0001013594-17-000439.txt : 20170626 0001013594-17-000439.hdr.sgml : 20170626 20170626172317 ACCESSION NUMBER: 0001013594-17-000439 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170626 DATE AS OF CHANGE: 20170626 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: trivago N.V. CENTRAL INDEX KEY: 0001683825 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 000000000 STATE OF INCORPORATION: P7 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-89729 FILM NUMBER: 17930650 BUSINESS ADDRESS: STREET 1: BENNIGSEN-PLATZ 1 CITY: DUSSELDORF STATE: 2M ZIP: 40474 BUSINESS PHONE: 4921154065110 MAIL ADDRESS: STREET 1: BENNIGSEN-PLATZ 1 CITY: DUSSELDORF STATE: 2M ZIP: 40474 FORMER COMPANY: FORMER CONFORMED NAME: travel B.V. DATE OF NAME CHANGE: 20161114 FORMER COMPANY: FORMER CONFORMED NAME: Travel B.V. DATE OF NAME CHANGE: 20161014 FORMER COMPANY: FORMER CONFORMED NAME: Turbo Travel Holding B.V. DATE OF NAME CHANGE: 20160902 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STEADFAST CAPITAL MANAGEMENT LP CENTRAL INDEX KEY: 0001214822 IRS NUMBER: 030481537 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 450 PARK AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2124154600 MAIL ADDRESS: STREET 1: 450 PARK AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: STEADFAST CAPITAL MANAGEMENT LLC DATE OF NAME CHANGE: 20030117 SC 13G 1 trivago13g-062617.htm JUNE 26, 2017

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13G
(RULE 13d - 102)

Information to be included in statements filed pursuant
to Rules 13d-1(b), (c) and (d) and amendments thereto filed
 pursuant to 13d-2

(Amendment No. _____)*
trivago N.V.
(Name of Issuer)

American Depositary Shares representing
Class A shares, nominal value €0.06 per share
(Title of Class of Securities)

89686D105
(CUSIP Number)

June 14, 2017
(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:

[ ]        Rule 13d-1(b)
[x]        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).


(Continued on the Following Pages)


1.
NAMES OF REPORTING PERSONS
   
 
Robert S. Pitts, Jr.
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
United States
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
1,609,441
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
1,609,441
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
1,609,441
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
 EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
5.4%
   
12.
TYPE OF REPORTING PERSON
   
 
IN


1.
NAMES OF REPORTING PERSONS
   
 
Steadfast Capital Management LP
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
1,542,974
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
1,542,974
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
1,542,974
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
 EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
5.1%
   
12.
TYPE OF REPORTING PERSON
   
 
PN


1.
NAMES OF REPORTING PERSONS
   
 
Steadfast Advisors LP
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
66,467
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
66,467
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
66,467
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
 EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
Less than 1%
   
12.
TYPE OF REPORTING PERSON
   
 
PN


1.
NAMES OF REPORTING PERSONS
   
 
Steadfast Capital, L.P.
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
66,467
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
66,467
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
66,467
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
 EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
Less than 1%
   
12.
TYPE OF REPORTING PERSON
   
 
PN


1.
NAMES OF REPORTING PERSONS
   
 
American Steadfast, L.P.
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
557,489
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
557,489
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
557,489
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
 EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
1.9%
   
12.
TYPE OF REPORTING PERSON
   
 
PN


1.
NAMES OF REPORTING PERSONS
   
 
Steadfast International Master Fund Ltd.
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Cayman Islands
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
985,485
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
985,485
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
985,485
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
 EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
3.3%
   
12.
TYPE OF REPORTING PERSON
   
 
CO





ITEM 1(a).      NAME OF ISSUER:

trivago N.V. (the "Issuer")

ITEM 1(b).      ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

 Bennigsen-Platz 1
40474 Düsseldorf, Germany

ITEM 2(a).      NAME OF PERSON FILING:

 The names of the persons filing this statement on Schedule 13G (collectively, the "Reporting Persons") are:

-
Robert S. Pitts, Jr., a United States Citizen ("Mr. Pitts").

-
Steadfast Capital Management LP, a Delaware limited partnership (the "Investment Manager").

-
Steadfast Advisors LP, a Delaware limited partnership (the "Managing General Partner").

-
Steadfast Capital, L.P., a Delaware limited partnership ("Steadfast Capital").

-
American Steadfast, L.P., a Delaware limited partnership ("American Steadfast").

-
Steadfast International Master Fund Ltd., a Cayman Islands exempted company (the "Offshore Fund").

Mr. Pitts is the controlling Principal of the Investment Manager and the Managing General Partner. The Managing General Partner has the power to vote and dispose of the securities held by Steadfast Capital.  The Investment Manager has the power to vote and dispose of the securities held by American Steadfast and the Offshore Fund.

ITEM 2(b).      ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

 The business address of each of Mr. Pitts, the Investment Manager, the Managing General Partner, Steadfast Capital and American Steadfast is 450 Park Avenue, 20th Floor, New York, New York 10022.

The business address of the Offshore Fund is c/o Appleby Trust (Cayman) Ltd., Clifton House, 75 Fort Street, P.O. Box 1350, George Town, Grand Cayman KY1-1108.

ITEM 2(c).      CITIZENSHIP:

 Mr. Pitts is a citizen of the United States.

Each of the Investment Manager, the Managing General Partner, Steadfast Capital and American Steadfast is a limited partnership formed under the laws of the state of Delaware.

The Offshore Fund is an exempted company formed under the laws of the Cayman Islands.

 

ITEM 2(d).      TITLE OF CLASS OF SECURITIES:

       American Depositary Shares (the "Depositary Shares") representing Class A shares, nominal value €0.06 per share (the "Ordinary Shares").

ITEM 2(e).      CUSIP NUMBER:

89686D105

ITEM 3.         IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR
                       13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
 
(a)
[ ]
Broker or dealer registered under Section 15 of the Exchange Act.
       
 
(b)
[ ]
Bank as defined in Section 3(a)(6) of the Exchange Act.
       
 
(c)
[ ]
Insurance company defined in Section 3(a)(19) of the Exchange Act.
       
 
(d)
[ ]
Investment company registered under Section 8 of the Investment Company Act.
       
 
(e)
[ ]
Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
       
 
(f)
[ ]
Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
       
 
(g)
[ ]
Parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
       
 
(h)
[ ]
Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
       
 
(i)
[ ]
Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
       
 
(j)
[ ]
Non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J).
       
 
(k)
[ ]
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). 
   
    If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: __________
 
ITEM 4.         OWNERSHIP.

        Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 (a)           Amount beneficially owned:

(i)
Mr. Pitts beneficially owns 1,609,441 Ordinary Shares through ownership of Depositary Shares.
 
(ii)
The Investment Manager beneficially owns 1,542,974 Ordinary Shares through ownership of Depositary Shares.
 
(iii)
The Managing General Partner beneficially owns 66,467 Ordinary Shares through ownership of Depositary Shares.
 
(iv)
Steadfast Capital owns 66,467 Ordinary Shares through ownership of Depositary Shares.
 
(v)
American Steadfast owns 557,489 Ordinary Shares through ownership of Depositary Shares.
 
(vi)
The Offshore Fund owns 985,485 Ordinary Shares through ownership of Depositary Shares.
 
(vii)
Collectively, the Reporting Persons beneficially own 1,609,441 Ordinary Shares through ownership of Depositary Shares.
 
 
(b)
Percent of Class:

(i)          Mr. Pitts' beneficial ownership of 1,609,441 Ordinary Shares represents 5.4% of the outstanding Ordinary Shares.

(ii)
The Investment Manager's beneficial ownership of 1,542,974 Ordinary Shares represents 5.1% of the outstanding Ordinary Shares.

(iii)
The Managing General Partner's beneficial ownership of 66,467 Ordinary Shares represents less than 1% of the outstanding Ordinary Shares.

(iv)
Steadfast Capital's beneficial ownership of 66,467 Ordinary Shares represents less than 1% of the outstanding Ordinary Shares.

(v)
American Steadfast's beneficial ownership of 557,489 Ordinary Shares represents 1.9% of the outstanding Ordinary Shares.

(vi)
The Offshore Fund's beneficial ownership of 985,485 Ordinary Shares represents 3.3% of the outstanding Ordinary Shares.

(vii)
Collectively, the Reporting Persons' beneficial ownership of 1,609,441 Ordinary Shares represents 5.4% of the outstanding Ordinary Shares.
 
        
         (c)          Number of shares as to which such person has:

(i)
Sole power to vote or to direct the vote of Ordinary Shares:

Not applicable.

(ii)
Shared power to vote or to direct the vote of Ordinary Shares:

Steadfast Capital has shared power with the Managing General Partner and Mr. Pitts to vote or direct the vote of the 66,467 Ordinary Shares beneficially owned by Steadfast Capital.

American Steadfast has shared power with the Investment Manager and Mr. Pitts to vote or direct the vote of the 557,489 Ordinary Shares beneficially owned by American Steadfast.

The Offshore Fund has shared power with the Investment Manager and Mr. Pitts to vote or direct the vote of the 985,485 Ordinary Shares beneficially owned by the Offshore Fund.

(iii)
Sole power to dispose or to direct the disposition of Ordinary Shares:

Not applicable.

(iv)
Shared power to dispose or to direct the disposition of Ordinary Shares:

Steadfast Capital has shared power with the Managing General Partner and Mr. Pitts to dispose or direct the disposition of the 66,467 Ordinary Shares beneficially owned by Steadfast Capital.

American Steadfast has shared power with the Investment Manager and Mr. Pitts to dispose or direct the disposition of the 557,489 Ordinary Shares beneficially owned by American Steadfast.

The Offshore Fund has shared power with the Investment Manager and Mr. Pitts to dispose or direct the disposition of the 985,485 Ordinary Shares beneficially owned by the Offshore Fund.

 
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 Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].
ITEM 6.         OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
                       PERSON.

         Not applicable.

ITEM 7.         IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
                         ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
                       COMPANY OR CONTROL PERSON.

        Not applicable.

ITEM 8.         IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

        See Exhibit B.

ITEM 9.         NOTICE OF DISSOLUTION OF GROUP.

         Not applicable.
ITEM 10.        CERTIFICATION.


 By signing below the undersigned certifies that, to the best of its or his knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
 
     After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete, and correct.


 Dated:  June 26, 2017

STEADFAST CAPITAL MANAGEMENT LP
       
By:
/s/ Robert S. Pitts, Jr.
  
 
Robert S. Pitts, Jr.
  
 
President
  
     
     
STEADFAST ADVISORS LP
     
By:
/s/ Robert S. Pitts, Jr.
  
 
Robert S. Pitts, Jr.
  
 
President
  
     
     
STEADFAST CAPITAL, L.P.
By:  STEADFAST ADVISORS LP, as Managing General Partner
     
By:
/s/ Robert S. Pitts, Jr.
  
 
Robert S. Pitts, Jr.
  
 
President
  
     
     
AMERICAN STEADFAST, L.P.
By:  STEADFAST CAPITAL MANAGEMENT LP, Attorney-in-Fact
     
By:
/s/ Robert S. Pitts, Jr.
  
 
Robert S. Pitts, Jr.
  
 
President
  
     
     
STEADFAST INTERNATIONAL MASTER FUND LTD.
     
By:
/s/ Robert S. Pitts, Jr.
  
 
Robert S. Pitts, Jr.
  
 
Director
  
     
     
/s/ Robert S. Pitts, Jr.
  
Robert S. Pitts, Jr.
  
 

 
EXHIBIT A
JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13G with respect to the Depositary Shares of trivago N.A. dated as of June 26, 2017 is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
Dated:  June 26, 2017

STEADFAST CAPITAL MANAGEMENT LP
       
By:
/s/ Robert S. Pitts, Jr.
  
 
Robert S. Pitts, Jr.
  
 
President
  
     
     
STEADFAST ADVISORS LP
     
By:
/s/ Robert S. Pitts, Jr.
  
 
Robert S. Pitts, Jr.
  
 
President
  
     
     
STEADFAST CAPITAL, L.P.
By:  STEADFAST ADVISORS LP, as Managing General Partner
     
By:
/s/ Robert S. Pitts, Jr.
  
 
Robert S. Pitts, Jr.
  
 
President
  
     
     
AMERICAN STEADFAST, L.P.
By:  STEADFAST CAPITAL MANAGEMENT LP, Attorney-in-Fact
     
By:
/s/ Robert S. Pitts, Jr.
  
 
Robert S. Pitts, Jr.
  
 
President
  
     
     
STEADFAST INTERNATIONAL MASTER FUND LTD.
     
By:
/s/ Robert S. Pitts, Jr.
  
 
Robert S. Pitts, Jr.
  
 
Director
  
     
     
/s/ Robert S. Pitts, Jr.
  
Robert S. Pitts, Jr.
  


 
 
EXHIBIT B


Robert S. Pitts, Jr.

Steadfast Capital Management LP

Steadfast Advisors LP

Steadfast Capital, L.P.

American Steadfast, L.P.

Steadfast International Master Fund Ltd.