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, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
(Amendment No. 1)*
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Farfetch Limited
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(Name of Issuer)
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Class A Ordinary Shares, par value $0.04 per share
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(Title of Class of Securities)
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30744W107
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(CUSIP Number)
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December 31, 2019
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(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)
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter 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).
CUSIP No. 30744W107
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Farhold (Luxembourg) S.à r.l.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Luxembourg
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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19,047,241 Class A Ordinary Shares
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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19,047,241 Class A Ordinary Shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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19,047,241 Class A Ordinary Shares
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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(see instructions) ☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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7.4% (1.7% of the total voting power in the Issuer)*
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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* The percentage is calculated based on 256,998,920 Class A Ordinary Shares, par value $0.04 per share (the "Class A Ordinary Shares") and 42,858,080 Class B Ordinary Shares, par value $0.04 per share (the "Class
B Ordinary Shares") outstanding as of December 31, 2018, as reported in the Issuer's Annual Report on Form 20-F for the fiscal year ended December 31, 2018.
CUSIP No. 30744W107
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Vitruvian II Luxembourg S.à r.l.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(see instructions)
(a)☐
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(b)☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Luxembourg
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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19,047,241 Class A Ordinary Shares
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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19,047,241 Class A Ordinary Shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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19,047,241 Class A Ordinary Shares
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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(see instructions) ☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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7.4% (1.7% of the total voting power in the Issuer)*
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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* The percentage is calculated based on 256,998,920 Class A Ordinary Shares and 42,858,080 Class B Ordinary Shares outstanding as of December 31, 2018, as reported in the Issuer's Annual Report on Form 20-F for
the fiscal year ended December 31, 2018. The Reporting Person disclaims beneficial ownership of these securities.
CUSIP No. 30744W107
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1
|
NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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VIP II Nominees Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(see instructions)
(a)☐
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(b)☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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England and Wales
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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19,047,241 Class A Ordinary Shares
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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19,047,241 Class A Ordinary Shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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19,047,241 Class A Ordinary Shares
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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(see instructions) ☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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7.4% (1.7% of the total voting power in the Issuer)*
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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* The percentage is calculated based on 256,998,920 Class A Ordinary Shares and 42,858,080 Class B Ordinary Shares outstanding as of December 31, 2018, as reported in the Issuer's Annual Report on Form 20-F for
the fiscal year ended December 31, 2018. The Reporting Person disclaims beneficial ownership of these securities.
CUSIP No. 30744W107
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
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|
|||
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Vitruvian Partners LLP
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|||
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||||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(see instructions)
(a)☐
|
|||||
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(b)☒
|
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|||
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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England and Wales
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|||
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||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
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|
|
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0
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|
|
|||
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||||
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6
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SHARED VOTING POWER
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|
|
||
|
19,047,241 Class A Ordinary Shares
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|
|
|||
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|
|
||||
|
7
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SOLE DISPOSITIVE POWER
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0
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|||
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||||
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8
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SHARED DISPOSITIVE POWER
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|
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||
|
19,047,241 Class A Ordinary Shares
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|
|
|||
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|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
19,047,241 Class A Ordinary Shares
|
|
|
|||
|
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||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
(see instructions) ☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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|
|
||
|
7.4% (1.7% of the total voting power in the Issuer)*
|
|
|
|||
|
|
|
||||
|
12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN, IA
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|||
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||||
* The percentage is calculated based on 256,998,920 Class A Ordinary Shares and 42,858,080 Class B Ordinary Shares outstanding a
s of December 31, 2018, as reported in the Issuer's Annual Report on Form
20-F for the fiscal year ended December 31, 2018.
|
Item 1(a).
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Name of Issuer: |
Farfetch Limited
| Item 1(b). | Address of Issuer's Principal Executive Offices: |
The Bower
211 Old Street
London EC1V 9NR
United Kingdom
| Item 2(a). | Name of Person Filing: |
This statement is jointly filed by and on behalf of each of Farhold (Luxembourg) S.à r.l., Vitruvian II Luxembourg S.à r.l., VIP II
Nominees Limited and Vitruvian Partners LLP.
| Item 2(b). | Address of Principal Business Office or, if none, Residence: |
For Farhold (Luxembourg) S.à r.l. and Vitruvian II Luxembourg S.à r.l.:
21, rue Philippe II, L-2340 Luxembourg
For VIP II Nominees Limited and Vitruvian Partners LLP:
105 Wigmore Street, London, W1U 1QY, United Kingdom
| Item 2(c). | Citizenship: |
Farhold (Luxembourg) S.à r.l. and Vitruvian II Luxembourg S.à r.l. are organized under the laws of Luxembourg. VIP II Nominees Limited
is organized under the laws of England and Wales. Vitruvian Partners LLP is a limited liability partnership formed under the laws of England and Wales.
| Item 2(d). | Title of Class of Securities: |
Class A Ordinary Shares
| Item 2(e). | CUSIP Number: |
30744W107
| Item 3. |
If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing Is a(n):
|
Not applicable.
| Item 4. | Ownership. |
| (a) |
Amount beneficially owned: 19,047,241 Class A Ordinary Shares
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| (b) |
Percent of class: 7.4% (1.7% of the total voting power in the Issuer)
|
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: 0 |
| (ii) | Shared power to vote or to direct the vote: 19,047,241 Class A Ordinary Shares |
| (iii) | Sole power to dispose or to direct the disposition of: 0 |
| (iv) | Shared power to dispose or to direct the disposition of: 19,047,241 Class A Ordinary 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. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
All shares of Farhold (Luxembourg) S.à r.l. are owned by Vitruvian II Luxembourg S.à r.l. VIP II Nominees Limited, in its capacity as nominee for and on behalf of certain English limited
partnerships (collectively, the “VIP II Funds”), is the sole shareholder of Vitruvian II Luxembourg S.à r.l. Vitruvian Partners LLP manages each of the VIP II Funds as its general partner and investment manager and is the sole shareholder of
VIP II Nominees Limited. The parties have entered into a joint filing agreement with respect this statement.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
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Item 10.
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Certification.
|
Not applicable.
Exhibit Index
None
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 as of February 10, 2020.
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FARHOLD (LUXEMBOURG) S.À R.L.
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|||
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By:
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/s/ Gaël Sausy
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||
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Name: Gaël Sausy
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|||
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Title: B Manager and Authorised Signatory
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|||
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VITRUVIAN II LUXEMBOURG S.À R.L.
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|||
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By:
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/s/ Gaël Sausy | |
| Name: Gaël Sausy | |||
| Title: B Manager and Authorised Signatory | |||
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VIP II NOMINEES LIMITED
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|||
| By: Vitruvian Partners LLP, its director |
|||
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By:
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/s/ Robert James Sanderson |
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| Name: Robert James Sanderson |
|||
| Title: Member |
|||
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VITRUVIAN PARTNERS LLP
|
|||
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By:
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/s/ Robert James Sanderson | |
| Name: Robert James Sanderson | |||
| Title: Member |
|||