9.
|
Transaction Support Agreement, dated as of September 20, 2023****
|
|
10.
|
Termination Agreement, dated September 20, 2023****
|
|
11.
|
Amendment No. 1 to the Transaction Support Agreement, dated as of November 3, 2023
|
*Filed as an exhibit to the Schedule 13D filed on March 24, 2023
**Filed as an exhibit to the Schedule 13D filed on April 27, 2023
***Filed as an exhibit to the Schedule 13D filed on June 16, 2023
****Filed as an exhibit to the Schedule 13D filed on September 22, 2023
Page 32 of 32 Pages