|TRIVAGO N.V. filed this Form F-3 on 04/05/2018|
This prospectus also relates to the possible resale from time to time by Rolf Schrömgens, Peter Vinnemeier and Malte Siewert, whom we refer to in this prospectus as the “selling shareholders,” of 110,791,879 ADS, representing Class A shares. Immediately prior to the consummation of any offering of ADSs by the selling shareholders, the selling shareholders will convert their relevant Class B shares into Class A shares. These Class B shares were issued and outstanding prior to the date of filing of this prospectus and were allotted to the selling shareholders upon the consummation of the merger of trivago GmbH into and with trivago N.V.
If any selling shareholder offers ADSs in any future offering, an applicable prospectus supplement will set forth the name of each such selling shareholder, the nature of any position, office or other material relationship which the selling shareholder has had with the Company or any of its predecessors or affiliates during the three years prior to the date of the applicable prospectus supplement, the number of our common shares or ADSs owned by the selling shareholder before and after the offering and the number of our ADSs to be offered by the selling shareholder.
We will pay the fees and the expenses incurred in effecting the registration of the ADSs covered by this prospectus, including, without limitation, all registration and filing fees, fees and expenses of our counsel and accountants and fees and expenses of selling shareholders’ counsel. The selling shareholders will pay any underwriting or broker discounts and any commissions incurred by the selling shareholders in selling their ADSs.
The selling shareholders may not sell any ADSs pursuant to this prospectus until we have identified such selling shareholder and the ADSs which may be offered for resale by such selling shareholder in a subsequent prospectus supplement. However, the selling shareholders may sell or transfer all or a portion of their ADSs pursuant to any available exemption from the registration requirements of the Securities Act of 1933, as amended.