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.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2
(Amendment No. 7)
INTERNATIONAL FLAVORS & FRAGRANCES INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
459506101
(CUSIP Number)
March 2, 2017
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1. |
NAMES OF REPORTING PERSONS Winder Investment Pte Ltd | |||||||||||
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ | |||||||||||
| 3. | SEC USE ONLY | |||||||||||
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION Singapore | |||||||||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. |
SOLE VOTING POWER 0 shares | ||||||||||
| 6. |
SHARED VOTING POWER 21,227,193 shares | |||||||||||
| 7. |
SOLE DISPOSITIVE POWER 0 shares | |||||||||||
| 8. |
SHARED DISPOSITIVE POWER 21,227,193 shares | |||||||||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 21,227,193 shares | |||||||||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | |||||||||||
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 19.9% (see item 4) | |||||||||||
| 12. |
TYPE OF REPORTING PERSON OO | |||||||||||
| 1. |
NAMES OF REPORTING PERSONS Haldor Foundation | |||||||||||
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ | |||||||||||
| 3. | SEC USE ONLY | |||||||||||
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION Liechtenstein | |||||||||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. |
SOLE VOTING POWER 0 shares | ||||||||||
| 6. |
SHARED VOTING POWER 21,227,193 shares | |||||||||||
| 7. |
SOLE DISPOSITIVE POWER 0 shares | |||||||||||
| 8. |
SHARED DISPOSITIVE POWER 21,227,193 shares | |||||||||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 21,227,193 shares | |||||||||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | |||||||||||
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 19.9% (see item 4) | |||||||||||
| 12. |
TYPE OF REPORTING PERSON OO | |||||||||||
| 1. |
NAMES OF REPORTING PERSONS Freemont Capital Pte. Ltd. | |||||||||||
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ | |||||||||||
| 3. | SEC USE ONLY | |||||||||||
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION Singapore | |||||||||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. |
SOLE VOTING POWER 0 shares | ||||||||||
| 6. |
SHARED VOTING POWER 21,227,193 shares | |||||||||||
| 7. |
SOLE DISPOSITIVE POWER 0 shares | |||||||||||
| 8. |
SHARED DISPOSITIVE POWER 21,227,193 shares | |||||||||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 21,227,193 shares | |||||||||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | |||||||||||
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 19.9% (see item 4) | |||||||||||
| 12. |
TYPE OF REPORTING PERSON OO | |||||||||||
SCHEDULE 13G
| Item 1. | |||
| (a) | Name of Issuer: | ||
International Flavors and Fragrances Inc.
| (b) | Address of Issuer’s Principal Executive Offices: |
521 West 57th Street
New York, N.Y. 10019-2960
| Item 2. | |||
| (a) | Name of Person Filing: | ||
Winder Investment Pte Ltd
Freemont Capital Pte. Ltd.
Haldor Foundation
(collectively, the “Reporting Persons”)
| (b) | Address of Principal Business Office or, if none, Residence: |
Winder Investment Pte Ltd
#17-01 6 Battery Road
Singapore 049909
Freemont Capital Pte. Ltd.
#17-01 6 Battery Road
Singapore 049909
Haldor Foundation
Zollstrasse 16
P.O. Box 845
FL-9494 Schaan
Liechtenstein
| (c) | Citizenship: |
Winder Investment Pte Ltd - Singapore private company
Haldor Foundation – Liechtenstein foundation
Freemont Capital Pte. Ltd. – Singapore private company
| (d) | Title of Class of Securities: |
Common Stock
| (e) | CUSIP Number: |
459506101
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| ☐ | (a) Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | |
| ☐ | (b) Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | |
| ☐ | (c) Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | |
| ☐ | (d) Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). | |
| ☐ | (e) An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| ☐ | (f) An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| ☐ | (g) A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| ☐ | (h) A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| ☐ | (i) A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| ☐ | (j) Group, in accordance with §240.13d-1(b)(1)(ii)(J). | |
| Item 4. | Ownership. | |
| (a) | Amount beneficially owned: | |
The Reporting Persons are the beneficial owners of 20,300,000 shares of Common Stock and 2,958,500 6.00% Tangible Equity Units, including purchase contracts that can be settled in shares of Common Stock (the “Purchase Contracts”), which if voluntarily settled will, as of the date hereof, result in the issuance of 927,193 shares of Common Stock.
| (b) | Percent of class: |
The Reporting Persons may be deemed to own beneficially 19.9% of the Issuer’s Common Stock, which percentage is calculated based on 106,776,222 shares of Common Stock Outstanding As Of October 23, 2019, as set forth in the Issuer’s Form 10-Q Quarterly Report Pursuant To Section 13 Or 15(D) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 2019, as filed on November 4, 2019 and 927,193 shares of Common Stock issuable as of the date hereof upon voluntary settlement of Purchase Contracts held by Winder.
| (c) | Number of shares as to which such person has: | ||
| (i) | Sole power to vote or to direct the vote | ||
0 shares
| (ii) | Shared power to vote or to direct the vote |
21,227,193 shares
| (iii) | Sole power to dispose or to direct the disposition of |
0 shares
| (iv) | Shared power to dispose or to direct the disposition of |
21,227,193 shares
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not Applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not Applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not Applicable.
| Item 9. | Notice of Dissolution of Group. |
Not Applicable.
| Item 10. | Certifications. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14 a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: December 19, 2019
| Winder Investment Pte Ltd | ||
| By: |
/s/ William Lexmond | |
| Name: | William Lexmond | |
| Title: | Director | |
| By: | /s/ Sharon Yam | |
| Name: | Sharon Yam | |
| Title: | Director | |
| Freemont Capital Pte Ltd | ||
| By: |
/s/ William Lexmond | |
| Name: | William Lexmond | |
| Title: | Director | |
| By: | /s/ Sharon Yam | |
| Name: | Sharon Yam | |
| Title: | Director | |
| Haldor Foundation | ||
| By: |
/s/ Andreas Schurt | |
| Name: | Andreas Schurt | |
| Title: | Board Member | |
| By: |
/s/ Peter Prast | |
| Name: | Peter Prast | |
| Title: | Board Member | |
Exhibit A – Joint Filing Statement
Exhibit A
AGREEMENT REGARDING THE JOINT FILING OF
SCHEDULE 13G
The undersigned, being duly authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13G to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule jointly on behalf of each such party.
Date: November 28, 2019
| Winder Investment Pte Ltd | ||
| By: |
/s/ William Lexmond | |
| Name: | William Lexmond | |
| Title: | Director | |
| By: |
/s/ Sharon Yam | |
| Name: | Sharon Yam | |
| Title: | Director | |
| Freemont Capital Pte Ltd | ||
| By: |
/s/ William Lexmond | |
| Name: | William Lexmond | |
| Title: | Director | |
| By: |
/s/ Sharon Yam | |
| Name: | Sharon Yam | |
| Title: | Director | |
| Haldor Foundation | ||
| By: |
/s/ Ernst Walch | |
| Name: | Ernst Walch | |
| Title: | Board Member | |
| By: |
/s/ Peter Prast | |
| Name: | Peter Prast | |
| Title: | Board Member | |