jtwky-sc13ga.htm


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

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1 )*

JUST EAT TAKEAWAY.COM N.V.

(Name of Issuer)

Ordinary shares, nominal value €0.04

(Title of Class of Securities)

48214T305**

(CUSIP Number)

December 31, 2022

(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 the disclosures provided in a prior cover page.

The information required in 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).

** This CUSIP applies to the Issuer’s American Depositary Shares, each representing one-fifth of one Ordinary Share.

CUSIP No. 48214T305
1	NAMES OF REPORTING PERSONS
	Jitse Groen
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐ (b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Netherlands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER
			15,327,668.00 Ordinary Shares (1)(2)
		6	SHARED VOTING POWER
			0
		7	SOLE DISPOSITIVE POWER
			15,327,668.00 Ordinary Shares (1)(2)
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	15,327,668.00Ordinary Shares (1)(2)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	7.11% (3)
12	TYPE OF REPORTING PERSON
	IN

__________________________

(1) Shares are held indirectly through Gribhold B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid), with respect to which Mr. Groen is the holder of all shares.

(2) Includes 15,327,668.00 Ordinary Shares and does not include (i) 23,995.00 options to purchase Ordinary Shares, (ii) 36,345.00 conditional options and (iii) 1,563.00 deferred stock units, which options and deferred stock units are not excerciseable or do not vest within 60 days of the filing date hereof.

(3) Percentage ownership based on 215,966,059.00 shares of the Issuer outstanding as of September 30, 2022, as reported in the Issuer’s press release on Form 6-K filed with the Securities and Exchange Commission on October 3, 2022.

CUSIP No. 48214T305
1	NAMES OF REPORTING PERSONS
	Gribhold B.V. (1)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐ (b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Netherlands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER
			15,327,668.00 Ordinary Shares (2)
		6	SHARED VOTING POWER
			0
		7	SOLE DISPOSITIVE POWER
			15,327,668.00 Ordinary Shares (2)
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	15,327,668.00Ordinary Shares (2)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	7.11% (3)
12	TYPE OF REPORTING PERSON
	OO

__________________________

(1) Gribhold B.V. is a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid), with respect to which Jitse Groen is the holder of all shares.

(2) Includes 15,327,668.00 Ordinary Shares.


Item 1.
	(a)	Name of Issuer Just Eat Takeaway.com N.V.
	(b)	Address of Issuer’s Principal Executive Offices Piet Heinkade 61, 1019 GM Amsterdam, The Netherlands

Item 2.
	(a)	Name of Person Filing This Statement on Schedule 13G has been filed on behalf of the following persons (each, a “Reporting Person” and, collectively, the “Reporting Persons”): 1. Jitse Groen 2. Gribhold B.V.
	(b)	Address of Principal Business Office or, if none, Residence The address of Jitse Groen is Piet Heinkade 61, 1019 GM Amsterdam, The Netherlands The address of Gribhold B.V. is Piet Heinkade 61, 1019 GM Amsterdam, The Netherlands
	(c)	Citizenship See Row 4 of cover page for each Reporting Person.
	(d)	Title of Class of Securities Ordinary shares, nominal value €0.04 (“Ordinary Shares”)
	(e)	CUSIP Number 48214T305

Item 3.	If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
	(a)	□	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
	(b)	□	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
	(c)	□	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
	(d)	□	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
	(e)	□	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	□	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	□	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
	(h)	□	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	□	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)	□	A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J);
	(k)	□	Group, in accordance with § 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: 15,327,668.00
	(b)	Percent of class: 7.11%
	(c)	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote See Row 5 of cover page for each Reporting Person.
		(ii)	Shared power to vote or to direct the vote See Row 6 of cover page for each Reporting Person.
		(iii)	Sole power to dispose or to direct the disposition of See Row 7 of cover page for each Reporting Person.
		(iv)	Shared power to dispose or to direct the disposition of See Row 8 of cover page for each Reporting Person.

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 person has 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
The Reporting Persons are filing this Schedule 13G jointly, but not as members of a group, and each expressly disclaims membership in a group.

Item 9.	Notice of Dissolution of Group
Not applicable.
Item 10. Certification
Not Applicable.

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.

Dated: February 13, 2023

JITSE GROEN

By: _/s/ Jitse Groen___________

Name: Jitse Groen

GRIBHOLD B.V.

By: __/s/ Jitse Groen__________

Name: Jitse Groen

Title: Authorized Signatory