SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )*

Cazoo Group Ltd.

(Name of Issuer)

Class A Ordinary Shares, par value $0.0001 per share

(Title of Class of Securities)

G2007L105

(CUSIP Number)

Andrew Genser

General Counsel

55 Railroad Avenue

Greenwich, Connecticut 06830

203-863-7050

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

September 7, 2022

(Date of Event which Requires Filing of this Statement)

If the filing persons 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 Rule 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 the disclosures provided in a prior cover page.

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).

Schedule 13D
CUSIP No.: G2007L105	Page 2 of 12 Pages

1	NAMES OF REPORTING PERSONS
	VIKING GLOBAL INVESTORS LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
			60,000,000 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			60,000,000 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	60,000,000 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	7.3% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

1.          See Item 5.

2.          The percentages set forth herein are calculated based on (i) 760,872,476 Ordinary Shares outstanding as of June 6, 2022, as reported in the Issuer’s current report on Form 6-K filed with the U.S. Securities and Exchange Commission (the “Commission”) on July 1, 2022, and (ii) 60,000,000 shares of Ordinary Shares that the Reporting Persons currently have the right to acquire within 60 days upon conversion of the Notes.

Schedule 13D
CUSIP No.: G2007L105	Page 3 of 12 Pages

1	NAMES OF REPORTING PERSONS
	Viking Global Performance LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
			60,000,000 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			60,000,000 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	60,000,000 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	7.3% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

1.          See Item 5.

2.          The percentages set forth herein are calculated based on (i) 760,872,476 Ordinary Shares outstanding as of June 6, 2022, as reported in the Issuer’s current report on Form 6-K filed with the Commission on July 1, 2022, and (ii) 60,000,000 shares of Ordinary Shares that the Reporting Persons currently have the right to acquire within 60 days upon conversion of the Notes.

Schedule 13D
CUSIP No.: G2007L105	Page 4 of 12 Pages

1	NAMES OF REPORTING PERSONS
	Viking Global Equities Master Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
			58,800,000 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			58,800,000 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	58,800,000 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	7.2% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

1.          See Item 5.

2.          The percentages set forth herein are calculated based on (i) 760,872,476 Ordinary Shares outstanding as of June 6, 2022, as reported in the Issuer’s current report on Form 6-K filed with the Commission on July 1, 2022, and (ii) 60,000,000 shares of Ordinary Shares that the Reporting Persons currently have the right to acquire within 60 days upon conversion of the Notes

Schedule 13D
CUSIP No.: G2007L105	Page 5 of 12 Pages

1	NAMES OF REPORTING PERSONS
	Viking Global Equities II LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
			1,200,000 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			1,200,000 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,200,000 (1)
12	CHECK BOX 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.          See Item 5.

2.          The percentages set forth herein are calculated based on (i) 760,872,476 Ordinary Shares outstanding as of June 6, 2022, as reported in the Issuer’s current report on Form 6-K filed with the Commission on July 1, 2022, and (ii) 60,000,000 shares of Ordinary Shares that the Reporting Persons currently have the right to acquire within 60 days upon conversion of the Notes.

Schedule 13D
CUSIP No.: G2007L105	Page 6 of 12 Pages

1	NAMES OF REPORTING PERSONS
	O. ANDREAS HALVORSEN
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Norway
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			60,000,000 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			60,000,000 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	60,000,000 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	7.3% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

1.          See Item 5.

2.          The percentages set forth herein are calculated based on (i) 760,872,476 Ordinary Shares outstanding as of June 6, 2022, as reported in the Issuer’s current report on Form 6-K filed with the Commission on July 1, 2022, and (ii) 60,000,000 shares of Ordinary Shares that the Reporting Persons currently have the right to acquire within 60 days upon conversion of the Notes.

Schedule 13D
CUSIP No.: G2007L105	Page 7 of 12 Pages

1	NAMES OF REPORTING PERSONS
	DAVID C. OTT
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			60,000,000 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			60,000,000 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	60,000,000 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	7.3% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

1.          See Item 5.

2.          The percentages set forth herein are calculated based on (i) 760,872,476 Ordinary Shares outstanding as of June 6, 2022, as reported in the Issuer’s current report on Form 6-K filed with the Commission on July 1, 2022, and (ii) 60,000,000 shares of Ordinary Shares that the Reporting Persons currently have the right to acquire within 60 days upon conversion of the Notes.

Schedule 13D
CUSIP No.: G2007L105	Page 8 of 12 Pages

1	NAMES OF REPORTING PERSONS
	ROSE S. SHABET
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			60,000,000 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			60,000,000 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	60,000,000 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	7.3% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

1.          See Item 5.

2.          The percentages set forth herein are calculated based on (i) 760,872,476 Ordinary Shares outstanding as of June 6, 2022, as reported in the Issuer’s current report on Form 6-K filed with the Commission on July 1, 2022, and (ii) 60,000,000 shares of Ordinary Shares that the Reporting Persons currently have the right to acquire within 60 days upon conversion of the Notes.

Schedule 13D
CUSIP No.: G2007L105	Page 9 of 12 Pages

Item 1. Security and Issuer

This Schedule 13D relates to the Class A Ordinary Shares, par value $0.0001 per share (the “Ordinary Shares”), of Cazoo Group Ltd., a Cayman Islands exempted company (the “Issuer”). The Issuer’s principal executive offices are located at 41 Chalton Street, London NW1 1JD, United Kingdom.

Item 2. Identity and Background

(a-c, f) This Schedule 13D is filed jointly by each of the following persons (collectively, the “Reporting Persons”):

i.	Viking Global Investors LP (“VGI”),  a Delaware limited partnership;
ii.	Viking Global Performance LLC (“VGP”), a Delaware limited liability company;
iii.	Viking Global Equities Master Ltd. (“VGEM”), a Cayman Islands exempted company;
iv.	Viking Global Equities II LP (“VGEII” and together with VGEM, the “Funds”), a Delaware limited partnership;
v.	O. Andreas Halvorsen (“Mr. Halvorsen”), a citizen of Norway;
vi.	David C. Ott (“Mr. Ott”), a citizen of the United States of America; and
vii.	Rose S. Shabet (“Ms. Shabet”), a citizen of the United States of America.

The principal business address of each Reporting Person is 55 Railroad Avenue, Greenwich, Connecticut 06830.

This Schedule 13D relates to Ordinary Shares that the Reporting Persons have the right to acquire within 60 days upon conversion of the 2.00% Convertible Senior Notes due 2027 (the “Notes”) held directly by the Funds, each of which is an investment fund whose principal business is to engage in making investments in securities of public and private companies. The principal business of VGI is to provide managerial services to related entities engaged in making or recommending investments in securities of public and private companies. The principal business of VGP is to serve as the general partner or investment manager of related entities engaged in making or recommending investments in securities of public and private companies. The present principal occupation of Mr. Halvorsen is Chief Executive Officer of VGI. The present principal occupation of Mr. Ott is Advisory Director of VGI. The present principal occupation of Ms. Shabet is Chief Operating Officer of VGI.

The agreement among each of the Reporting Persons to file this Schedule 13D jointly in accordance with Rule 13d-1(k) of the Exchange Act is attached hereto as Exhibit 1.

(d), (e) During the last five years, none of the Reporting Persons have (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a 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 violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

On February 9, 2022, the Funds entered into a Purchase Agreement with the Issuer and the other parties thereto (the “Purchase Agreement”), pursuant to which VGEM agreed to purchase $294,000,000 in principal amount of the Notes and VGEII agreed to purchase $6,000,000 in principal amount of the Notes. On February 16, 2022 (the “Closing Date”), the Issuer issued $630.0 million in aggregate principal amount of the Notes (including the Notes purchased by the Funds on February 9, 2022) pursuant to an Indenture, dated February 16, 2022 (the “Indenture”), between the Issuer and U.S. Bank Trust Company, National Association, as trustee. VGEM and VGEII paid $294,000,000 and $6,000,000, respectively. The funds used by each of VGEM and VGEII to purchase the Notes were derived from the capital of each of VGEM and VGEII, respectively.

The Notes bear regular interest at a rate of 2.00% per year. The Notes will mature on February 16, 2027, unless earlier redeemed, repurchased or converted in accordance with the terms of the Notes. The Notes are convertible at the option of the holders at any time after November 6, 2022, and prior to the close of business on the second scheduled trading day immediately preceding February 16, 2027, into Ordinary Shares based on an initial conversion rate of 200.0000 Ordinary Shares (subject to adjustment) per $1,000 principal amount of Notes (which equates to an initial conversion price of $5.00 per Ordinary Share).  As such, the Notes held by the Funds were, as of the Closing Date, convertible into an aggregate of 60,000,000 Ordinary Shares, subject to adjustment and the other terms and conditions of the Notes as set forth in the Indenture.  In addition, the Issuer may force the conversion of the Notes following the third anniversary of the Closing Date (or February 16, 2025) if the trading price of the Ordinary Shares has been at least 150% of the conversion price for at least 20 trading days in any consecutive 30 trading day period (the “Trading Condition”).  Holders of the Notes, including the Funds, also have the right to require the Issuer to repurchase all or some of its Notes for cash at 100% of its principal amount, plus all accrued and unpaid interest to, and including, the date of repurchase, upon the occurrence of certain corporate events, subject to certain conditions.

Schedule 13D
CUSIP No.: G2007L105	Page 10 of 12 Pages

If the Notes have not been converted, repurchased or redeemed at or prior to maturity of the Notes, Holders of the Notes, including the Funds, will be entitled to payment of a premium at maturity of the Notes, equal to 50% of the principal amount of the Notes. The premium is payable in cash, Ordinary Shares, or a combination of cash and Ordinary Shares at the option of the Issuer. The premium will not be payable if the trailing 10 trading day volume weighted average price of the Ordinary Shares equals or exceeds $6.75 for any trading day beginning on (and excluding) the 10th trading day following the second anniversary of the Closing Date and ending on (and including) the 20th trading day following the second anniversary of the Closing Date (the “Premium Fall-Away Trigger”).

The Issuer may not redeem the Notes prior to the third anniversary of the Closing Date, unless certain changes in tax law or other related events occur. The Issuer may redeem all or a portion of the Notes, at its option, beginning three years after the Closing Date, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, and excluding, the redemption date, provided that (1) the Trading Condition (as defined above) is met or (2) the aggregate principal amount of the Notes outstanding and held by persons other than the Issuer or its affiliates is less than 15% of the initial aggregate principal amount of the Notes.

In connection with the Purchase Agreement and the issuance of the Notes, on the Closing Date, the Issuer entered into a Registration Rights Agreement with the Funds and the other parties thereto (the “Registration Rights Agreement”), pursuant to which, among other things, the parties, including the Funds, were granted customary registration rights with respect to the Ordinary Shares underlying the Notes.

In connection with the Purchase Agreement and the issuance of the Notes, on the Closing Date, the Issuer and the Funds entered into a Board Observer and Confidentiality Agreement (the “Board Observer Agreement”) and Side Letter. The Board Observer Agreement provides that, for so long as the Funds or their affiliates own at least (i) $225,000,000 of the principal amount of Notes issued to the Funds on the Closing Date, or (ii) 75% of the Ordinary Shares issuable upon conversion of the Notes issued to the Funds on the Closing Date, the Funds and their affiliates may appoint an individual to act as a non-voting observer to Issuer’s board of directors (the “Board”) to attend all meetings of the Board (and any committee thereof). The Funds have appointed an individual to act in such capacity. The Funds also undertook certain customary confidentiality obligations under the Board Observer Agreement. The Side Letter provides that for so long as the Funds or their affiliated funds own at least $100,000,000 aggregate principal amount of Notes, subject to certain exceptions, the Funds and their affiliated funds and their respective officers, directors and employees acting on their behalf may not, and may not direct any other person or entity to, directly or indirectly, enter into any short sales with respect to the Ordinary Shares for the periods (i) between the 23-month anniversary of the Closing Date through and including the 25-month anniversary of the Closing Date and (ii) to the extent the Premium Fall-Away Trigger shall not have been satisfied, between the date that is the fifth business day prior to two months before the date on which the Notes mature through and including the fifth business day prior to the date on which the Notes mature.

The foregoing descriptions of the Purchase Agreement, Registration Rights Agreement, Board Observer Agreement and Side Letter do not purport to be complete and are qualified in their entirety by reference to the full text thereof, which are filed as Exhibit 2, Exhibit 3, Exhibit 4 and Exhibit 5, respectively, to this Schedule 13D, and are incorporated by reference herein.

Item 4. Purpose of Transaction

The response to Item 3 of this Schedule 13D is incorporated by reference herein.

The Reporting Persons acquired the Notes (and the Ordinary Shares into which such Notes may be converted) for investment purposes, and such purchases were made in the Reporting Persons’ ordinary course of business. The Reporting Persons have had discussions and may have further discussions with officers and directors of the Issuer in connection with the Reporting Persons’ investment in the Issuer. The topics of these conversations have covered or may cover a range of issues, including those relating to the business of the Issuer; management; board composition and other governance matters; investor communications; operations; capital allocation; capital structure; issuances of securities; dividend policy; debt obligations; contractual obligations; financial condition, results of operations and cash flows; mergers and acquisitions strategy; strategic transactions; asset sales; overall business strategy; executive compensation; and environmental, social and governance matters related to the Issuer’s business and stakeholders. As permitted under relevant confidentiality arrangements, the Reporting Persons have had or may have similar conversations with other securityholders of the Issuer or other interested parties, such as industry analysts, existing or potential strategic partners or competitors, investment professionals and other investors and may exchange information with any such persons or the Issuer and may negotiate and enter appropriate confidentiality or similar agreements (which may contain, among other things, standstill provisions). The Reporting Persons may at any time reconsider and change their intentions relating to the foregoing. The Reporting Persons may also propose or take one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D and may discuss such proposals or actions, or other proposals or actions, with the Issuer’s management and the board of directors of the Issuer, other securityholders of the Issuer, and other interested parties, such as those set out above. The Reporting Persons intend to review their investments in the Issuer on a continuing basis. Depending on various factors, including, without limitation, the Issuer’s financial position and strategic direction, the outcome of the discussions and actions referenced above, actions taken by the Issuer’s board of directors, price levels of the Notes or Ordinary Shares, liquidity requirements and other investment opportunities available to the Reporting Persons, conditions in the securities market, general economic and industry conditions, contractual provisions to which the Reporting Persons may then be subject, the Reporting Persons may in the future take actions with respect to their investment position in the Issuer as they deem appropriate, including, without limitation, purchasing additional Notes, Ordinary Shares, other securities of the Issuer or other instruments that are based upon or relate to the value of any of the foregoing; selling, exchanging, converting, pledging or financing some or all of the securities reported herein, other securities of the Issuer or other instruments that are based upon or relate to the value of any of the foregoing; engaging in hedging or similar transactions with respect to Notes, Ordinary Shares, other securities of the Issuer or other instruments that are based upon or relate to the value of any of the foregoing; and taking any other action to maximize the value of the Reporting Persons’ investment position in the Issuer.

Schedule 13D
CUSIP No.: G2007L105	Page 11 of 12 Pages

Item 5. Interest in Securities of the Issuer

(a) As of the date hereof, each of the Reporting Persons may be deemed the beneficial owner of 60,000,000 Ordinary Shares, which represents approximately 7.3% of the outstanding Common Stock. This amount consists of (i) 58,800,000 Ordinary Shares that VGEM has the right to acquire upon conversion of $294,000,000 in principal amount of the Notes and (ii) 1,200,000 Ordinary Shares that VGEII has the right to acquire upon conversion of $6,000,000 in principal amount of the Notes.  Each of VGI, VGP, Mr. Halvorsen, Mr. Ott, and Ms. Shabet does not directly own any Ordinary Shares nor any Notes.

The foregoing beneficial ownership percentage is based on (i) 760,872,476 Ordinary Shares outstanding as of June 6, 2022, as reported in the Issuer’s current report on Form 6-K filed with the Commission on July 1, 2022, and (ii) 60,000,000 shares of Ordinary Shares that the Reporting Persons have the right to acquire upon conversion of the Notes.

(b) The Reporting Persons have shared voting power and shared dispositive power with regard to the 60,000,000 Ordinary Shares that VGEM and VGEII, in the aggregate, have the right to acquire upon conversion of the Notes.

(c) The response to Item 3 of this Schedule 13D is incorporated by reference herein. Other than as set forth herein, no transactions in the Issuer’s securities have been effected by the Reporting Persons during the past 60 days.

(d) No person(s) other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of the Issuer beneficially owned by the Reporting Persons.

(e) This Item 5(e) is not applicable.

Item 6. Contracts, Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer

The responses to Items 2, 3 and 4 of this Schedule 13D are incorporated by reference herein.

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

Item 7. Material to Be Filed as Exhibits

Exhibit 1 – Joint Filing Agreement

Exhibit 2 – Purchase Agreement, dated as of February 9, 2022 (incorporated herein by reference to the Purchase Agreement attached as Exhibit 99.1 of the Issuer’s current report on Form 6-K filed with the Commission on February 16, 2022)

Exhibit 3 – Registration Rights Agreement, dated as of February 16, 2022 (incorporated herein by reference to the Registration Rights Agreement attached as Exhibit 99.4 of the Issuer’s current report on Form 6-K filed with the Commission on February 16, 2022)

Exhibit 4 – Board Observer Agreement, dated as of February 16, 2022

Exhibit 5 – Side Letter, dated as of February 9, 2022

Schedule 13D
CUSIP No.: G2007L105	Page 12 of 12 Pages

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.

By:	/s/ Scott M. Hendler
Name:	Scott M. Hendler on behalf of O. Andreas Halvorsen (1)
By:	/s/ Scott M. Hendler
Name:	Scott M. Hendler on behalf of David C. Ott (2)
By:	/s/ Scott M. Hendler
Name:	Scott M. Hendler on behalf of Rose S. Shabet (3)

(1) Scott M. Hendler is signing on behalf of O. Andreas Halvorsen, individually and as an Executive Committee Member of VIKING GLOBAL PARTNERS LLC, on behalf of VIKING GLOBAL INVESTORS LP, and as an Executive Committee Member of VIKING GLOBAL PERFORMANCE LLC, and on behalf of itself and VIKING GLOBAL EQUITIES II LP and VIKING GLOBAL EQUITIES MASTER LTD., pursuant to an authorization and designation letter dated February 9, 2021, which was previously filed with the Commission as an exhibit to a Form 13G filed by Mr. Halvorsen on February 12, 2021 (SEC File No. 005-49737).

(2) Scott M. Hendler is signing on behalf of David C. Ott, individually and as an Executive Committee Member of VIKING GLOBAL PARTNERS LLC, on behalf of VIKING GLOBAL INVESTORS LP, and as an Executive Committee Member of VIKING GLOBAL PERFORMANCE LLC, and on behalf of itself and VIKING GLOBAL EQUITIES II LP and VIKING GLOBAL EQUITIES MASTER LTD., pursuant to an authorization and designation letter dated February 9, 2021, which was previously filed with the Commission as an exhibit to a Form 13G filed by Mr. Ott on February 12, 2021 (SEC File No. 005-49737).

(3) Scott M. Hendler is signing on behalf of Rose S. Shabet, individually and as an Executive Committee Member of VIKING GLOBAL PARTNERS LLC, on behalf of VIKING GLOBAL INVESTORS LP, and as an Executive Committee Member of VIKING GLOBAL PERFORMANCE LLC, and on behalf of itself and VIKING GLOBAL EQUITIES II LP and VIKING GLOBAL EQUITIES MASTER LTD., pursuant to an authorization and designation letter dated February 9, 2021, which was previously filed with the Commission as an exhibit to a Form 13G filed by Ms. Shabet on February 12, 2021 (SEC File No. 005-49737).

September 19, 2022

Attention: Intentional misstatements or omissions of fact constitute federal violations (see 18 U.S.C. 1001).

EX-1

Exhibit 1

JOINT FILING AGREEMENT

This joint filing agreement is made and entered into as of this 19^th day of September, 2022, by and among VIKING GLOBAL INVESTORS LP, VIKING GLOBAL PERFORMANCE LLC, VIKING GLOBAL EQUITIES II LP, VIKING GLOBAL EQUITIES MASTER LTD., O. Andreas Halvorsen, David C. Ott and Rose S. Shabet.

The parties to this Agreement hereby agree to prepare jointly and file timely (and otherwise to deliver as appropriate) all filings on any Forms 3, 4, or 5 or Schedules 13D or 13G, and any and all amendments thereto and any other documents relating thereto (collectively, the “Filings”) as required to be filed pursuant to the Securities Exchange Act of 1934, as amended. The parties to this Agreement further agree and covenant that each will fully cooperate with such other parties in the preparation, timely filing, and delivery of all such Filings.

IN WITNESS WHEREOF, the parties hereto have executed this agreement as of the date first set forth above.

Dated:  September 19, 2022

By:	/s/ Scott M. Hendler
Name:	Scott M. Hendler on behalf of O. Andreas Halvorsen (1)
By:	/s/ Scott M. Hendler
Name:	Scott M. Hendler on behalf of David C. Ott (2)
By:	/s/ Scott M. Hendler
Name:	Scott M. Hendler on behalf of Rose S. Shabet (3)

(1) Scott M. Hendler is signing on behalf of O. Andreas Halvorsen, individually and as an Executive Committee Member of VIKING GLOBAL PARTNERS LLC, on behalf of VIKING GLOBAL INVESTORS LP, and as an Executive Committee Member of VIKING GLOBAL PERFORMANCE LLC, and on behalf of itself and VIKING GLOBAL EQUITIES II LP and VIKING GLOBAL EQUITIES MASTER LTD., pursuant to an authorization and designation letter dated February 9, 2021, which was previously filed with the Commission as an exhibit to a Form 13G filed by Mr. Halvorsen on February 12, 2021 (SEC File No. 005-49737).

(2) Scott M. Hendler is signing on behalf of David C. Ott, individually and as an Executive Committee Member of VIKING GLOBAL PARTNERS LLC, on behalf of VIKING GLOBAL INVESTORS LP, and as an Executive Committee Member of VIKING GLOBAL PERFORMANCE LLC, and on behalf of itself and VIKING GLOBAL EQUITIES II LP and VIKING GLOBAL EQUITIES MASTER LTD., pursuant to an authorization and designation letter dated February 9, 2021, which was previously filed with the Commission as an exhibit to a Form 13G filed by Mr. Ott on February 12, 2021 (SEC File No. 005-49737).

(3) Scott M. Hendler is signing on behalf of Rose S. Shabet, individually and as an Executive Committee Member of VIKING GLOBAL PARTNERS LLC, on behalf of VIKING GLOBAL INVESTORS LP, and as an Executive Committee Member of VIKING GLOBAL PERFORMANCE LLC, and on behalf of itself and VIKING GLOBAL EQUITIES II LP and VIKING GLOBAL EQUITIES MASTER LTD., pursuant to an authorization and designation letter dated February 9, 2021, which was previously filed with the Commission as an exhibit to a Form 13G filed by Ms. Shabet on February 12, 2021 (SEC File No. 005-49737).

EX-99.4

Exhibit 4

BOARD OBSERVER AND CONFIDENTIALITY AGREEMENT

This Board Observer and Confidentiality Agreement (this “Agreement”), dated as of February 16, 2022, is made and entered into by and between Cazoo Group Ltd, a Cayman Islands exempted company (the “Company”), Viking Global Equities Master Ltd, a Cayman Islands exempted company (“VGEM”) and Viking Global Equities II LP, a Delaware limited liability company (“VGE2” and together with VGEM, the “Viking Investors”).

WHEREAS, pursuant to the Note Purchase Agreement, dated as of the date hereof, among the Company, the Viking Investors and the other investors party thereto (the “Note Purchase Agreement”), the Company has sold, and the investors party thereto have purchased, $630,000,000 in aggregate principal amount of the Company’s 2.00% Convertible Senior Notes due 2027 (the “Notes”); and

WHEREAS, the Company wishes to establish certain governance rights for the benefit of VGI in respect of the Company as an inducement to the Viking Investors to enter into the Note Purchase Agreement.

NOW, THEREFORE, in consideration of the foregoing, the parties hereby agree as follows:

Section 1. Definitions. For purposes of this Agreement, the following terms and variations thereof have the meanings set forth below:

“Affiliates” shall mean any limited partnership, limited liability company or other fund managed or controlled by VGI.

“Agreement” shall have the meaning given in the Preamble.

“Board” shall mean the Board of Directors of the Company.

“Company” shall have the meaning given in the Preamble.

“Confidential Information” shall mean all information (irrespective of the form of communication) received by or on behalf of the VGI Observer from the Company other than information which (i) was or becomes generally available to the public other than as a result of a breach of this Agreement by the Viking Investors, (ii) was or becomes available to the Viking Investors on a non-confidential basis from a source other than the Company, provided, that the source thereof is not known by the Viking Investors to be bound by an obligation of confidentiality to the Company or (iii) is independently developed by the Viking Investors without the use of any information that would otherwise be Confidential Information hereunder.

“Governmental Authority” shall mean any federal, state, provincial, municipal, local or foreign government, governmental authority, regulatory or administrative agency, governmental commission, department, board, bureau, agency or instrumentality, court or tribunal.

“Law” shall mean any statute, law, ordinance, rule, treaty, code, directive, regulation, governmental approval (whether granted or required) or order, in each case, of any Governmental Authority.

“Note Purchase Agreement” shall have the meaning given in the Recitals. “Notes” shall have the meaning given in the Recitals.

“Ordinary Shares” shall mean the Company’s Class A ordinary shares, par value $0.0001 per share.

“Person” means any individual, sole proprietorship, partnership, limited liability company, joint venture, trust, incorporated organization, association, corporation, institution, public benefit corporation, Governmental Authority or any other entity.

“Relevant Persons” shall have the meaning given in Section 3.1.

“Representatives” shall have the meaning given in Section 4.

“VGI” shall mean Viking Global Investors LP.

“VGI Observer” shall mean a non-voting observer of the Board selected by VGI.

Section 2. Observer Rights.

For so long as the Viking Investors and their respective Affiliates own greater than or equal to (i) $225,000,000 of the principal amount of Notes issued to the Viking Investors and their respective Affiliates by the Company on the date hereof, or (i) 75% of the Ordinary Shares issuable upon conversion of the Notes issued to the Viking Investors and their respective Affiliates by the Company on the date hereof, the Viking Investors may, at its election and at any time by written notice to the Company, appoint a VGI Observer to the Board to attend all meetings of the Board (and any committee thereof). The VGI Observer shall be entitled to receive all notices, written documents and materials provided to the members of the Board and to be invited to, attend and speak at all meetings of the Board and its committees in a non-voting capacity. For the avoidance of doubt, the VGI Observer shall be entitled at any time to disclaim any such entitlement and thereafter (until the VGI Observer notifies the Company in writing that such disclaimer has been withdrawn), the VGI Observer shall not receive any such notices, documents or materials, or to attend and speak at such meetings. In no event shall the VGI Observer: (i) be deemed to be a member of the Board or any committee thereof; or (ii) have the right to vote on any matter under consideration by the Board or any committee thereof or otherwise have any power to cause the Company to take, or not to take, any action. For the avoidance of doubt, the VGI Observer shall not be liable toward the Company or any shareholder with respect to any action or inaction of the Board or its committees. The VGI Observer shall execute a confidentiality agreement in a form reasonably approved by the Board. Notwithstanding the above, the Company shall have the right to exclude the VGI Observer from portions of meetings of the Board or omit to provide the VGI Observer with certain information or analysis if the Board reasonably determines in good faith that: (a) the information or meeting involves competitors of the Viking Investors and their respective affiliates, or would reasonably be expected to pose a conflict of interest or material potential conflict of interest between the Viking Investors and the Company, or would reasonably be expected and determined to have a material adverse effect on the Company or its business (including to jeopardize any potential transaction); (b) upon advice of counsel, such exclusion or omission is necessary to preserve an attorney-client privilege; (c) such exclusion or omission is reasonably necessary to protect confidential proprietary information or trade secrets of the Company, or to fulfill the Company’s obligations with respect to confidential or proprietary information of third parties; or (d) the VGI Observer’s access to the information or attendance at any meeting would be prohibited under Law. The foregoing exclusion and restriction on information that is otherwise required to be provided to the VGI Observer pursuant to this Section 2 shall also permit the Company to redact from minutes of the Board or committee meetings, and withhold from notices of meetings, any reference and details to matters and documents, notices, deliberations and resolutions reasonably relating to any such matters or information. The designation, dismissal and replacement of the VGI Observer shall be made by written notice to the Company and signed by a duly authorized officer of the Viking Investors and shall become valid and effective upon the day on which such written notice was received by the Company or upon such later date as may be noted in such notice.

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Section 3. Outside Activities.

3.1 To the fullest extent permitted by applicable Law, neither the VGI Observer nor any Affiliate of the VGI Observer (individually, a “Relevant Person” and, collectively, the “Relevant Persons”) shall have any fiduciary duty to refrain from engaging directly or indirectly in other business ventures of every type and description, including those engaged in the same or similar business activities or lines of business as the Company or its subsidiaries or deemed to be competing with the Company or any of its subsidiaries, on its own account, or in partnership with, or as an employee, officer, director or shareholder of any other person, with no obligation  to offer to the Company or any of its subsidiaries the right to participate therein and (ii) any Relevant Person may invest in, or provide services to, any Person that directly or indirectly competes with the Company or any of its subsidiaries. To the fullest extent permitted by Law,  the Company renounces any interest or expectancy of the Company in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any Relevant Person, on the one hand, and the Company or any of its subsidiaries, on the other. To the fullest extent permitted by Law, the Relevant Persons shall have no fiduciary duty to communicate or offer any such corporate opportunity to the Company or any of its subsidiaries and shall not be liable to the Company or any of its subsidiaries or shareholders for breach of any fiduciary duty as a shareholder, director, officer or shareholder, as applicable, solely by reason of the fact that such Relevant Person, directly or indirectly, pursues or acquires such corporate opportunity for itself, himself or herself, directs such corporate opportunity to another person, or does not communicate information regarding such corporate opportunity to  the Company or any of its subsidiaries.

3.2 The Company hereby renounces any interest or expectancy of the Company or any of its subsidiaries in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity of any Relevant Person.

3.3 To the extent a court might hold that the conduct of any activity related to a corporate opportunity that is renounced in this Section 3 to be a breach of fiduciary duty to the Company (including any of its subsidiaries) or its shareholders, the Company, on behalf of itself and each of its subsidiaries, hereby waives, to the fullest extent permitted by Law, any and all claims and causes of action that the Company or any of its subsidiaries may have for such activities. To the fullest extent permitted by Law, the provisions of this Section 3 apply equally to activities conducted in the future and that have been conducted in the past.

Section 4. Confidentiality. Each Viking Investor hereby agrees that all Confidential Information with respect to the Company shall be kept confidential by it and the VGI Observer and shall not be disclosed by it or the VGI Observer in any manner whatsoever, except as permitted herein. Notwithstanding anything contained in this Agreement or any additional confidentiality obligations to the Company or its Affiliates to which the Viking Investors or the VGI Observer may be bound, Confidential Information received by the Viking Investors and the VGI Observer may be disclosed:

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(a) to the Viking Investors or their respective Affiliates or its or their respective directors, officers, employees and authorized representatives (including attorneys, accountants, consultants, bankers and financial advisors) (such Persons, collectively, with respect to a VGI Investor or such Affiliate, such Person’s “Representatives”); provided such Representatives owe a contractual or other duty of confidentiality to the Viking Investors with respect to any Confidential Information so disclosed;

(b) by the VGI Observer and its Representatives, to the extent the Company consents in writing; and

(c) to the extent required by Law or as requested or required by any Governmental Authority; provided, however, that, prior to making such a disclosure, such Person has, to the extent practicable and permitted by Law, consulted with the Company regarding the scope, timing and contents of such disclosure.

Section 5. Compliance with Securities Laws. Each Viking Investor agrees that the Confidential Information is given in confidence in accordance with the terms of this Agreement, and the Viking Investors will not take any action relating to the securities of the Company which would constitute insider trading, market manipulation, or any other violation of applicable securities law. Each Viking Investor agrees to instruct all of its Representatives and any Affiliate to whom it discloses Confidential Information that they may not take any action relating to the securities of the Company which would constitute insider trading, market manipulation, or any other violation of applicable securities law. Each Viking Investor acknowledges that it has received a copy of the Company’s insider trading policy in effect as of the date hereof and that, so long as the Viking Investors have designated a VGI Observer to the Board, the Viking Investors and their respective Affiliates and its and their Representatives shall remain subject to the provisions thereof.

Section 6. Termination. This Agreement (other than Section 3 hereof) shall terminate upon the earlier to occur of (i) such time as the Viking Investors and their respective Affiliates own neither (x) $225,000,000 or more of the principal amount of Notes issued to the Viking Investors and their respective Affiliates by the Company on the date hereof, nor (y) 75% or more of the Ordinary Shares issuable upon conversion of the Notes issued to the Viking Investors and their respective Affiliates by the Company on the date hereof, or (ii) if mutually agreed in writing between the parties. Once the Viking Investors and their respective Affiliates own less than 75% of the principal amount of Notes issued to the Viking Investors and their respective Affiliates on the date hereof, they will no longer be able to satisfy clause (x) above, even if subsequent to such time the Viking Investors and their respective Affiliates reacquire additional Notes. Similarly, once the Viking Investors and their respective Affiliates own less than 75% of the Ordinary Shares issuable upon conversion of the Notes issued on the date hereof, they will no longer be able to satisfy clause (y) above, even if subsequent to such time the Viking Investors and their respective Affiliates acquire additional Ordinary Shares.

Section 7. Notices. All notices and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in Person, by e-mail or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses or e-mail addresses (or at such other address or email address for a party as shall be specified in a notice given in accordance with this Section 7):

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If to the Company, to it at:

Cazoo Group Ltd

41 Chalton Street

London

NW1 1JD

Attention: Ned Staple

E-mail: ned.staple@cazoo.co.uk

with a copy (which shall not constitute notice) to:

Freshfields Bruckhaus Deringer US LLP

601 Lexington Avenue

New York, NY 10022

Attention: Valerie Ford Jacob

E-mail: valerie.jacob@freshfields.com

If to the Viking Investors, to each Viking Investor at:

c/o Viking Global Investors LP

280 Park Avenue

New York, NY 10017

Attention: General Counsel

E-mail: legalnotices@vikingglobal.com

with a copy (which shall not constitute notice) to:

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 6th Ave.

New York, NY 10019

Attention: Tracey A. Zaccone; Paul L. Sandler

Email: tzaccone@paulweiss.com; psandler@paulweiss.com

Section 8. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

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Section 9. Entire Agreement. This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof.

Section 10. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the principles of conflicts of laws that would otherwise require the application of the law of any other state.

Section 11. Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. EACH OF THE PARTIES HERETO (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.

Section 12. Headings; Interpretation. The descriptive headings contained in this Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. The parties have participated jointly in the negotiation and drafting of this Agreement. If any ambiguity or question of intent arises, this Agreement will be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favoring or disfavoring any party because of the authorship of any provision of this Agreement. Unless the context of this Agreement clearly requires otherwise, use of the masculine gender shall include the feminine and neutral genders and vice versa, and the definitions of terms contained in this Agreement are applicable to the singular as well as the plural forms of such terms. The words “includes” or “including” shall mean “including without limitation.” The words “hereof,” “hereby,” “herein,” “hereunder” and similar terms in this Agreement shall refer to this Agreement as a whole and not any particular section or article in which such words appear. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if.” Any reference to a law shall include any rules and regulations promulgated thereunder, and shall mean such law as from time to time amended, modified or supplemented.

Section 13. Counterparts. This Agreement may be executed and delivered (including by facsimile or portable document format (pdf) transmission) in counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

Section 14. Amendment. This Agreement may not be amended, modified or waived except by an instrument in writing, signed by each of the parties hereto.

(Next Page is Signature Page)

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IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first written above.

CAZOO GROUP LTD
By	/s/ Stephen Morana
	Name: Stephen Morana
	Title: Director

[Signature Page – Board Observer Agreement]

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IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first written above.

VIKING GLOBAL EQUITIES MASTER LTD.
By:	Viking Global Performance LLC, its Investment Manager
By:	/s/ Katerina Novak
Name: Katerina Novak
Title: Authorized Signatory
Address:
c/o Viking Global Investors LP 280 Park Avenue
New York, NY 10017
Attention: General Counsel
E-mail: legalnotices@vikingglobal.com

[Signature Page for Board Observer and Confidentiality Agreement]

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IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first written above.

VIKING GLOBAL EQUITIES II LP
By:	Viking Global Performance LLC, its General Partner
By:	/s/ Katerina Novak
Name: Katerina Novak
Title: Authorized Signatory
Address:
c/o Viking Global Investors LP
280 Park Avenue
New York, NY 10017
Attention: General Counsel
E-mail: legalnotices@vikingglobal.com

[Signature Page for Board Observer and Confidentiality Agreement]

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EX-99.5

Exhibit 5

February 9, 2022

Cazoo Group Ltd

41 Chalton Street

London, NW1 1JD

United Kingdom

Ladies and Gentlemen:

Reference is made to the Note Purchase Agreement, dated as of the date hereof, among Cazoo Group Ltd, a Cayman Islands exempted company (the “Company”), Viking Global Equities Master Ltd, a Cayman Islands exempted company (“VGEM”), Viking Global Equities II LP, a Delaware limited liability company (“VGE2” and, together with VGEM, the “Viking Investors”) and the other investors party thereto (the “Note Purchase Agreement”). Pursuant to the Purchase Agreement, the Company has sold, and the investors party thereto have purchased, $630,000,000 in aggregate principal amount of the Company’s 2.00% Convertible Senior Notes due 2027 (the “Notes”). The Notes will be issued pursuant to an indenture (the “Indenture”) to be dated on or around February 16, 2022, between the Company as Issuer and U.S. Bank Trust Company, National Association as trustee. The date on which the Indenture is executed and the Notes are issued is referred to herein as the “Closing Date”.

The Viking Investors agree that to the extent that at time that the Viking Investors and their affiliated funds then own at least $100,000,000 aggregate principal amount of Notes, they and their affiliated funds and their respective officers, directors and employees acting on their behalf will not, and will not direct any other person or entity to, directly or indirectly, enter into any Short Sales with respect to the Class A ordinary shares of the Company for the periods (the “Restricted Periods”) (i) the 23-month anniversary of the Closing Date through and including  the 25-month anniversary of the Closing Date and (ii) to the extent the Premium Fall-Away Trigger (as defined in the Indenture) shall not have been satisfied, the date that is the fifth business day prior to two months before the Maturity Date (as defined below) through and including the fifth business day prior to the date on which the Notes mature (the “Maturity Date”); provided that the foregoing limitations shall not apply to the extent that the Company has repurchased any Ordinary Shares pursuant to the Buyback Exceptions (as defined below).  For the avoidance of doubt, the Viking Investors shall be permitted to engage in Short Sales outside of the Restricted Periods and it shall not be a violation of this side letter for such Short Sales to settle or to remain outstanding during the Restricted Periods.

For purposes of this letter agreement, “Short Sales” shall mean (i) all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, whether or not against the box, and all types of direct and indirect forward sale contracts, options, puts, calls, short sales, swaps and “put equivalent positions” (as defined in Rule 16a-1(h) under the Securities Exchange Act of 1934, as amended), and (ii) sales and other transactions through non-U.S. broker dealers or foreign regulated brokers.

In addition, the Company, together with its control persons, subsidiaries and their respective officers, directors and employees acting on their behalf, agrees that during the Restricted Periods they will not make any open market purchases of its Class A ordinary shares.  Notwithstanding the foregoing, nothing herein shall prohibit the Company from (1) making open market purchases of its Class A ordinary shares in accordance with Exchange Act Rule 10b-18 which its board of directors, in the exercise of its fiduciary duties, has determined to be in the best interests of the Company and its shareholders or (2) purchasing its Class A ordinary shares in open market purchases in accordance with the terms of any contract or agreement to which the Company is then a party (not entered into in order to circumvent the limitations set forth herein) or otherwise required by applicable law or any governmental authority or agency or court (the “Buyback Exceptions”).  The Company shall promptly (and, in any event, within one business day) notify the legal and compliance department of the Viking Investors of any purchases of Ordinary Shares pursuant to the Buyback Exceptions.

This letter agreement shall terminate upon the earlier of (i) the redemption, conversion and/or repurchase of all of the Notes in full and (ii) the Maturity Date.

This letter agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof.

This letter agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the principles of conflicts of laws that would otherwise require the application of the law of any other state.

EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS LETTER AGREEMENT. EACH OF THE PARTIES HERETO (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS LETTER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.

This letter agreement may be executed and delivered (including by facsimile or portable document format (pdf) transmission) in counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

This letter agreement may not be amended, modified or waived except by an instrument in writing, signed by each of the parties hereto.

(Next Page is Signature Page)

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Agreed and accepted: As of the date first written above.

VIKING GLOBAL EQUITIES MASTER LTD.
By:	Viking Global Performance LLC, its
	Investment Manager
By:	/s/ Katerina Novak
	Name: Katerina Novak
	Title: Authorized Signatory
VIKING GLOBAL EQUITIES II LP
By:	Viking Global Performance LLC, its
	Investment Manager
By:	/s/ Katerina Novak
	Name: Katerina Novak
	Title: Authorized Signatory
CAZOO GROUP LTD
By:	/s/ Stephen Morana
	Name: Stephen Morana
	Title: Director

 [Signature Page – Side Letter]