CUSIP No. 29260V105 | 13G | Page 2 of 5 Pages | |||||
1 | NAMES OF REPORTING PERSONS | ||||||
John Cotterell | |||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||||
(a) ☐ | |||||||
(b) ☐ | |||||||
3 | SEC USE ONLY | ||||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||
United Kingdom | |||||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | |||||
3,821,868 | |||||||
6 | SHARED VOTING POWER | ||||||
0 | |||||||
7 | SOLE DISPOSITIVE POWER | ||||||
3,821,868 | |||||||
8 | SHARED DISPOSITIVE POWER | ||||||
0 | |||||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||
3,821,868 | |||||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ||||||
☐ | |||||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||||
16.3% | |||||||
12 | TYPE OF REPORTING PERSON | ||||||
IN | |||||||
CUSIP No. 29260V105 | 13G | Page 3 of 5 Pages | |
Item 1(a). | Name of Issuer: |
Item 1(b). | Address of Issuer's Principal Executive Offices: |
Item 2(a). | Name of Persons Filing: |
Item 2(b). | Address of Principal Business Office or, if None, Residence: |
Item 2(c). | Citizenship: |
Item 2(d). | Title of Class of Securities: |
Item 2(e). | CUSIP Number: 29260V105 |
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: |
CUSIP No. 29260V105 | 13G | Page 4 of 5 Pages | |||
Item 4. | Ownership. | ||||
(a) | As of December 31, 2019, Mr. Cotterell beneficially owned 3,821,868 Class A Shares, of which 256,753 were held as Class A Shares, and 3,565,115 were held, directly by Mr. Cotterell or in a trust for which he is trustee, as Class B ordinary shares (“Class B Shares”) that may be converted into Class A Shares within 60 days of December 31, 2019. Mr. Cotterell and the trust also hold an additional 5,934,885 Class B Shares that are not convertible into Class A Shares within 60 days of December 31, 2019, and accordingly are not included in the shares beneficially owned by Mr. Cotterell as of December 31, 2019. The Class B Shares will become convertible into Class A Shares not later than July 26, 2023. | ||||
(b) | Percent of Class: 16.3%, which is based on a total of 19,942,653 total Class A Shares outstanding as of December 31, 2019. Mr. Cotterell’s holdings represent 37.2% of the total voting power of the Issuer, with all outstanding Class A Shares, Class B Shares and Class C ordinary shares (“Class C Shares”) voting as a single class. Each Class A Share and each Class C Share is entitled to one vote per share and each Class B Share is entitled to ten votes per share. | ||||
(c) | Number of shares as to which such person has: | ||||
(i) | sole power to vote or to direct the vote: 3,821,868 | ||||
(ii) | shared power to vote or to direct the vote: 0 | ||||
(iii) | sole power to dispose or to direct the disposition: 3,821,868 | ||||
(iv) | shared power to dispose or to direct the disposition: 0 | ||||
Item 5. | Ownership of Five Percent or Less of a Class. |
Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Item 7. | Identification and Classification of the Subsidiary which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
Item 8. | Identification and Classification of Members of the Group. |
Item 9. | Notice of Dissolution of Group. |
Item 10. | Certification. |
CUSIP No. 29260V105 | 13G | Page 5 of 5 Pages |