[ ]
|
Rule 13d-1(b)
|
[X]
|
Rule 13d-1(c)
|
[ ]
|
Rule 13d-1(d)
|
CUSIP NO. G48833118
|
|
1.
|
Names of Reporting Persons
|
2.
|
Check the Appropriate Box If a Member of a Group (See Instructions)
|
a. [ ]
|
|
b. [X]
|
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
|
|
5.
|
Sole Voting Power
|
Number of
Shares
|
|
915,996
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
0
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
915,996
|
|
8.
|
Shared Dispositive Power
|
|
|
0
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
10.
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11.
|
Percent of Class Represented By Amount in Row (9)
|
12.
|
Type of Reporting Person (See Instructions)
|
(1)
|
Based on 69,999,954 Ordinary Shares of Weatherford International plc (the "Issuer") outstanding as of December 13, 2019, as reported in the Issuer's Form 8-K filed with the Securities and
Exchange Commission ("SEC") on December 18, 2018.
|
CUSIP NO. G48833118
|
|
1.
|
Names of Reporting Persons
|
2.
|
Check the Appropriate Box If a Member of a Group (See Instructions)
|
a. [ ]
|
|
b. [X]
|
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
|
|
5.
|
Sole Voting Power
|
Number of
Shares
|
|
915,996
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
0
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
915,996
|
|
8.
|
Shared Dispositive Power
|
|
|
0
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
10.
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11.
|
Percent of Class Represented By Amount in Row (9)
|
12.
|
Type of Reporting Person (See Instructions)
|
(1)
|
Based on 69,999,954 Ordinary Shares of the Issuer outstanding as of December 13, 2019, as reported in the Issuer's Form 8-K filed with the SEC on December 18, 2018.
|
CUSIP NO. G48833118
|
|
1.
|
Names of Reporting Persons
|
2.
|
Check the Appropriate Box If a Member of a Group (See Instructions)
|
a. [ ]
|
|
b. [X]
|
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
|
|
5.
|
Sole Voting Power
|
Number of
Shares
|
|
915,996
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
0
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
915,996
|
|
8.
|
Shared Dispositive Power
|
|
|
0
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
10.
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11.
|
Percent of Class Represented By Amount in Row (9)
|
12.
|
Type of Reporting Person (See Instructions)
|
(1)
|
Based on 69,999,954 Ordinary Shares of the Issuer outstanding as of December 13, 2019, as reported in the Issuer's Form 8-K filed with the SEC on December 18, 2018.
|
CUSIP NO. G48833118
|
|
1.
|
Names of Reporting Persons
|
2.
|
Check the Appropriate Box If a Member of a Group (See Instructions)
|
a. [ ]
|
|
b. [X]
|
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
|
|
5.
|
Sole Voting Power
|
Number of
Shares
|
|
903,859
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
0
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
903,859
|
|
8.
|
Shared Dispositive Power
|
|
|
0
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
10.
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11.
|
Percent of Class Represented By Amount in Row (9)
|
12.
|
Type of Reporting Person (See Instructions)
|
(1)
|
Based on 69,999,954 Ordinary Shares of the Issuer outstanding as of December 13, 2019, as reported in the Issuer's Form 8-K filed with the SEC on December 18, 2018.
|
CUSIP NO. G48833118
|
|
1.
|
Names of Reporting Persons
|
2.
|
Check the Appropriate Box If a Member of a Group (See Instructions)
|
a. [ ]
|
|
|
|
b. [X]
|
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
|
|
5.
|
Sole Voting Power
|
Number of
Shares
|
|
903,859
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
0
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
903,859
|
|
8.
|
Shared Dispositive Power
|
|
|
0
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
10.
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11.
|
Percent of Class Represented By Amount in Row (9)
|
12.
|
Type of Reporting Person (See Instructions)
|
(1)
|
Based on 69,999,954 Ordinary Shares of the Issuer outstanding as of December 13, 2019, as reported in the Issuer's Form 8-K filed with the SEC on December 18, 2018.
|
CUSIP NO. G48833118
|
|
1.
|
Names of Reporting Persons
|
2.
|
Check the Appropriate Box If a Member of a Group (See Instructions)
|
a. [ ]
|
|
b. [X]
|
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
|
|
5.
|
Sole Voting Power
|
Number of
Shares
|
|
903,859
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
0
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
903,859
|
|
8.
|
Shared Dispositive Power
|
|
|
0
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
10.
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11.
|
Percent of Class Represented By Amount in Row (9)
|
12.
|
Type of Reporting Person (See Instructions)
|
(1)
|
Based on 69,999,954 Ordinary Shares of the Issuer outstanding as of December 13, 2019, as reported in the Issuer's Form 8-K filed with the SEC on December 18, 2018.
|
CUSIP NO. G48833118
|
|
1.
|
Names of Reporting Persons
|
2.
|
Check the Appropriate Box If a Member of a Group (See Instructions)
|
a. [ ]
|
|
b. [X]
|
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
|
|
5.
|
Sole Voting Power
|
Number of
Shares
|
|
252,770
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
0
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
252,770
|
|
8.
|
Shared Dispositive Power
|
|
|
0
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
10.
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11.
|
Percent of Class Represented By Amount in Row (9)
|
12.
|
Type of Reporting Person (See Instructions)
|
(1)
|
Based on 69,999,954 Ordinary Shares of the Issuer outstanding as of December 13, 2019, as reported in the Issuer's Form 8-K filed with the SEC on December 18, 2018.
|
CUSIP NO. G48833118
|
|
1.
|
Names of Reporting Persons
|
2.
|
Check the Appropriate Box If a Member of a Group (See Instructions)
|
a. [ ]
|
|
a. [X]
|
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
|
|
5.
|
Sole Voting Power
|
Number of
Shares
|
|
1,902,124
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
0
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
1,902,124
|
|
8.
|
Shared Dispositive Power
|
|
|
0
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
10.
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11.
|
Percent of Class Represented By Amount in Row (9)
|
12.
|
Type of Reporting Person (See Instructions)
|
(1)
|
Based on 69,999,954 Ordinary Shares of the Issuer outstanding as of December 13, 2019, as reported in the Issuer's Form 8-K filed with the SEC on December 18, 2018.
|
CUSIP NO. G48833118
|
|
1.
|
Names of Reporting Persons
|
2.
|
Check the Appropriate Box If a Member of a Group (See Instructions)
|
a. [ ]
|
|
b. [X]
|
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
|
|
5.
|
Sole Voting Power
|
Number of
Shares
|
|
1,902,124
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
0
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
1,902,124
|
|
8.
|
Shared Dispositive Power
|
|
|
0
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
10.
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11.
|
Percent of Class Represented By Amount in Row (9)
|
12.
|
Type of Reporting Person (See Instructions)
|
(1)
|
Based on 69,999,954 Ordinary Shares of the Issuer outstanding as of December 13, 2019, as reported in the Issuer's Form 8-K filed with the SEC on December 18, 2018.
|
CUSIP NO. G48833118
|
|
1.
|
Names of Reporting Persons
|
2.
|
Check the Appropriate Box If a Member of a Group (See Instructions)
|
a. [ ]
|
|
b. [X]
|
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
|
|
5.
|
Sole Voting Power
|
Number of
Shares
|
|
659,800
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
0
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
659,800
|
|
8.
|
Shared Dispositive Power
|
|
|
0
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
10.
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11.
|
Percent of Class Represented By Amount in Row (9)
|
12.
|
Type of Reporting Person (See Instructions)
|
(1)
|
Based on 69,999,954 Ordinary Shares of the Issuer outstanding as of December 13, 2019, as reported in the Issuer's Form 8-K filed with the SEC on December 18, 2018.
|
CUSIP NO. G48833118
|
|
1.
|
Names of Reporting Persons
|
2.
|
Check the Appropriate Box If a Member of a Group (See Instructions)
|
a. [ ]
|
|
b. [X]
|
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
|
|
5.
|
Sole Voting Power
|
Number of
Shares
|
|
582,919
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
0
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
582,919
|
|
8.
|
Shared Dispositive Power
|
|
|
0
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
10.
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11.
|
Percent of Class Represented By Amount in Row (9)
|
12.
|
Type of Reporting Person (See Instructions)
|
(1)
|
Based on 69,999,954 Ordinary Shares of the Issuer outstanding as of December 13, 2019, as reported in the Issuer's Form 8-K filed with the SEC on December 18, 2018.
|
CUSIP NO. G48833118
|
|
1.
|
Names of Reporting Persons
|
2.
|
Check the Appropriate Box If a Member of a Group (See Instructions)
|
a. [ ]
|
|
b. [X]
|
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
|
|
5.
|
Sole Voting Power
|
Number of
Shares
|
|
582,919
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
0
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
582,919
|
|
8.
|
Shared Dispositive Power
|
|
|
0
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
10.
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11.
|
Percent of Class Represented By Amount in Row (9)
|
12.
|
Type of Reporting Person (See Instructions)
|
(1)
|
Based on 69,999,954 Ordinary Shares of the Issuer outstanding as of December 13, 2019, as reported in the Issuer's Form 8-K filed with the SEC on December 18, 2018.
|
CUSIP NO. G48833118
|
|
1.
|
Names of Reporting Persons
|
2.
|
Check the Appropriate Box If a Member of a Group (See Instructions)
|
a. [ ]
|
|
b. [X]
|
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
|
|
5.
|
Sole Voting Power
|
Number of
Shares
|
|
582,919
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
0
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
582,919
|
|
8.
|
Shared Dispositive Power
|
|
|
0
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
10.
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11.
|
Percent of Class Represented By Amount in Row (9)
|
12.
|
Type of Reporting Person (See Instructions)
|
(1)
|
Based on 69,999,954 Ordinary Shares of the Issuer outstanding as of December 13, 2019, as reported in the Issuer's Form 8-K filed with the SEC on December 18, 2018.
|
CUSIP NO. G48833118
|
|
1.
|
Names of Reporting Persons
|
2.
|
Check the Appropriate Box If a Member of a Group (See Instructions)
|
a. [ ]
|
|
b. [X]
|
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
|
|
5.
|
Sole Voting Power
|
Number of
Shares
|
|
874,431
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
0
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
874,431
|
|
8.
|
Shared Dispositive Power
|
|
|
0
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
10.
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11.
|
Percent of Class Represented By Amount in Row (9)
|
12.
|
Type of Reporting Person (See Instructions)
|
(1)
|
Based on 69,999,954 Ordinary Shares of the Issuer outstanding as of December 13, 2019, as reported in the Issuer's Form 8-K filed with the SEC on December 18, 2018.
|
CUSIP NO. G48833118
|
|
1.
|
Names of Reporting Persons
|
2.
|
Check the Appropriate Box If a Member of a Group (See Instructions)
|
a. [ ]
|
|
b. [X]
|
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
|
|
5.
|
Sole Voting Power
|
Number of
Shares
|
|
874,431
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
0
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
874,431
|
|
8.
|
Shared Dispositive Power
|
|
|
0
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
10.
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11.
|
Percent of Class Represented By Amount in Row (9)
|
12.
|
Type of Reporting Person (See Instructions)
|
(1)
|
Based on 69,999,954 Ordinary Shares of the Issuer outstanding as of December 13, 2019, as reported in the Issuer's Form 8-K filed with the SEC on December 18, 2018.
|
CUSIP NO. G48833118
|
|
1.
|
Names of Reporting Persons
|
2.
|
Check the Appropriate Box If a Member of a Group (See Instructions)
|
a. [ ]
|
|
b. [X]
|
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
|
|
5.
|
Sole Voting Power
|
Number of
Shares
|
|
874,431
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
0
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
874,431
|
|
8.
|
Shared Dispositive Power
|
|
|
0
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
10.
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11.
|
Percent of Class Represented By Amount in Row (9)
|
12.
|
Type of Reporting Person (See Instructions)
|
(1)
|
Based on 69,999,954 Ordinary Shares of the Issuer outstanding as of December 13, 2019, as reported in the Issuer's Form 8-K filed with the SEC on December 18, 2018.
|
CUSIP NO. G48833118
|
|
1.
|
Names of Reporting Persons
|
2.
|
Check the Appropriate Box If a Member of a Group (See Instructions)
|
a. [ ]
|
|
b. [X]
|
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
|
|
5.
|
Sole Voting Power
|
Number of
Shares
|
|
989,554
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
0
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
989,554
|
|
8.
|
Shared Dispositive Power
|
|
|
0
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
10.
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11.
|
Percent of Class Represented By Amount in Row (9)
|
12.
|
Type of Reporting Person (See Instructions)
|
(1)
|
Based on 69,999,954 Ordinary Shares of the Issuer outstanding as of December 13, 2019, as reported in the Issuer's Form 8-K filed with the SEC on December 18, 2018.
|
CUSIP NO. G48833118
|
|
1.
|
Names of Reporting Persons
|
2.
|
Check the Appropriate Box If a Member of a Group (See Instructions)
|
a. [ ]
|
|
b. [X]
|
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
|
|
5.
|
Sole Voting Power
|
Number of
Shares
|
|
5,179,329
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
0
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
5,179,329
|
|
8.
|
Shared Dispositive Power
|
|
|
0
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
10.
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11.
|
Percent of Class Represented By Amount in Row (9)
|
12.
|
Type of Reporting Person (See Instructions)
|
(1)
|
Based on 69,999,954 Ordinary Shares of the Issuer outstanding as of December 13, 2019, as reported in the Issuer's Form 8-K filed with the SEC on December 18, 2018.
|
CUSIP NO. G48833118
|
|
1.
|
Names of Reporting Persons
|
2.
|
Check the Appropriate Box If a Member of a Group (See Instructions)
|
a. [ ]
|
|
b. [X]
|
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
|
|
5.
|
Sole Voting Power
|
Number of
Shares
|
|
5,179,329
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
0
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
5,179,329
|
|
8.
|
Shared Dispositive Power
|
|
|
0
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
10.
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11.
|
Percent of Class Represented By Amount in Row (9)
|
12.
|
Type of Reporting Person (See Instructions)
|
(1)
|
Based on 69,999,954 Ordinary Shares of the Issuer outstanding as of December 13, 2019, as reported in the Issuer's Form 8-K filed with the SEC on December 18, 2018.
|
CUSIP NO. G48833118
|
|
1.
|
Names of Reporting Persons
|
2.
|
Check the Appropriate Box If a Member of a Group (See Instructions)
|
a. [ ]
|
|
b. [X]
|
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
|
|
5.
|
Sole Voting Power
|
Number of
Shares
|
|
0
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
5,179,329
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
0
|
|
8.
|
Shared Dispositive Power
|
|
|
5,179,329
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
10.
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11.
|
Percent of Class Represented By Amount in Row (9)
|
12.
|
Type of Reporting Person (See Instructions)
|
(1)
|
Based on 69,999,954 Ordinary Shares of the Issuer outstanding as of December 13, 2019, as reported in the Issuer's Form 8-K filed with the SEC on December 18, 2018.
|
CUSIP NO. G48833118
|
|
1.
|
Names of Reporting Persons
|
2.
|
Check the Appropriate Box If a Member of a Group (See Instructions)
|
a. [ ]
|
|
b. [X]
|
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
|
|
5.
|
Sole Voting Power
|
Number of
Shares
|
|
0
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
5,179,329
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
0
|
|
8.
|
Shared Dispositive Power
|
|
|
5,179,329
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
10.
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11.
|
Percent of Class Represented By Amount in Row (9)
|
12.
|
Type of Reporting Person (See Instructions)
|
(1)
|
Based on 69,999,954 Ordinary Shares of the Issuer outstanding as of December 13, 2019, as reported in the Issuer's Form 8-K filed with the SEC on December 18, 2018.
|
Item 1(a).
|
Name of Issuer:
|
|
|
|
Weatherford International plc (the "Issuer").
|
|
|
Item 1(b).
|
Address of the Issuer's Principal Executive Offices:
|
|
|
|
2000 St. James Place
|
|
Houston, Texas 77056
|
|
|
Item 2(a).
|
Name of Person Filing
|
|
|
|
This statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"):
|
Item 2(b).
|
Address of Principal Business Office or, if None, Residence:
|
|
|
|
The address of the principal business office of each of the Reporting Persons other than Mr. Carstairs is 901 Marquette Ave S., Suite 3300 Minneapolis, MN 55402.
The address of the principal business officer of Mr. Carstairs is 6 Battery Road #21-01, Singapore 049909.
|
Item 2(c).
|
Citizenship:
|
1)
|
Fund XII is a Delaware limited partnership;
|
2)
|
Fund XII GP is a Delaware limited partnership;
|
3)
|
Fund XII UGP is a Delaware limited partnership;
|
4)
|
Fund XIII is a Cayman Islands exempted limited partnership;
|
5)
|
Fund XIII GP is Cayman Islands exempted limited partnership;
|
6)
|
Fund XIII UGP is a Cayman Islands limited liability company;
|
7)
|
Fund VI-A is a Delaware limited partnership;
|
|
|
8)
|
VIP Offshore is a Cayman Islands exempted limited partnership;
|
|
|
9)
|
Master Skyway Fund is a Cayman Islands exempted limited partnership;
|
10)
|
Skyway Fund GP is a Delaware limited partnership;
|
11)
|
Skyway Fund UGP is a Delaware limited liability company;
|
12)
|
VCPM is a Cayman Islands exempted limited partnership;
|
13)
|
VCPM GP is a Delaware limited partnership;
|
14)
|
VCPM UGP is a Delaware limited liability company;
|
15)
|
VIP is a Delaware limited partnership;
|
16)
|
VIP GP is a Delaware limited partnership;
|
|
|
17)
|
VIP UGP is a Delaware limited liability company;
|
|
|
18)
|
Managing Member is a Delaware limited partnership;
|
19)
|
General Partner is a Delaware corporation;
|
20)
|
Mr. George G. Hicks is a citizen of the United States; and
|
21)
|
Mr. Carstairs is a citizen of Australia and the United Kingdom.
|
Item 2(d).
|
Title of Class of Securities:
|
|
Ordinary Shares, $0.001 par value per share (the "Ordinary Shares").
|
Item 2(e).
|
CUSIP Number:
|
|
|
|
G48833118
|
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:
|
|
This Item 3 is not applicable.
|
|
|
Item 4.
|
Ownership:
|
|
|
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 owners 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:
|
|
|
|
This Item 6 is not applicable.
|
|
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:
|
|
|
|
See Item 2(a)
|
|
|
Item 8.
|
Identification and Classification of Members of the Group:
|
|
|
|
This Item 8 is not applicable.
|
|
|
Item 9.
|
Notice of Dissolution of Group:
|
|
|
|
This Item 9 is not applicable.
|
|
|
Item 10.
|
Certification:
|
|
By signing below each of the Reporting Persons certifies that, to the best of such person's 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.
|
Date: February 20, 2020
|
THE VÄRDE FUND XII (MASTER), L.P.
|
|
|
|
By: The Värde Fund XII G.P., L.P.,
Its General Partner
By: The Värde Fund XII UGP, LLC,
its General Partner
By: Värde Partners, L.P.,
Its Managing Member
By: Värde Partners, Inc.,
Its General Partner
|
|
|
|
By: /s/ David A. Marple
|
|
Name: David A. Marple
|
|
Title: General Counsel
|
Date: February 20, 2020
|
THE VÄRDE FUND XII G.P., L.P.
|
|
By: The Värde Fund XII UGP, LLC,
its General Partner
By: Värde Partners, L.P.,
Its Managing Member
By: Värde Partners, Inc.,
Its General Partner
|
|
|
|
By: /s/ David A. Marple
|
|
Name: David A. Marple
|
|
Title: General Counsel
|
Date: February 20, 2020
|
THE VÄRDE FUND XII UGP, LLC
|
|
By: Värde Partners, L.P.,
Its Managing Member
By: Värde Partners, Inc.,
Its General Partner
|
|
|
|
By: /s/ David A. Marple
|
|
Name: David A. Marple
|
|
Title: General Counsel
|
Date: February 20, 2020
|
THE VÄRDE FUND XIII, L.P.
|
|
|
|
By: The Värde Fund XIII G.P., L.P.,
Its General Partner
By: The Värde Fund XIII UGP, LLC,
its General Partner
By: Värde Partners, L.P.,
Its Managing Member
By: Värde Partners, Inc.,
Its General Partner
|
|
|
|
By: /s/ David A. Marple
|
|
Name: David A. Marple
|
|
Title: General Counsel
|
Date: February 20, 2020
|
THE VÄRDE FUND XIII G.P., L.P.
|
|
By: The Värde Fund XIII UGP, LLC,
its General Partner
By: Värde Partners, L.P.,
Its Managing Member
By: Värde Partners, Inc.,
Its General Partner
|
|
|
|
By: /s/ David A. Marple
|
|
Name: David A. Marple
|
|
Title: General Counsel
|
Date: February 20, 2020
|
THE VÄRDE FUND XIII UGP, LLC
|
|
By: Värde Partners, L.P.,
Its Managing Member
By: Värde Partners, Inc.,
Its General Partner
|
|
|
|
By: /s/ David A. Marple
|
|
Name: David A. Marple
|
|
Title: General Counsel
|
Date: February 20, 2020
|
THE VÄRDE FUND VI-A, L.P.
|
|
|
|
By: Värde Investment Partners G.P., L.P.,
Its General Partner
By: Värde Investment Partners UGP, LLC,
its General Partner
By: Värde Partners, L.P.,
Its Managing Member
By: Värde Partners, Inc.,
Its General Partner
|
|
|
|
By: /s/ David A. Marple
|
|
Name: David A. Marple
|
|
Title: General Counsel
|
Date: February 20, 2020
|
VÄRDE INVESTMENT PARTNERS G.P., L.P.
|
|
By: Värde Investment Partners UGP, LLC,
its General Partner
By: Värde Partners, L.P.,
Its Managing Member
By: Värde Partners, Inc.,
Its General Partner
|
|
|
|
By: /s/ David A. Marple
|
|
Name: David A. Marple
|
|
Title: General Counsel
|
Date: February 20, 2020
|
VÄRDE INVESTMENT PARTNERS UGP, LLC
|
|
By: Värde Partners, L.P.,
Its Managing Member
By: Värde Partners, Inc.,
Its General Partner
|
|
|
|
By: /s/ David A. Marple
|
|
Name: David A. Marple
|
|
Title: General Counsel
|
Date: February 20, 2020
|
VÄRDE INVESTMENT PARTNERS (OFFSHORE) MASTER, L.P.
|
|
|
|
By: Värde Investment Partners G.P., L.P.,
Its General Partner
By: Värde Investment Partners UGP, LLC,
its General Partner
By: Värde Partners, L.P.,
Its Managing Member
By: Värde Partners, Inc.,
Its General Partner
|
|
|
|
By: /s/ David A. Marple
|
|
Name: David A. Marple
|
|
Title: General Counsel
|
Date: February 20, 2020
|
THE VÄRDE SKYWAY MASTER FUND, L.P.
|
|
|
|
By: The Värde Skyway Fund G.P., L.P.,
Its General Partner
By: The Värde Skyway Fund UGP, LLC,
its General Partner
By: Värde Partners, L.P.,
Its Managing Member
By: Värde Partners, Inc.,
Its General Partner
|
|
|
|
By: /s/ David A. Marple
|
|
Name: David A. Marple
|
|
Title: General Counsel
|
Date: February 20, 2020
|
THE VÄRDE SKYWAY FUND G.P., L.P.
|
|
By: The Värde Skyway Fund UGP, LLC,
its General Partner
By: Värde Partners, L.P.,
Its Managing Member
By: Värde Partners, Inc.,
Its General Partner
|
|
|
|
By: /s/ David A. Marple
|
|
Name: David A. Marple
|
|
Title: General Counsel
|
Date: February 20, 2020
|
THE VÄRDE SKYWAY FUND UGP, LLC
|
|
By: Värde Partners, L.P.,
Its Managing Member
By: Värde Partners, Inc.,
Its General Partner
|
|
|
|
By: /s/ David A. Marple
|
|
Name: David A. Marple
|
|
Title: General Counsel
|
Date: February 20, 2020
|
VÄRDE CREDIT PARTNERS MASTER, L.P.
|
|
|
|
By: Värde Credit Partners G.P., L.P.,
Its General Partner
By: Värde Credit Partners UGP, LLC,
its General Partner
By: Värde Partners, L.P.,
Its Managing Member
By: Värde Partners, Inc.,
Its General Partner
|
|
|
|
By: /s/ David A. Marple
|
|
Name: David A. Marple
|
|
Title: General Counsel
|
Date: February 20, 2020
|
VÄRDE CREDIT PARTNERS G.P., L.P.
|
|
By: Värde Credit Partners UGP, LLC,
its General Partner
By: Värde Partners, L.P.,
Its Managing Member
By: Värde Partners, Inc.,
Its General Partner
|
|
|
|
By: /s/ David A. Marple
|
|
Name: David A. Marple
|
|
Title: General Counsel
|
Date: February 20, 2020
|
VÄRDE CREDIT PARTNERS UGP, LLC
|
|
By: Värde Partners, L.P.,
Its Managing Member
By: Värde Partners, Inc.,
Its General Partner
|
|
|
|
By: /s/ David A. Marple
|
|
Name: David A. Marple
|
|
Title: General Counsel
|
Date: February 20, 2020
|
VÄRDE INVESTMENT PARTNERS, L.P.
|
|
|
|
By: Värde Investment Partners G.P., L.P.,
Its General Partner
By: Värde Investment Partners UGP, LLC,
its General Partner
By: Värde Partners, L.P.,
Its Managing Member
By: Värde Partners, Inc.,
Its General Partner
|
|
|
|
By: /s/ David A. Marple
|
|
Name: David A. Marple
|
|
Title: General Counsel
|
Date: February 20, 2020
|
VÄRDE PARTNERS, L.P.
|
|
By: Värde Partners, Inc.,
Its General Partner
|
|
|
|
By: /s/ David A. Marple
|
|
Name: David A. Marple
|
|
Title: General Counsel
|
Date: February 20, 2020
|
VÄRDE PARTNERS, INC.
|
|
|
|
By: /s/ David A. Marple
Name: David A. Marple
Title: General Counsel
|
Date: February 20, 2020
|
GEORGE G. HICKS
|
|
|
|
By: /s/ George G. Hicks
|
Date: February 20, 2020
|
ILFRYN C. CARSTAIRS
|
|
|
|
By: /s/ Ilfryn C. Carstairs
|
99.1
|
Joint Filing Agreement, dated as of February 20, 2020, by and among the Reporting Persons
|
|
|
Date: February 20, 2020
|
THE VÄRDE FUND XII (MASTER), L.P.
|
|
|
|
By: The Värde Fund XII G.P., L.P.,
Its General Partner
By: The Värde Fund XII UGP, LLC,
its General Partner
By: Värde Partners, L.P.,
Its Managing Member
By: Värde Partners, Inc.,
Its General Partner
|
|
|
|
By: /s/ David A. Marple
|
|
Name: David A. Marple
|
|
Title: General Counsel
|
Date: February 20, 2020
|
THE VÄRDE FUND XII G.P., L.P.
|
|
By: The Värde Fund XII UGP, LLC,
its General Partner
By: Värde Partners, L.P.,
Its Managing Member
By: Värde Partners, Inc.,
Its General Partner
|
|
|
|
By: /s/ David A. Marple
|
|
Name: David A. Marple
|
|
Title: General Counsel
|
Date: February 20, 2020
|
THE VÄRDE FUND XII UGP, LLC
|
|
By: Värde Partners, L.P.,
Its Managing Member
By: Värde Partners, Inc.,
Its General Partner
|
|
|
|
By: /s/ David A. Marple
|
|
Name: David A. Marple
|
|
Title: General Counsel
|
Date: February 20, 2020
|
THE VÄRDE FUND XIII, L.P.
|
|
|
|
By: The Värde Fund XIII G.P., L.P.,
Its General Partner
By: The Värde Fund XIII UGP, LLC,
its General Partner
By: Värde Partners, L.P.,
Its Managing Member
By: Värde Partners, Inc.,
Its General Partner
|
|
|
|
By: /s/ David A. Marple
|
|
Name: David A. Marple
|
|
Title: General Counsel
|
Date: February 20, 2020
|
THE VÄRDE FUND XIII G.P., L.P.
|
|
By: The Värde Fund XIII UGP, LLC,
its General Partner
By: Värde Partners, L.P.,
Its Managing Member
By: Värde Partners, Inc.,
Its General Partner
|
|
|
|
By: /s/ David A. Marple
|
|
Name: David A. Marple
|
|
Title: General Counsel
|
Date: February 20, 2020
|
THE VÄRDE FUND XIII UGP, LLC
|
|
By: Värde Partners, L.P.,
Its Managing Member
By: Värde Partners, Inc.,
Its General Partner
|
|
|
|
By: /s/ David A. Marple
|
|
Name: David A. Marple
|
|
Title: General Counsel
|
Date: February 20, 2020
|
THE VÄRDE FUND VI-A, L.P.
|
|
|
|
By: Värde Investment Partners G.P., L.P.,
Its General Partner
By: Värde Investment Partners UGP, LLC,
its General Partner
By: Värde Partners, L.P.,
Its Managing Member
By: Värde Partners, Inc.,
Its General Partner
|
|
|
|
By: /s/ David A. Marple
|
|
Name: David A. Marple
|
|
Title: General Counsel
|
Date: February 20, 2020
|
VÄRDE INVESTMENT PARTNERS G.P., L.P.
|
|
By: Värde Investment Partners UGP, LLC,
its General Partner
By: Värde Partners, L.P.,
Its Managing Member
By: Värde Partners, Inc.,
Its General Partner
|
|
|
|
By: /s/ David A. Marple
|
|
Name: David A. Marple
|
|
Title: General Counsel
|
Date: February 20, 2020
|
VÄRDE INVESTMENT PARTNERS UGP, LLC
|
|
By: Värde Partners, L.P.,
Its Managing Member
By: Värde Partners, Inc.,
Its General Partner
|
|
|
|
By: /s/ David A. Marple
|
|
Name: David A. Marple
|
|
Title: General Counsel
|
Date: February 20, 2020
|
VÄRDE INVESTMENT PARTNERS (OFFSHORE) MASTER, L.P.
|
|
|
|
By: Värde Investment Partners G.P., L.P.,
Its General Partner
By: Värde Investment Partners UGP, LLC,
its General Partner
By: Värde Partners, L.P.,
Its Managing Member
By: Värde Partners, Inc.,
Its General Partner
|
|
|
|
By: /s/ David A. Marple
|
|
Name: David A. Marple
|
|
Title: General Counsel
|
Date: February 20, 2020
|
THE VÄRDE SKYWAY MASTER FUND, L.P.
|
|
|
|
By: The Värde Skyway Fund G.P., L.P.,
Its General Partner
By: The Värde Skyway Fund UGP, LLC,
its General Partner
By: Värde Partners, L.P.,
Its Managing Member
By: Värde Partners, Inc.,
Its General Partner
|
|
|
|
By: /s/ David A. Marple
|
|
Name: David A. Marple
|
|
Title: General Counsel
|
Date: February 20, 2020
|
THE VÄRDE SKYWAY FUND G.P., L.P.
|
|
By: The Värde Skyway Fund UGP, LLC,
its General Partner
By: Värde Partners, L.P.,
Its Managing Member
By: Värde Partners, Inc.,
Its General Partner
|
|
|
|
By: /s/ David A. Marple
|
|
Name: David A. Marple
|
|
Title: General Counsel
|
Date: February 20, 2020
|
THE VÄRDE SKYWAY FUND UGP, LLC
|
|
By: Värde Partners, L.P.,
Its Managing Member
By: Värde Partners, Inc.,
Its General Partner
|
|
|
|
By: /s/ David A. Marple
|
|
Name: David A. Marple
|
|
Title: General Counsel
|
Date: February 20, 2020
|
VÄRDE CREDIT PARTNERS MASTER, L.P.
|
|
|
|
By: Värde Credit Partners G.P., L.P.,
Its General Partner
By: Värde Credit Partners UGP, LLC,
its General Partner
By: Värde Partners, L.P.,
Its Managing Member
By: Värde Partners, Inc.,
Its General Partner
|
|
|
|
By: /s/ David A. Marple
|
|
Name: David A. Marple
|
|
Title: General Counsel
|
Date: February 20, 2020
|
VÄRDE CREDIT PARTNERS G.P., L.P.
|
|
By: Värde Credit Partners UGP, LLC,
its General Partner
By: Värde Partners, L.P.,
Its Managing Member
By: Värde Partners, Inc.,
Its General Partner
|
|
|
|
By: /s/ David A. Marple
|
|
Name: David A. Marple
|
|
Title: General Counsel
|
Date: February 20, 2020
|
VÄRDE CREDIT PARTNERS UGP, LLC
|
|
By: Värde Partners, L.P.,
Its Managing Member
By: Värde Partners, Inc.,
Its General Partner
|
|
|
|
By: /s/ David A. Marple
|
|
Name: David A. Marple
|
|
Title: General Counsel
|
Date: February 20, 2020
|
VÄRDE INVESTMENT PARTNERS, L.P.
|
|
|
|
By: Värde Investment Partners G.P., L.P.,
Its General Partner
By: Värde Investment Partners UGP, LLC,
its General Partner
By: Värde Partners, L.P.,
Its Managing Member
By: Värde Partners, Inc.,
Its General Partner
|
|
|
|
By: /s/ David A. Marple
|
|
Name: David A. Marple
|
|
Title: General Counsel
|
Date: February 20, 2020
|
VÄRDE PARTNERS, L.P.
|
|
By: Värde Partners, Inc.,
Its General Partner
|
|
|
|
By: /s/ David A. Marple
|
|
Name: David A. Marple
|
|
Title: General Counsel
|
Date: February 20, 2020
|
VÄRDE PARTNERS, INC.
|
|
|
|
By: /s/ David A. Marple
Name: David A. Marple
Title: General Counsel
|
Date: February 20, 2020
|
GEORGE G. HICKS
|
|
|
|
By: /s/ George G. Hicks
|
Date: February 20, 2020
|
ILFRYN C. CARSTAIRS
|
|
|
|
By: /s/ Ilfryn C. Carstairs
|