|VINNEMEIER PETER filed this Form SC 13D/A on 11/23/2018|
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Name of Issuer)
Class A shares, nominal value of €0.06 per share
(Title of Class of Securities)
89686D 105 (for American Depositary Shares, each representing one Class A Share)
Federal Republic of Germany
+49 211 54065110
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 15, 2018
(Date of Event which Requires Filing of this Statement)
Page 2 of 4 Pages
This Amendment No. 2 hereby amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on September 13, 2017, as amended by the Amendment No. 1 thereto filed on September 19, 2018 (the "Schedule 13D"), relating to the Class A shares of the trivago N.V. (the “Issuer”). Capitalized terms used but not defined herein shall have the respective meanings set forth in the Schedule 13D. Except as amended or supplemented hereby, the information set forth in the Schedule 13D remains unchanged.
Page 3 of 4 Pages
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby supplemented with the following information:
On November 15, 2018, the Reporting Person entered into a Rule 10b5-1 sales plan (the “Trading Plan”) with a broker to sell American Depositary Shares, representing an equal number of Class A shares (the “ADSs”). In connection with but prior to the sale of the ADSs pursuant to the Trading Plan, the Reporting person will convert a portion of his Class B Shares, nominal value of €0.60 per share, into Class A Shares, resulting in an increase in the total number of outstanding Class A Shares by 2,000,000 shares. The maximum number of ADSs that may be sold under the Trading Plan amounts to 2,000,000 ADSs, and they may be sold beginning on December 17, 2018, with such ADSs to be sold in separate tranches at different specified market prices. The Trading Plan is scheduled to remain in effect until April 19, 2019. The Trading Plan was adopted in accordance with the Issuer’s insider trading policy and is intended to comply with the provisions of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.
The foregoing description of the Trading Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Trading Plan, which is filed as an exhibit to this Schedule 13D and incorporated by reference herein.
Item 5. Interest in Securities of the Issuer
The response set forth in Item 5 of the Schedule 13D is hereby supplemented as follows:
(c) Transactions in the Issuer’s Class A or Class B shares within 60 Days. Other than as disclosed in the Schedule 13D, no other transactions in the Issuer’s Class A or Class B shares have been effected by the Reporting Person within the past 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby supplemented with the following information:
Item 4 summarizes certain provisions of the Trading Plan and is incorporated herein by reference. A copy of the Trading Plan is attached as an exhibit to this Schedule 13D, and incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
Item 7 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
Page 4 of 4 Pages
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.