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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/21/22 Chesterman Alex SC 13D/A 1:43K Cazoo Group Ltd. EdgarAgents LLC/FA |
Document/Exhibit Description Pages Size 1: SC 13D/A Amendment No. 2 to Schedule 13D HTML 42K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
CAZOO GROUP LTD
(Name of Issuer)
Class A ordinary shares, par value $0.0001 per share
(Title of Class of Securities)
(CUSIP Number)
Ned Staple
General Counsel
Cazoo Group Ltd
41 Chalton Street, London
NW1 1JD
United Kingdom
+44 20 3901 3488
With a copy to:
Valerie Ford Jacob, Esq.
Michael Levitt, Esq.
Freshfields Bruckhaus Deringer US LLP
601 Lexington Avenue
(212) 277-4000
(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 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).
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| CUSIP No. G2007L 105 |
| 1. |
Name of Reporting Person
| |
| 2. |
Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☐ | |
| 3. |
SEC Use Only
| |
| 4. |
Source of Funds
OO, PF | |
| 5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |
| 6. |
Citizenship or Place of Organization
United Kingdom |
|
Number of Shares Beneficially Owned by Each Reporting Person With |
7. |
Sole Voting Power
186,496,856* | ||
| 8. |
Shared Voting Power
0 | |||
| 9. |
Sole Dispositive Power
186,496,856* | |||
| 10. |
Shared Dispositive Power
0 |
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
186,496,856* | |
| 12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |
| 13. |
Percent of Class Represented by Amount in Row (11)
24.4%** | |
| 14. |
Type of Reporting Person
IN |
| * | Includes 1,966,670 Class A Shares issuable upon exercise of vested options. |
| ** | Calculation of percentage ownership in this Schedule 13D with respect to the Reporting Person is based upon a total of 763,214,621 Class A Shares outstanding as of September 27, 2022. Information on Class A Shares outstanding is derived from the Issuer’s Prospectus, dated October 12, 2022, filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 13, 2022 pursuant to Rule 424(b)(3) under the U.S. Securities Act of 1933, as amended. The percentage ownership of the Reporting Person also takes into account 1,966,670 Class A Shares issuable upon the exercise of options to acquire Class A Shares owned by the Reporting Person that are exercisable within 60 days. |
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Explanatory Note
This Amendment No. 2 (this “Amendment No. 2”) amends and supplements the beneficial ownership statement on Schedule 13D originally filed on September 3, 2021, as amended by Amendment No. 1 filed on May 13, 2022 (collectively, the “Amended Statement”) by Alex Chesterman (the “Reporting Person”). The Amended Statement, as further amended by this Amendment No. 2 (the “Schedule 13D”) relates to the Class A ordinary shares, par value $0.0001 per share (the “Class A Shares”) of Cazoo Group Ltd, a Cayman Islands exempted company (the “Issuer”).
Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Amended Statement. This Amendment No. 2 further amends the Amended Statement as specifically set forth herein. Except as set forth below, all previous Items in the Amended Statement remain unchanged.
This Amendment No. 2 is being filed to disclose recent purchases of Class A Shares by the Reporting Person and the vesting of options to purchase Class A Shares held by the Reporting Person.
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Item 3. Source and Amount of Funds or Other Consideration
The Reporting Person purchased the Class A Shares disclosed in Item 5(c) of this Amendment No. 2 with cash.
Item 5. Interest in Securities of the Issuer
Item 5 of the Amended Statement is hereby amended and restated as follows:
(a) As of November 18, 2022 the Reporting Person beneficially owns 186,496,856 Class A Shares, representing approximately 24.4% of the outstanding Class A Shares. The Class A Shares beneficially owned by the Reporting Person includes 1,966,670 Class A Shares issuable upon the exercise of options to acquire Class A Shares owned by the Reporting Person that are exercisable within 60 days.
(b) As of November 18, 2022, the Reporting Person has:
| ● | sole power to vote or direct the vote of 186,496,856 Class A Shares; |
| ● | shared power to vote or direct the vote of zero Class A Shares; |
| ● | sole power to dispose or direct the disposition of 186,496,856 Class A Shares; |
| ● | shared power to dispose or direct the disposition of zero Class A Shares. |
(c) The Reporting Person has effected the following transactions in the Issuer’s Class A Shares in the past 60 days.
| ● | On October 31, 2022 the Reporting Person purchased 1,319,648 Class A Shares in open market transactions at a weighted average price of $0.309742 per Class A Share.(1)(2) |
| ● | On November 1, 2022 the Reporting Person purchased 789,337 Class A Shares in open market transactions at a weighted average price of $.314828 per Class A Share.(1)(3) |
| ● | On November 2, 2022 the Reporting Person purchased 861,168 Class A Shares in open market transactions at a weighted average price of $.3153 per Class A Share.(1)(4) | |
| ● | On November 3, 2022 the Reporting Person purchased 503,219 Class A Shares in open market transactions at a weighted average price of $0.3268 per Class A Share.(1)(5) | |
| ● | On November 14, 2022 the Reporting Person purchased 376,530 Class A Shares in open market transactions at a weighted average price of $0.3392 per Class A Share.(1)(6) | |
| ● | On November 15, 2022 the Reporting Person purchased 70,191 Class A Shares in open market transactions at a weighted average price of $0.3399 per Class A Share.(1)(7) | |
| ● | On November 17, 2022 the Reporting Person purchased 1,003,375 Class A Shares in open market transactions at a weighted average price of $0.3236 per Class A Share.(1)(8) | |
| ● | On November 18, 2022 the Reporting Person purchased 500,000 Class A Shares in open market transactions at a weighted average price of $0.3178 per Class A Share.(1)(9) |
| (1) | The price reported represents the weighted average price for such trade date. The Reporting Person undertakes to provide to the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnotes (2) through (9). |
| (2) | These shares were purchased in multiple transactions at prices ranging from $0.29 to $0.32, inclusive. |
| (3) | These shares were purchased in multiple transactions at prices ranging from $0.30 to $0.32, inclusive. |
| (4) | These shares were purchased in multiple transactions at prices ranging from $0.30 to $0.32, inclusive. |
| (5) | These shares were purchased in multiple transactions at prices ranging from $0.30 to $0.33, inclusive. |
| (6) | These shares were purchased in multiple transactions at prices ranging from $0.31 to $0.33, inclusive. |
| (7) | These shares were purchased in multiple transactions at prices ranging from $0.32 to $0.34, inclusive. |
| (8) | These shares were purchased in multiple transactions at prices ranging from $0.31 to $0.33, inclusive. |
| (9) | These shares were purchased in multiple transactions at prices ranging from $0.30 to $0.32, inclusive. |
(d) Except as set forth herein, to the knowledge of the Reporting Person, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any Class A Shares beneficially owned by the Reporting Person.
(e) Not applicable.
The information set forth in Items 4 and 6 is incorporated by reference herein.
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SIGNATURES
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: November 21, 2022 | ||
| By: |
/s/ Alex Chesterman | |
| Name: | Alex Chesterman | |
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| This ‘SC 13D/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 11/21/22 | |||
| 11/18/22 | ||||
| 11/17/22 | ||||
| 11/15/22 | ||||
| 11/14/22 | ||||
| 11/3/22 | ||||
| 11/2/22 | ||||
| 11/1/22 | 6-K | |||
| 10/31/22 | 6-K | |||
| 10/13/22 | 424B3, EFFECT | |||
| 10/12/22 | EFFECT | |||
| 9/27/22 | ||||
| 5/13/22 | SC 13D/A | |||
| 9/3/21 | SC 13D | |||
| List all Filings | ||||