SC 13D 1 d378844dsc13d.htm SC 13D SC 13D

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

trivago N.V.

(Name of Issuer)

Class A Shares, nominal value of €0.06 per share

(Title of Class of Securities)

89686D105 (for American Depositary Shares, each representing one Class A Share)

(CUSIP Number)

c/o PAR Investment Partners, L.P.

200 Clarendon Street, 48th Floor

Boston, MA 02116

Attn: Steven M. Smith

(617) 526-8990

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 4, 2017

(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 §§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 §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).

 

 

CUSIP No. 89686D105  

 

  (1)   

Names of reporting persons

 

PAR Investment Partners, L.P.

  (2)  

Check the appropriate box if a member of a group (see instructions)

(a)  ☐        (b)  ☒

 

  (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

 

    6,234,000

     (8)   

Shared voting power

 

    0

     (9)   

Sole dispositive power

 

6,234,000    

   (10)   

Shared dispositive power

 

    0

(11)  

Aggregate amount beneficially owned by each reporting person

 

    6,234,000

(12)  

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

(13)  

Percent of class represented by amount in Row (11)

 

    20.8% (1)

(14)  

Type of reporting person (see instructions)

 

    PN

 

(1) The percent of class was calculated based on 30,026,635 shares of Class A Shares issued and outstanding as of December 31, 2016, as disclosed in the Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on March 9, 2017.

CUSIP No. 89686D105  

 

  (1)   

Names of reporting persons

 

PAR Group, L.P.

  (2)  

Check the appropriate box if a member of a group (see instructions)

(a)  ☐        (b)  ☒

 

  (3)  

SEC use only

 

  (4)  

Source of funds (see instructions)

 

    AF

  (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

 

    6,234,000

     (8)   

Shared voting power

 

    0

     (9)   

Sole dispositive power

 

    6,234,000

   (10)   

Shared dispositive power

 

    0

(11)  

Aggregate amount beneficially owned by each reporting person

 

    6,234,000

(12)  

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

(13)  

Percent of class represented by amount in Row (11)

 

    20.8% (1)

(14)  

Type of reporting person (see instructions)

 

    PN

 

(1) The percent of class was calculated based on 30,026,635 shares of Class A Shares issued and outstanding as of December 31, 2016, as disclosed in the Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on March 9, 2017.

CUSIP No. 89686D105  

 

  (1)   

Names of reporting persons

 

PAR Capital Management, Inc.

  (2)  

Check the appropriate box if a member of a group (see instructions)

(a)  ☐        (b)  ☒

 

  (3)  

SEC use only

 

  (4)  

Source of funds (see instructions)

 

    AF

  (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

 

    6,234,000

     (8)   

Shared voting power

 

    0

     (9)   

Sole dispositive power

 

    6,234,000

   (10)   

Shared dispositive power

 

    0

(11)  

Aggregate amount beneficially owned by each reporting person

 

    6,234,000

(12)  

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

(13)  

Percent of class represented by amount in Row (11)

 

    20.8% (1)

(14)  

Type of reporting person (see instructions)

 

    CO

 

(1) The percent of class was calculated based on 30,026,635 shares of Class A Shares issued and outstanding as of December 31, 2016, as disclosed in the Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on March 9, 2017.

Item 1. SECURITY AND ISSUER

This Statement on Schedule 13D relates to the Class A Shares (the “Class A Shares”) of trivago N.V. (the “Issuer”) that are held directly by PAR Investment Partners, L.P., a Delaware limited partnership (“PAR Investment Partners”), through American Depositary Shares, each representing one Class A Share. The address of the Issuer’s principal executive office is Bennigsen-Platz 1, 40474, Düsseldorf, Germany. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

Item 2. IDENTITY AND BACKGROUND

(a), (b) and (c) This statement is being filed by the following persons: PAR Investment Partners, PAR Group, L.P., a Delaware limited partnership (“PAR Group”), and PAR Capital Management, Inc., a Delaware corporation (“PAR Capital Management”). PAR Investment Partners, PAR Group and PAR Capital Management are sometimes individually referred to herein as a “Reporting Person” and collectively as the “Reporting Persons.”

The principal business of PAR Investment Partners is that of a private investment partnership engaging in the purchase and sale of securities for its own account and its address is 200 Clarendon Street, 48th Floor, Boston, MA 02116. The sole general partner of PAR Investment Partners is PAR Group. The principal business of PAR Group is to act as the general partner of PAR Investment Partners and its address is 200 Clarendon Street, 48th Floor, Boston, MA 02116. The sole general partner of PAR Group is PAR Capital Management. The principal business of PAR Capital Management is to act as the general partner of PAR Group and its address is 200 Clarendon Street, 48th Floor, Boston, MA 02116.

Paul A. Reeder, III is the President and sole director of PAR Capital Management and each of Frederick S. Downs, Jr., Arthur G. Epker, III, Edward L. Shapiro, Steven M. Smith, Michael J. Tucker and Herbert A. (“Chip”) Frazier is a shareholder of PAR Capital Management. The business address of each of Mr. Reeder, Mr. Downs, Mr. Epker, Mr. Smith, Mr. Tucker and Mr. Frazier is 200 Clarendon Street, 48th Floor, Boston, MA 02116.

(d) and (e) During the last five years, none of the persons identified in this Item 2 has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors), or has been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violations with respect to such laws.

(f) Each natural person identified in this Item 2 is a citizen of the United States. PAR Investment Partners and PAR Group are Delaware limited partnerships and PAR Management is a Delaware corporation.

Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

PAR Investment Partners used approximately $73.3 mn (including brokerage commissions) of the working capital of PAR Investment Partners in the aggregate to purchase the Class A Shares reported in this Schedule 13D. Such Class A Shares are or may be held from time to time by PAR Investment Partners in margin accounts established with its brokers or banks and a portion of the purchase price for the Class A Shares may be obtained through margin borrowing. Securities positions which may be held in the margin accounts, including the Class A Shares, may be pledged as collateral security for the repayment of debit balances in the margin accounts.

Item 4. PURPOSE OF TRANSACTION

The Reporting Persons acquired the Class A Shares for investment purposes in the ordinary course of their business of investing in securities for their own accounts or for one or more accounts over which the Reporting Persons have investment or voting power. The Reporting Persons reserve the right to formulate plans and/or make proposals, and take such actions with respect to their investment in the Issuer, including, subject to applicable law, (i) to hold the Class A Shares as a passive investor or as an active investor (whether or not as a member of a “group” with other

beneficial owners of Shares or otherwise), (ii) to acquire beneficial ownership of additional shares in the open market, in privately negotiated transactions or otherwise, (iii) to dispose of all or part of its holdings, (iv) to take other actions which could involve one or more of the types of transactions or have one or more of the results described in Item 4 of this Schedule 13D, or (v) to change its intention with respect to any or all of the matters referred to in this Item 4.

Item 5. INTEREST IN SECURITIES OF THE ISSUER

(a)-(b) As of April 13, 2017, PAR Investment Partners may be deemed to beneficially own 6,234,000 Class A Shares, representing approximately 20.8% (determined in accordance with Rule 13d-3 under the Act) of the outstanding Class A Shares.

As of April 13, 2017, PAR Group, through its control of PAR Investment Partners as general partner, may be deemed to beneficially own 6,234,000 Class A Shares, representing approximately 20.8% (determined in accordance with Rule 13d-3 under the Act) of the outstanding Class A Shares.

As of April 13, 2017, PAR Capital Management, through its control of PAR Group as general partner, may be deemed to beneficially own 6,234,000 Class A Shares, representing approximately 20.8% (determined in accordance with Rule 13d-3 under the Act) of the outstanding Class A Shares.

The percentage of Class A Shares beneficially owned as set forth above are based on 30,026,635 Class A Shares issued and outstanding as of December 31, 2016, as disclosed in the Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on March 9, 2017.

(c) Information with respect to all transactions by the Reporting Persons relating to the Class A Shares that were effected during the past sixty days is set forth in Annex A hereto and is incorporated by reference herein.

 

(d) Not applicable.

 

(e) Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

Except as otherwise set forth in this Schedule 13D, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 or between such persons and any other person with respect to any securities of the Issuer.

Item 7. Material to be Filed as Exhibits.

 

Exhibit 99.1 Joint Filing Agreement among the Reporting Persons dated April 13, 2017 is filed as Exhibit 99.1 hereto.

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: April 13, 2017

 

PAR INVESTMENT PARTNERS, L.P.

 

By: PAR Group, L.P., its General Partner

By: PAR Capital Management, Inc., its General

       Partner

By:   /s/ Steven M. Smith
 

Name: Steven M. Smith

Title: Chief Operating Officer and General Counsel

 

PAR GROUP, L.P.

 

By: PAR Capital Management, Inc., its General

       Partner

By:   /s/ Steven M. Smith
 

Name: Steven M. Smith

Title: Chief Operating Officer and General Counsel

 

PAR CAPITAL MANAGEMENT, INC.
By:   /s/ Steven M. Smith
 

Name: Steven M. Smith

Title: Chief Operating Officer and General Counsel

Annex A

TRANSACTIONS IN CLASS A SHARES BY THE REPORTING PERSONS

The following table sets forth all transactions relating to the Class A Shares effected by the Reporting Persons in the past sixty days that have not been previously reported on Schedule 13D. Unless otherwise noted, all such transactions were effected in the open market through a broker and all prices per share include commissions.

PAR Investment Partners, L.P.

 

Trade Date

  

Shares Purchased (Sold)

  

Price Per Share ($)

03/01/17

   50,000   11.530

03/01/17

   150,000   11.510

03/01/17

   400   11.520

03/23/17

   27,233   12.254

03/24/17

   117,500   12.198

03/24/17

   25,267   12.250

03/27/17

   105,000   12.184

03/27/17

   15,000   12.216

03/28/17

   18,400   12.237

03/28/17

   1,550   12.290

03/29/17

   2,900   12.253

03/29/17

   12,000   12.270

03/30/17

   3,800   12.792

03/30/17

   4,200   12.806

03/30/17

   6,200   12.726

03/30/17

   6,300   12.726

03/30/17

   3,957   12.792

03/30/17

   4,390   12.806

03/31/17

   7,300   12.743

03/31/17

   7,400   12.743

04/03/17

   12,400   12.990

04/03/17

   37,100   13.040

04/03/17

   29,000   13.008

04/03/17

   3,287   12.978

04/03/17

   25,000   12.980

04/03/17

   75,000   13.013

04/03/17

   25,000   13.040

04/03/17

   12,600   12.990

04/03/17

   37,900   13.040

04/03/17

   29,710   13.008

04/04/17

   17,800   12.982

04/04/17

   12,500   12.830

04/04/17

   20,300   12.877

04/04/17

   17,913   12.982

04/04/17

   12,500   12.830

04/04/17

   20,410   12.877

04/05/17

   37,000   12.930

04/05/17

   12,400   13.000

04/05/17

   37,290   12.930

04/05/17

   12,600   13.000

04/06/17

   27,400   12.946

04/06/17

   10,700   13.030

04/06/17

   5,000   12.798

04/06/17

   27,474   12.946

04/06/17

   10,770   13.030

04/06/17

   5,000   12.798

04/07/17

   700   13.003

04/07/17

   600   13.003

04/10/17

   1,156   12.984

04/10/17

   1,200   12.984

04/11/17

   5,044   12.987

04/11/17

   4,956   12.987

04/11/17

   25,000   13.030