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SEC Filings

F-3
TRIVAGO N.V. filed this Form F-3 on 04/05/2018
Entire Document
 


If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o
†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

CALCULATION OF REGISTRATION 
Title of each class of
securities to be registered
Amount
to be
registered(2)
Proposed
maximum
aggregate offering
price per share(3)
Proposed
maximum
aggregate
offering price(4)
Amount of
registration fee(4)
Primary Offering:
 
 
 
 
Class A shares, nominal value of €0.06 per share, underlying American depositary shares ("ADSs")(1)
 
 
 
(1)
      Debt Securities
 
 
 
(1)
Warrants
 
 
 
(1)
Purchase Contracts
 
 
 
(1)
Units
 
 
 
(1)
Subtotal
$ 500,000,000
 
$ 500,000,000
$ 62,250
Secondary Offering:
 
 
 
 
Class A shares, nominal value of €0.06 per share, underlying ADSs(1)

110,791,879
 
$762,802,087
$94,969
Total
 
 
$1,262,802,087
$157,219
(1)
Each ADS represents one Class A share. ADSs issuable upon deposit of the Class A shares registered hereby have been registered pursuant to a separate registration statement on Form F-6 (File No. 333-214914).
(2)
There are being registered hereunder such indeterminate number of the securities of each identified class being registered as may be sold by the registrant from time to time at indeterminate prices, with the maximum aggregate public offering price not to exceed $500,000,000. If any debt securities are issued at an original issue discount, then the offering price of such debt securities shall be in such greater principal amount as shall result in a maximum aggregate offering price not to exceed $500,000,000, less the aggregate dollar amount of all securities previously issued hereunder. In addition, up to 110,791,879 Class A shares underlying ADSs may be sold by selling shareholders who are identified in the prospectus forming part of this registration statement.
(3)
The proposed maximum aggregate price per unit of each class of securities will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder and is not specified as to each class of securities pursuant to the General Instruction II.C. of Form F-3 under the Securities Act of 1933, as amended.
(4)
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended with respect to the securities to be sold by the registrant and pursuant to Rule 457(c) with respect to the 110,791,879 Class A shares underlying ADSs that may be sold by the selling shareholders. Pursuant to Rule 457(p) under the Securities Act of 1933, as amended, the registrant is offsetting the registration fee due under this registration statement by $4,832.31, which represents the portion of the registration fee previously paid with respect to $41,693,760.00 of unsold securities for a completed offering previously registered on the registration statement on Form F-1 (File No. 333-214591), initially filed on November 14, 2016. The proposed maximum aggregate offering price of the 110,791,879 Class A shares underlying ADSs to be sold by the selling shareholders is based on the average of the high and low sale prices per share of the ADSs on the Nasdaq Global Select Market on April 2, 2018. In no event will the aggregate offering price of all securities sold by the registrant from time to time pursuant to this registration statement exceed $500,000,000.
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.