0000950157-21-000680.txt : 20210622 0000950157-21-000680.hdr.sgml : 20210622 20210622111435 ACCESSION NUMBER: 0000950157-21-000680 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210621 FILED AS OF DATE: 20210622 DATE AS OF CHANGE: 20210622 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Just Eat Takeaway.com N.V. CENTRAL INDEX KEY: 0001792627 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 000000000 STATE OF INCORPORATION: P7 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-40484 FILM NUMBER: 211033545 BUSINESS ADDRESS: STREET 1: OOSTERDOKSSTRAAT 80 CITY: AMSTERDAM STATE: P7 ZIP: 1011 DK BUSINESS PHONE: 31202107007 MAIL ADDRESS: STREET 1: OOSTERDOKSSTRAAT 80 CITY: AMSTERDAM STATE: P7 ZIP: 1011 DK FORMER COMPANY: FORMER CONFORMED NAME: Takeaway.com N.V./FI DATE OF NAME CHANGE: 20191029 6-K 1 form6-k.htm REPORT OF FOREIGN ISSUER



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



FORM 6-K




REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of June 2021

Commission File Number: 333-255540

Just Eat Takeaway.com N.V.
(Registrant’s name)

Oosterdoksstraat 80
1011 DK Amsterdam
The Netherlands
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):





This report includes materials as an exhibit that have been published and made available by Just Eat Takeaway.com N.V. as of June 22, 2021.


EXHIBIT INDEX

     
 
Exhibit
 
 
Description
     
Exhibit 1.
 
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.








SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Date: June 22, 2021 JUST EAT TAKEAWAY.COM N.V.  
       
       

By:
/s/ Brent Wissink  
    Name: Brent Wissink  
    Title: Chief Financial Officer  
       



EX-1 2 ex-1.htm NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS
Exhibit 1


Just Eat Takeaway.com N.V.

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them

1.
Details of the person discharging managerial responsibilities/person closely associated
a)
Name
 
For natural persons: the first name and the last name(s).
 
For legal persons: full name including legal form as provided for in the register where it is incorporated, if applicable.
David A. Fisher
2.
Reason for the notification
a)
Position/ status
For persons discharging managerial responsibilities: the position occupied within the issuer, emission allowances market participant/auction platform/auctioneer/auction monitor should be indicated, e.g. CEO, CFO.
 
For persons closely associated,
-An indication that the notification concerns a person
closely associated with a person discharging managerial
responsibilities;
- Name and position of the relevant person discharging
managerial responsibilities.
Supervisory director
b)
Initial notification/ correction
 
Indication that this is an initial notification or a correction to prior notifications. In case of correction, explain the error that this notification is correcting.
17 June 2021
3.
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
Full name of the entity
Just Eat Takeaway.com N.V.
b)
LEI
Legal Entity Identifier code in accordance with ISO 17442 LEI code.
724500FVZIBSSQ7SHI95





4.
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)
Description of the financial instrument, type of instrument
 
Indication as to the nature of the instrument:
- a share, a debt instrument, a derivative or a financial instrument linked to a share or a debt instrument;
- an emission allowance, an auction product based on an emission allowance or a derivative relating to an emission allowance.
1.
Just Eat Takeaway.com ADS (representing one-fifth of one ordinary share in Just Eat Takeaway.com N.V.)
2.
 
3.
 
4.
 
5.
 
6.
 
 
Instrument identification code (ISIN)

ISIN of the ordinary shares: NL0012015705
2
 
3.
 
4.
 
5.
 
6.
 
b)
Nature of the transaction
(i.e. buy, sell, subscription of exchange,…)
 
Description of the transaction type using, where applicable, the type of transaction identified in Article 10 of the Commission Delegated Regulation (EU) 2016/522(1) adopted under Article 19(14) of Regulation (EU) No 596/2014 or a specific example set out in Article 19(7) of Regulation (EU) No 596/2014.
1.
Exchange of Grubhub Inc securities into JET American Depositary Shares (“ADS”) in connection with the all-share combination between JET and Grubhub Inc.
2.
 
3.
 
4.
 
5.
 
6.
 






 
Transaction is linked to the exercise of a share option programme? Yes/ No
1.
No 
2.
 
3.
 
4.
 
5
 
6.
 
c)
Price(s) and volume(s)
         

Where more than one transaction of the same nature (i.e. buy, sell, subscription of exchange,…) on the same financial instrument or emission allowance are executed on the same day and on the same place of transaction, prices and volumes of these transactions shall be reported in this field, in a two columns form as presented above, inserting as many lines as needed.
 

Price (Prices)
Volume(s)
 
  1
     
         
     

     
      2
     
             
     

     
      3
     
             
     

     
      4
     
             
     

     
      5
     
             
     

     
      6
     
             
             
             





d)
Aggregated information:
- Aggregated volume
- Price
 
The volumes of multiple transactions are aggregated when these transactions:
-relate to the same financial instrument or emission allowance;
- are of the same nature;
-are executed on the same day; and
-are executed on the same place of transaction.
 
Price information:
-In case of a single transaction, the price of the single
transaction;
-In case the volumes of multiple transactions are aggregated:
the weighted average price of the aggregated transactions.
 
Volume
(aggregated)
Price
(weighted average price)
1.
31,530 options on ordinary shares
$0.00
2.
20,331 ADSs
$0.00 
3.
   
4.
   
5.
   
6.
   
 
e)
Date of the transaction
 
Date of the particular day of execution of the notified transaction. Using the ISO 8601 date format: YYYY-MM-DD
1.
15 June 2021
2.
 
3.
 
4.
 
5.
 
6.
 
f)
Trading venue/ platform (!) of the transaction
 
Name and code to identify the MiFID trading venue, the systematic internaliser or the organised trading platform outside of the Union where the transaction was executed as defined under Commission Delegated Regulation supplementing Regulation (EU) No 600/2014 of the European Parliament and of the Council with regard to regulatory technical standards for the reporting of transactions to competent authorities adopted under Article 26 of Regulation (EU) No 600/2014, or if the transaction was not executed on any of the above mentioned venues, please mention ‘outside a trading venue.
1.
Outside a trading venue.
2.
Nasdaq Global Select Market -
549300L8X1Q78ERXFD06
3.
 
4.
 
5.
 
6.
 
 




Just Eat Takeaway.com N.V.

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them

1.
Details of the person discharging managerial responsibilities/person closely associated
a)
Name
 
For natural persons: the first name and the last name(s).
 
For legal persons: full name including legal form as provided for in the register where it is incorporated, if applicable.
Lloyd D. Frink
2.
Reason for the notification
a)
Position/ status
For persons discharging managerial responsibilities: the position occupied within the issuer, emission allowances market participant/auction platform/auctioneer/auction monitor should be indicated, e.g. CEO, CFO.
 
For persons closely associated,
-An indication that the notification concerns a person
closely associated with a person discharging managerial
responsibilities;
- Name and position of the relevant person discharging
managerial responsibilities.
Supervisory director
b)
Initial notification/ correction
 
Indication that this is an initial notification or a correction to prior notifications. In case of correction, explain the error that this notification is correcting.
17 June 2021
3.
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
Full name of the entity
 
Just Eat Takeaway.com N.V.
b)
LEI
Legal Entity Identifier code in accordance with ISO 17442 LEI code.
724500FVZIBSSQ7SHI95





4.
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)
Description of the financial instrument, type of instrument
 
Indication as to the nature of the instrument:
- a share, a debt instrument, a derivative or a financial instrument linked to a share or a debt instrument;
- an emission allowance, an auction product based on an emission allowance or a derivative relating to an emission allowance.
1.
Just Eat Takeaway.com ADS (representing one-fifth of one ordinary share in Just Eat Takeaway.com N.V.)
2.
 
3.
 
4.
 
5.
 
6.
 
 
Instrument identification code (ISIN)

ISIN of the ordinary shares: NL0012015705
2.
 
3.
 
4.
 
5.
 
6.
 
b)
Nature of the transaction
(i.e. buy, sell, subscription of exchange,…)
 
Description of the transaction type using, where applicable, the type of transaction identified in Article 10 of the Commission Delegated Regulation (EU) 2016/522(1) adopted under Article 19(14) of Regulation (EU) No 596/2014 or a specific example set out in Article 19(7) of Regulation (EU) No 596/2014.
1.
Exchange of Grubhub Inc securities into JET American Depositary Shares (“ADS”) in connection with the all-share combination between JET and Grubhub Inc.
2.
 
3.
 
4.
 
5.
 
6.
 





 
Transaction is linked to the exercise of a share option programme? Yes/ No
1.
No    
2.
 
3.
 
4.
 
5.
 
6.
 
c)
Price(s) and volume(s)
         
   
Where more than one transaction of the same nature (i.e. buy, sell, subscription of exchange,…) on the same financial instrument or emission allowance are executed on the same day and on the same place of transaction, prices and volumes of these transactions shall be reported in this field, in a two columns form as presented above, inserting as many lines as needed.
   
Price (Prices)
Volume(s)
 
 
1
     
 


 
     
 
     
     
2
     
     
 
     
     
 
     
     
3
     
     
 
     
     
 
     
     
4
     
             
             
     
5
     
             
             
     
6
     
             
             
             





d)
Aggregated information:
- Aggregated volume
- Price
 
The volumes of multiple transactions are aggregated when these transactions:
-relate to the same financial instrument or emission allowance;
- are of the same nature;
-are executed on the same day; and
-are executed on the same place of transaction.
 
Price information:
-In case of a single transaction, the price of the single
transaction;
-In case the volumes of multiple transactions are aggregated:
the weighted average price of the aggregated transactions.
 
Volume
(aggregated)
Price
(weighted average price)
1.
37,168 options on ordinary shares
     $0.00
2.
278,666 ADSs
     $0.00
3.
3,688 ADSs   (indirectly held)
     $0.00
4.
   
5.
   
6.
   
 
e)
Date of the transaction
 
Date of the particular day of execution of the notified transaction. Using the ISO 8601 date format: YYYY-MM-DD
 
1.
15 June 2021
2.
 
3.
 
4.
 
5.
 
6.
 
f)
Trading venue/ platform (!) of the transaction
 
Name and code to identify the MiFID trading venue, the systematic internaliser or the organised trading platform outside of the Union where the transaction was executed as defined under Commission Delegated Regulation supplementing Regulation (EU) No 600/2014 of the European Parliament and of the Council with regard to regulatory technical standards for the reporting of transactions to competent authorities adopted under Article 26 of Regulation (EU) No 600/2014, or if the transaction was not executed on any of the above mentioned venues, please mention ‘outside a trading venue.
1.
Outside a trading venue.
2.
Nasdaq Global Select Market -
549300L8X1Q78ERXFD06
3.
Nasdaq Global Select Market -
549300L8X1Q78ERXFD06
4.
 
5.
 
6.
 
 


Just Eat Takeaway.com N.V.

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them

1.
Details of the person discharging managerial responsibilities/person closely associated
a)
Name
 
For natural persons: the first name and the last name(s).
 
For legal persons: full name including legal form as provided for in the register where it is incorporated, if applicable.
Matthew M. Maloney
2.
Reason for the notification
a)
Position/ status
For persons discharging managerial responsibilities: the position occupied within the issuer, emission allowances market participant/auction platform/auctioneer/auction monitor should be indicated, e.g. CEO, CFO.
 
For persons closely associated,
-An indication that the notification concerns a person
closely associated with a person discharging managerial
responsibilities;
- Name and position of the relevant person discharging
managerial responsibilities.
Managing director
b)
Initial notification/ correction
 
Indication that this is an initial notification or a correction to prior notifications. In case of correction, explain the error that this notification is correcting.
18 June 2021
3.
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
Full name of the entity
Just Eat Takeaway.com N.V.
b)
LEI
Legal Entity Identifier code in accordance with ISO 17442 LEI code.
724500FVZIBSSQ7SHI95





4.
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)
Description of the financial instrument, type of instrument
 
Indication as to the nature of the instrument:
- a share, a debt instrument, a derivative or a financial instrument linked to a share or a debt instrument;
- an emission allowance, an auction product based on an emission allowance or a derivative relating to an emission allowance.
1.
Just Eat Takeaway.com ADS (representing one-fifth of one ordinary share in Just Eat Takeaway.com N.V.)
2.
 
3.
 
4.
 
5.
 
6.
 
 
Instrument identification code (ISIN)

ISIN of the ordinary shares: NL0012015705
2.
 
3.
 
4.
 
5.
 
6.
 
b)
Nature of the transaction
(i.e. buy, sell, subscription of exchange,…)
 
Description of the transaction type using, where applicable, the type of transaction identified in Article 10 of the Commission Delegated Regulation (EU) 2016/522(1) adopted under Article 19(14) of Regulation (EU) No 596/2014 or a specific example set out in Article 19(7) of Regulation (EU) No 596/2014.
1.
Exchange of Grubhub Inc securities into JET American Depositary Shares (“ADS”) in connection with the all-share combination between JET and Grubhub Inc.
2.
 
3.
 
4.
 
5.
 
6.
 





 
Transaction is linked to the exercise of a share option programme? Yes/ No
1.
No
2.
 
3.
 
4.
 
5.
 
6.
 
c)
Price(s) and volume(s)
         

Where more than one transaction of the same nature (i.e. buy, sell, subscription of exchange,…) on the same financial instrument or emission allowance are executed on the same day and on the same place of transaction, prices and volumes of these transactions shall be reported in this field, in a two columns form as presented above, inserting as many lines as needed.
   
Price (Prices)
Volume(s)
 
 
1
     
         
             
     
2
     
             
             
     
3
     
             
             
     
4
     
             
             
     
5
     
             
             
     
6
     
             
             
             





d)
Aggregated information:
- Aggregated volume
- Price
 
The volumes of multiple transactions are aggregated when these transactions:
-relate to the same financial instrument or emission allowance;
- are of the same nature;
-are executed on the same day; and
-are executed on the same place of transaction.
 
Price information:
-In case of a single transaction, the price of the single
transaction;
-In case the volumes of multiple transactions are aggregated:
the weighted average price of the aggregated transactions.
 
Volume
(aggregated)
Price
(weighted average price)
1.
920,333 options on ordinary shares
     $0.00
2.
138,988 conditional options on ordinary shares
     $0.00
3.
116,603 unvested restricted stock units on ordinary shares
     $0.00
4.
74,460 ADSs
     $0.00
5.
   
6.
   
 
e)
Date of the transaction
 
Date of the particular day of execution of the notified transaction. Using the ISO 8601 date format: YYYY-MM-DD
 
1.
15 June 2021 
2.
 
3.
 
4.
 
5.
 
6.
 
f)
Trading venue/ platform (!) of the transaction
 
Name and code to identify the MiFID trading venue, the systematic internaliser or the organised trading platform outside of the Union where the transaction was executed as defined under Commission Delegated Regulation supplementing Regulation (EU) No 600/2014 of the European Parliament and of the Council with regard to regulatory technical standards for the reporting of transactions to competent authorities adopted under Article 26 of Regulation (EU) No 600/2014, or if the transaction was not executed on any of the above mentioned venues, please mention ‘outside a trading venue.
1.
Outside a trading venue.
2.
Outside a trading venue.
3.
Outside a trading venue.     
4.
Nasdaq Global Select Market -
549300L8X1Q78ERXFD06
5.
     
6.