UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
trivago N.V.
(Name of Issuer)
Class A Shares, nominal value of €0.06 per share
(Title of Class of Securities)
89686D105 (for American Depositary Shares, each representing one Class A Share)
(CUSIP Number)
Altimeter Capital Management, LP, One International Place, Suite 4610, Boston, MA 02110
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 7th, 2018
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
* 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).
| CUSIP No. 89686D105 | 13G | Page 2 of 11 Pages |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Altimeter Capital Management General Partner LLC |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) ¨ |
| 3. | SEC USE ONLY
|
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER -0- shares |
| 6. | SHARED VOTING POWER 3,321,271 | |
| 7. | SOLE DISPOSITIVE POWER -0- shares | |
| 8. | SHARED DISPOSITIVE POWER 3,321,271 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,321,271 |
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
¨ |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.7% |
| 12. | TYPE OF REPORTING PERSON (see instructions) OO |
| CUSIP No. 89686D105 | 13G | Page 3 of 11 Pages |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Altimeter Capital Management, LP |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) ¨ |
| 3. | SEC USE ONLY
|
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER -0- shares |
| 6. | SHARED VOTING POWER 3,321,271 | |
| 7. | SOLE DISPOSITIVE POWER -0- shares | |
| 8. | SHARED DISPOSITIVE POWER 3,321,271 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,321,271 |
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
¨ |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.7% |
| 12. | TYPE OF REPORTING PERSON (see instructions) IA, PN |
| CUSIP No. 89686D105 | 13G | Page 4 of 11 Pages |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Altimeter General Partner, LLC |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) ¨ |
| 3. | SEC USE ONLY
|
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER -0- shares |
| 6. | SHARED VOTING POWER 3,321,271 | |
| 7. | SOLE DISPOSITIVE POWER -0- shares | |
| 8. | SHARED DISPOSITIVE POWER 3,321,271 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,321,271 |
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
¨ |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.7% |
| 12. | TYPE OF REPORTING PERSON (see instructions) OO |
| CUSIP No. 89686D105 | 13G | Page 5 of 11 Pages |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Altimeter Partners Fund, L.P. |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) ¨ |
| 3. | SEC USE ONLY
|
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER -0- shares |
| 6. | SHARED VOTING POWER 3,321,271 | |
| 7. | SOLE DISPOSITIVE POWER -0- shares | |
| 8. | SHARED DISPOSITIVE POWER 3,321,271 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,321,271 |
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
¨ |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.7% |
| 12. | TYPE OF REPORTING PERSON (see instructions) PN |
| CUSIP No. 89686D105 | 13G | Page 6 of 11 Pages |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Brad Gerstner |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) ¨ |
| 3. | SEC USE ONLY
|
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER -0- shares |
| 6. | SHARED VOTING POWER 3,321,271 | |
| 7. | SOLE DISPOSITIVE POWER -0- shares | |
| 8. | SHARED DISPOSITIVE POWER 3,321,271 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,321,271 |
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
¨ |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.7% |
| 12. | TYPE OF REPORTING PERSON (see instructions) IN |
| CUSIP No. 89686D105 | 13G | Page 7 of 11 Pages |
Item 1.
| (a) | Name of Issuer trivago N.V. (the “Issuer”) | |
| (b) |
Address of Issuer’s Principal Executive Offices Düsseldorf, Germany |
Item 2.
| (a) | Name of Person Filing This joint statement on Schedule 13G is being filed by Altimeter Capital Management General Partner LLC (the “General Partner”), Altimeter Capital Management, LP (the “Investment Manager”), Altimeter General Partner, LLC (the “Fund General Partner”), Altimeter Partners Fund, L.P. (the “Fund”) and Brad Gerstner, who are collectively referred to as the “Reporting Persons.” Mr. Gerstner is the sole managing principal of the General Partner, the Investment Manager and the Fund General partner. The General Partner is the sole general partner of the Investment Manager, which is the investment manager of the Fund. The Fund General Partner is the sole general partner of the Fund. The Reporting Persons have entered into a Joint Filing Agreement, dated as of the date hereof, a copy of which is filed with this Schedule 13G as Exhibit 1 (which is incorporated herein by reference), pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k) under the Act. | |
| (b) | Address of the Principal Office or, if none, residence The principal business office of the Reporting Persons with respect to the shares reported hereunder is One International Place, Suite 4610, Boston, MA 02110. | |
| (c) | Citizenship Each of the Investment Manager and the Fund is a Delaware limited partnership. Each of the General Partner and the Fund General Partner is a Delaware limited liability company. Mr. Gerstner is a United States citizen. | |
| (d) | Title of Class of Securities Class A Shares | |
| (e) | CUSIP Number 89686D105 |
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
Not applicable.
| CUSIP No. 89686D105 | 13G | Page 8 of 11 Pages |
| (a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | |
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | |
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | |
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | |
| (e) | ¨ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | ¨ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
| (h) | ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | ¨ | Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
Item 4. Ownership.
As of August 7th, 2018 the Reporting Persons beneficially owned 3,321,271 Class A Shares of the Issuer, representing approximately 10.7% of such class of securities. The beneficial ownership of each Reporting Person is as follows: (i) the Fund beneficially owns 3,321,271 Class A Shares representing approximately 10.7% of the class; and (ii) each of the General Partner (as the general partner of the Investment Manager), the Investment Manager (as the investment manager of the Fund), the Fund General Partner (as the general partner of the Fund) and Mr. Gerstner (as the sole managing principal of the General Partner, the Investment Manager and the Fund General Partner) beneficially owns 3,321,271 Class A Shares of the Issuer, representing approximately 10.7% of the class. All ownership percentages of the securities reported herein are based upon a total of 30,995,322 Class A Shares of the Issuer outstanding as of June 30th, 2018.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) |
Amount beneficially owned:** Altimeter Capital Management General Partner LLC – 3,321,271 shares Altimeter Capital Management, LP – 3,321,271 shares Altimeter General Partner, LLC – 3,321,271 shares Altimeter Partners Fund, L.P. – 3,321,271 shares Brad Gerstner – 3,321,271 shares | |
| (b) |
Percent of class:** Altimeter Capital Management General Partner LLC – 10.7% Altimeter Capital Management, LP – 10.7% Altimeter General Partner, LLC – 10.7% Altimeter Partners Fund, L.P. – 10.7% Brad Gerstner – 10.7% |
| CUSIP No. 89686D105 | 13G | Page 9 of 11 Pages |
| (c) | Number of shares as to which the person has:** | ||
| (i) |
Sole power to vote or to direct the vote Altimeter Capital Management General Partner LLC -0- Altimeter Capital Management, LP -0- Altimeter General Partner, LLC -0- Altimeter Partners Fund, L.P. -0- Brad Gerstner -0- | ||
| (ii) |
Shared power to vote or to direct the vote Altimeter Capital Management General Partner LLC – 3,321,271 Altimeter Capital Management, LP – 3,321,271 Altimeter General Partner, LLC – 3,321,271 Altimeter Partners Fund, L.P. – 3,321,271 Brad Gerstner – 3,321,271 | ||
| (iii) |
Sole power to dispose or to direct the disposition of Altimeter Capital Management General Partner LLC -0- Altimeter Capital Management, LP -0- Altimeter General Partner, LLC -0- Altimeter Partners Fund, L.P. -0- Brad Gerstner -0- | ||
| (iv) |
Shared power to dispose or to direct the disposition of Altimeter Capital Management General Partner LLC – 3,321,271 Altimeter Capital Management, LP – 3,321,271 Altimeter General Partner, LLC – 3,321,271 Altimeter Partners Fund, L.P. – 3,321,271 Brad Gerstner – 3,321,271 | ||
** Shares reported herein for the General Partner, the Investment Manager and the Fund General Partner represent Class A Shares beneficially owned and held of record by the Fund for which the Investment Manager serves as the investment manager and the Fund General Partner serves as general partner. The General Partner serves as the sole general partner of the Investment Manager. Shares reported herein for Mr. Gerstner represent Class A Shares beneficially owned and held of record by the Fund. Mr. Gerstner is the sole managing principal of the General Partner, the Investment Manager and the Fund General Partner.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not applicable.
| CUSIP No. 89686D105 | 13G | Page 10 of 11 Pages |
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
| CUSIP No. 89686D105 | 13G | Page 11 of 11 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.
| August 17th, 2018 | ||
| ALTIMETER CAPITAL MANAGEMENT GENERAL PARTNER LLC | ||
| By: | /s/ Hab Siam | |
| Hab Siam, Chief Compliance Officer | ||
| ALTIMETER CAPITAL MANAGEMENT, LP | ||
| By: | /s/ Hab Siam | |
| Hab Siam, Chief Compliance Officer | ||
| ALTIMETER GENERAL PARTNER, LLC | ||
| By: | /s/ Hab Siam | |
| Hab Siam, Chief Compliance Officer | ||
| ALTIMETER PARTNERS FUND, L.P. | ||
| By: | /s/ Hab Siam | |
| Hab Siam, Chief Compliance Officer | ||
| BRAD GERSTNER | ||
| By: | /s/ Brad Gerstner | |
| Brad Gerstner, individually | ||
EXHIBIT I
JOINT FILING AGREEMENT
This Joint Filing Agreement dated August 17th, 2018 is by and among Altimeter Capital Management General Partner LLC, a Delaware limited liability company, Altimeter Capital Management, LP, a Delaware limited partnership, Altimeter General Partner, LLC, a Delaware limited liability company, Altimeter Partners Fund, L.P., a Delaware limited partnership, and Brad Gerstner, an individual (the foregoing are collectively referred to herein as the “Filers”). Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13G with respect to Class A Shares of travigo N.V., beneficially owned by them from time to time. Pursuant to and in accordance with Rule 13(d) (1) (k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a single statement on Schedule 13G (and any amendments thereto) on behalf of each of such parties, and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule. This Joint Filing Agreement may be terminated by any of the Filers upon one week’s prior written notice or such lesser period of notice as the Filers may mutually agree.
Executed and delivered as of the date first above written.
| ALTIMETER CAPITAL MANAGEMENT GENERAL PARTNER LLC | ||
| By: | /s/ Hab Siam | |
| Hab Siam, Chief Compliance Officer | ||
| ALTIMETER CAPITAL MANAGEMENT, LP | ||
| By: | /s/ Hab Siam | |
| Hab Siam, Chief Compliance Officer | ||
| ALTIMETER GENERAL PARTNER, LLC | ||
| By: | /s/ Hab Siam | |
| Hab Siam, Chief Compliance Officer | ||
| ALTIMETER PARTNERS FUND, L.P. | ||
| By: | /s/ Hab Siam | |
| Hab Siam, Chief Compliance Officer | ||
| BRAD GERSTNER | ||
| By: | /s/ Brad Gerstner | |
| Brad Gerstner, individually | ||