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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/13/19 JS Capital Management LLC SC 13D/A 1:63K Ranpak Holdings Corp. Quality EDGAR So… LLC/FA Jonathan Soros |
Document/Exhibit Description Pages Size 1: SC 13D/A Amendment to Form SC 13D HTML 30K
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
| Ranpak Holdings Corp. |
| (Name of Issuer) |
Class A Common Stock, par value $0.0001 per share |
| (Title of Class of Securities) |
| 75321W103 |
| (CUSIP Number) |
Richard D. Holahan, Jr. JS Capital Management LLC 888 Seventh Avenue, 40th Floor (212) 655-7188 |
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| December 13, 2019 |
| (Date of event which requires filing of this statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
* 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 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).
C:
| CUSIP No. 75321W103 | Schedule 13D/A | Page 2 of 6 |
| 1 | NAMES OF REPORTING PERSONS
JS Capital Management LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE
OF FUNDS AF | ||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | ||
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE
VOTING POWER 32,718,529* | |
| 8 | SHARED
VOTING POWER 0 | ||
| 9 | SOLE
DISPOSITIVE POWER 32,718,529* | ||
| 10 | SHARED
DISPOSITIVE POWER 0 | ||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,718,529* |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 48.3% |
14
|
TYPE
OF REPORTING PERSON OO (limited liability company) |
* Includes 3,514,894 shares of Class A common issuable upon the exercise of warrants and 2,636,170 shares of Class A common that are subject to forfeiture under an earnout agreement.
C:
| CUSIP No. 75321W103 | Schedule 13D/A | Page 3 of 6 |
| 1 | NAMES OF REPORTING PERSONS
Jonathan Soros | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE
OF FUNDS AF | ||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | ||
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION United States | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE
VOTING POWER 32,718,529* | |
| 8 | SHARED
VOTING POWER 0 | ||
| 9 | SOLE
DISPOSITIVE POWER 32,718,529* | ||
| 10 | SHARED
DISPOSITIVE POWER 0 | ||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,718,529* |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
14
|
TYPE
OF REPORTING PERSON IN |
* Includes 3,514,894 shares of Class A common issuable upon the exercise of warrants and 2,636,170 shares of Class A common that are subject to forfeiture under an earnout agreement.
C:
| CUSIP No. 75321W103 | Schedule 13D/A | Page 4 of 6 |
Explanatory Note: Pursuant to Rule 13d-2 under the Securities Exchange Act of 1934, as amended, this Amendment No. 1 (the “Amendment”) amends and supplements certain items of the Schedule 13D (the “Original Schedule 13D”) filed with the Securities and Exchange Commission (the “SEC”) on June 13, 2019 by JS Capital Management LLC (“JSCM”) and Jonathan Soros. Items 4 and 5 of the Original Schedule 13D hereby are amended to the extent hereinafter expressly set forth. Except as amended hereby, the original disclosure set forth in the Original Schedule 13D shall remain unchanged. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Original Schedule 13D.
This Amendment is filed pursuant to the Joint Filing Agreement as executed by the Reporting Persons listed on the cover pages to this Amendment. The Joint Filing Agreement, filed as Exhibit 1 to the Original Schedule 13D, is incorporated herein by reference.
Item 4. Purpose of Transaction.
Item 4 of the Original Schedule 13D is amended by adding the following paragraph:
Registered Public Offering
On December 13, 2019, upon the closing of the Issuer’s underwritten public offering (the “Public Offering”) of shares of its Class A Stock conducted pursuant to its Registration Statement on Form S-3, JSCM purchased 4,615,384 shares of the Class A Stock from the underwriter at the public offering price of $6.50 per share, for an aggregate purchase price of $30 million.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Original Schedule 13D is amended and restated in its entirety, as follows:
The information set forth in Items 4 and 6 hereof is incorporated in this Item 5 by reference, as applicable.
(a) The aggregate number and percentage of shares of Class A Stock to which this Schedule 13D relates is 32,718,529 shares of Class A Stock, constituting approximately 48.3% of the Issuer’s outstanding shares of Class A Stock following the Public Offering and the underwriter’s exercise in full of its overallotment option, plus the number of shares deemed to be outstanding under the warrants reported hereunder. The aggregate number and percentage of shares of Class A Stock reported herein are based upon 64,284,429 shares of Class A Stock outstanding following the Public Offering and the exercise of the overallotment option, as indicated by the Issuer in its prospectus supplement dated December 11, 2019 and as reported by the Issuer in its Current Report on Form 8-K, each filed with the SEC on December 12, 2019.
(b) Each of JSCM and Mr. Soros, as managing member of JSCM, has sole voting and investment power with respect to all shares reported under this Schedule 13D.
(c) Except for the transactions described in Item 4 of this Schedule 13D, the Reporting Persons have not engaged in any transaction during the past 60 days involving shares of common stock of the Issuer.
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| CUSIP No. 75321W103 | Schedule 13D | Page 5 of 6 |
(d) The members of JS Capital are entitled to receive, or have the power to direct receipt of, dividends from or the proceeds from the sale of the shares of Class A Stock and warrants held for the account of JS Capital.
(e) Not applicable.
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| CUSIP No. 75321W103 | Schedule 13D/A | Page 6 of 6 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: December 13, 2019
| JS CAPITAL MANAGEMENT LLC | ||
| By: | /s/ Richard D. Holahan, Jr. | |
| Name: | Richard D. Holahan, Jr. | |
Title: |
Vice President | |
|
/s/ Jonathan Soros | |
| Jonathan Soros | ||
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| This ‘SC 13D/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 12/13/19 | 4 | ||
| 12/12/19 | 424B5, 8-K | |||
| 12/11/19 | 8-K | |||
| 6/13/19 | S-3, SC 13D | |||
| List all Filings | ||||