SC 13G 1 d665706dsc13g.htm SC 13G SC 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

 

Leo Holdings Corp.

(Name of Issuer)

CLASS A ORDINARY SHARES, PAR VALUE $0.0001

(Title of Class of Securities)

G5463L105

(CUSIP Number)

December 31, 2018

(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)

☐ 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).

 

 

 

  1.   

Names of Reporting Persons

 

Leo Investors Limited Partnership

  2.  

Check The Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☐

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

Cayman Islands

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With

    5.    

Sole Voting Power

 

0

   6.   

Shared Voting Power

 

4,910,000

   7.   

Sole Dispositive Power

 

0

   8.   

Shared Dispositive Power

 

4,910,000

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

4,910,000

10.  

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

 

☐

11.  

Percent of Class Represented By Amount in Row (9)

 

19.64%

12.  

Type of Reporting Person (See Instructions)

 

PN

 

2

  1.   

Names of Reporting Persons

 

Leo Investors General Partner Limited

  2.  

Check The Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☐

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

Cayman Islands

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With

    5.    

Sole Voting Power

 

0

   6.   

Shared Voting Power

 

4,910,000

   7.   

Sole Dispositive Power

 

0

   8.   

Shared Dispositive Power

 

4,910,000

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

4,910,000

10.  

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

 

☐

11.  

Percent of Class Represented By Amount in Row (9)

 

19.64%

12.  

Type of Reporting Person (See Instructions)

 

CO

 

3

Item 1(a)   

Name of Issuer

 

Leo Holdings Corp. (the “Issuer”)

Item 1(b)   

Address of the Issuer’s Principal Executive Offices

 

21 Grosvenor Place

London, SW1X 7HF

United Kingdom

Item 2(a)   

Names of Persons Filing

 

Leo Investors Limited Partnership (“Sponsor”) and Leo Investors General Partner Limited (“General Partner” and, together with the Sponsor, the “Reporting Persons”)

Item 2(b)   

Address of the Principal Business Office, or if none, Residence

 

21 Grosvenor Place

London, SW1X 7HF

United Kingdom

Item 2(c)   

Citizenship

 

Cayman Islands

Item 2(d)   

Title of Class of Securities

 

Class A Ordinary Shares, $0.0001 par value per share.

Item 2(e)   

CUSIP Number

 

G5463L105

Item 3    If this statement is filed pursuant to Rules 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)(b) or the Exchange Act.
☐   (c)   Insurance company as defined in Section 3(a)(19) of the Exchange Act.
☐   (d)   Investment company registered under Section 8 of the Investment Company Act.
☐   (e)   An Investment adviser in accordance with Rule 13d-1 (b)(1)(ii)(e).
☐   (f)   An employee benefit plan or endowment fund in accordance with Rule 13d 1(b)(1)(ii)(f).
☐   (g)   A Parent Holding Company or control person in accordance with Rule 13d 1(b)(1)(ii)(g).
☐   (h)   A Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act.
☐   (i)   A Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
☐   (j)   A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii) (J).
☐   (k)   Group, in accordance with Rule 13d-1 (b)(1)(ii)(j).

 

   If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____

 

4

Item 4   

Ownership

 

The responses to Items 5-11 of the cover pages of this Schedule 13G are incorporated herein by reference.

 

As of December 31, 2018, the Reporting Persons may be deemed to beneficially own 4,910,000 shares of the Issuer’s Class B Ordinary Shares, representing 19.64% of the total Class A and Class B Ordinary Shares issued and outstanding. The Class B Ordinary Shares are automatically convertible into the Issuer’s Class A Ordinary Shares at the time of the Issuer’s initial business combination on a one-for-one basis, subject to adjustment, as more fully described under the heading “Description of Securities—Founder Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-222599).

 

The Sponsor is controlled by the General Partner, which is governed by a board of directors, consisting of three individuals, each of whom has one vote. A majority of the board of directors is required to make voting and dispositive decisions regarding the Issuer’s securities. As such, none of the members of the board of directors of the General Partner is deemed to be a beneficial owner of the Issuer’s Class B Ordinary Shares.

Item 5   

Ownership of Five Percent or Less of a Class

 

Not Applicable

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

 

Not Applicable

Item 9   

Notice of Dissolution of Group

 

Not Applicable

Item 10   

Certification

 

Not Applicable

 

5

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 7, 2019

 

LEO INVESTORS LIMITED PARTNERSHIP
By:   Leo Investors General Partner Limited
Its:   General Partner
By:  

/s/ Simon Brown

Name:   Simon Brown
Title:   Director
LEO INVESTORS GENERAL PARTNER LIMITED
By:  

/s/ Simon Brown

Name:   Simon Brown
Title:   Director