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"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 2)*
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Birkenstock Holding plc (Name of Issuer) |
Ordinary Shares, no par value (Title of Class of Securities) |
M2029K104 (CUSIP Number) |
06/30/2025 (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)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | M2029K104 |
| 1 | Names of Reporting Persons
BK LC Lux MidCo S.a r.l. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
LUXEMBOURG
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
115,000,327.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
62.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. | M2029K104 |
| 1 | Names of Reporting Persons
Catterton Caledonia 1 Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED KINGDOM
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
115,000,327.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
62.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. | M2029K104 |
| 1 | Names of Reporting Persons
Catterton Caledonia 2 Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED KINGDOM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
115,000,327.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
62.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. | M2029K104 |
| 1 | Names of Reporting Persons
Scott Arnold Dahnke | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
115,000,327.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
62.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| CUSIP No. | M2029K104 |
| 1 | Names of Reporting Persons
James Michael Chu | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
115,000,327.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
62.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Birkenstock Holding plc | |
| (b) | Address of issuer's principal executive offices:
1-2 Berkeley Square, London W1J 6EA, United Kingdom | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is filed by the entities and persons listed below, collectively referred to herein as the "Reporting Persons": (i) BK LC Lux MidCo S.a r.l. ("MidCo") (ii) Catterton Caledonia 1 Limited ("Caledonia 1") (iii) Catterton Caledonia 2 Limited ("Caledonia 2") (iv) Scott Arnold Dahnke (v) James Michael Chu | |
| (b) | Address or principal business office or, if none, residence:
599 West Putnam Avenue Greenwich, CT 06830 | |
| (c) | Citizenship:
See responses to Item 4 on each cover page. | |
| (d) | Title of class of securities:
Ordinary Shares, no par value | |
| (e) | CUSIP No.:
M2029K104 | |
| 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
All calculations of percentage ownership herein are based on 183,906,056 ordinary shares outstanding as of June 30, 2025, as reported in the Issuer's Current Report on Form 6-K filed with the U.S. Securities and Exchange Commission on August 14, 2025. The reported securities are held directly by MidCo. The management of MidCo is controlled by BK LC Lux SCA. BK LC Lux GP S.a r.l. is the general partner of BK LC Lux SCA. The management of BK LC Lux GP S.a r.l. is controlled by LC9 Caledonia AIV GP, LLP. LC9 Caledonia AIV GP, LLP is managed by its members, Caledonia 1 and Caledonia 2. The management of each of Caledonia 1 and Caledonia 2 is controlled by its directors, James Michael Chu and Scott Arnold Dahnke. As such, Messrs. Chu and Dahnke may be deemed to share voting and dispositive power with respect to the shares held directly by MidCo. This statement on Schedule 13G (this "Statement") shall not be construed as an admission that the Reporting Persons or any of the foregoing are, for purposes of Section 13(d) and 13(g), beneficial owners of any securities covered by this Statement. | |
| (b) | Percent of class:
See responses to Item 11 on each cover page. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See responses to Item 5 on each cover page. | ||
| (ii) Shared power to vote or to direct the vote:
See responses to Item 6 on each cover page. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See responses to Item 7 on each cover page. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See responses to Item 8 on each cover page. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| 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.
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Comments accompanying signature: Exhibit A Joint Filing Agreement, dated as of February 9, 2024, incorporated herein by reference to Exhibit A of the statement on Schedule 13G filed by the Reporting Persons on February 9, 2024.