UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Washington, DC 20549
SCHEDULE 13G
(Amendment No. )
(Rule 13d-102)
(Amendment No. )
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
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trivago N.V.
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(Name of Issuer)
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American Depositary Shares, each representing one Class A Share, nominal value €0.06 per share
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(Title of Class of Securities)
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89686D105
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(CUSIP Number)
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August 31, 2018
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(c)
☐ Rule 13d-1(d)
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CUSIP No. 89686D105
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13G
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1
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NAME OF REPORTING PERSONS
Greenhouse Funds LLLP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) ☐
(b) ☐ |
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
5,392,703 (1)
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
5,392,703 (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,392,703 (1)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.7% (1)
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12
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TYPE OF REPORTING PERSON*
IA, OO
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(1) Represents beneficial ownership information as of December 31, 2019. For historical beneficial ownership information, see Item 4 below.
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CUSIP No. 89686D105
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13G
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1
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NAME OF REPORTING PERSONS
Greenhouse GP LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) ☐
(b) ☐ |
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
5,392,703 (1)
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
5,392,703 (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,392,703 (1)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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☐ |
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.7% (1)
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12
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TYPE OF REPORTING PERSON*
HC, OO
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(1) Represents beneficial ownership information as of December 31, 2019. For historical beneficial ownership information, see Item 4 below.
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CUSIP No. 89686D105
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13G
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1
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NAME OF REPORTING PERSONS
Joseph Milano
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) ☐
(b) ☐ |
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
5,392,703 (1)
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
5,392,703 (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,392,703 (1)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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☐ |
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.7% (1)
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12
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TYPE OF REPORTING PERSON*
HC, IN
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(1) Represents beneficial ownership information as of December 31, 2019. For historical beneficial ownership information, see Item 4 below.
SCHEDULE 13G
This Schedule 13G (the “Schedule 13G”) is being filed on behalf of Greenhouse Funds LLLP, a Delaware limited liability limited partnership
(“Greenhouse”), Greenhouse GP LLC, a Delaware limited liability company (“Greenhouse GP”), and Mr. Joseph Milano, the principal of Greenhouse and Greenhouse GP (collectively with Greenhouse and Greenhouse GP, the “Reporting Persons”), relating to
American Depositary Shares, each representing one Class A Share, nominal value €0.06 per share (the “Shares”), of tivago N.V., a Netherlands corporation (the “Issuer”).
This Schedule 13G relates to Shares (inclusive of Shares underlying call options) of the Issuer purchased by Greenhouse through the accounts
of certain private funds and managed accounts (collectively, the “Greenhouse Accounts”). Greenhouse serves as the investment adviser to the Greenhouse Accounts and may direct the vote and disposition of the 5,392,703 Shares (inclusive of 500,000
Shares underlying call options) held by the Greenhouse Accounts. Greenhouse GP serves as the general partner of Greenhouse and may direct Greenhouse to direct the vote and disposition of the 5,392,703 Shares (inclusive of 500,000 Shares underlying
call options) held by the Greenhouse Accounts. As the principal of Greenhouse and Greenhouse GP, Mr. Milano may direct the vote and disposition of the 5,392,703 Shares (inclusive of 500,000 Shares underlying call options) held by the Greenhouse
Accounts.
Item 1(a) Name of Issuer.
trivago N.V. (the “Issuer”)
Item 1(b) Address of Issuer’s Principal Executive Offices.
Kesselstrasse 5 - 7
40221 Düsseldorf
Federal Republic of Germany
Item 2(a) Name of Person Filing.
Greenhouse Funds LLLP (“Greenhouse”), Greenhouse GP LLC (“Greenhouse GP”) and Mr. Joseph Milano.
Item 2(b) Address of Principal Business Office, or, if none, Residence.
650 S. Exeter St
Suite 1080
Baltimore, MD 21202
Item 2(c) Citizenship or Place of Organization.
Greenhouse is a limited liability limited partnership organized under the laws of the State of Delaware. Greenhouse GP is a limited liability company organized
under the laws of the State of Delaware. Mr. Milano is the principal of Greenhouse and Greenhouse GP and is a United States citizen.
Item 2(d) Title of Class of Securities.
American Depositary Shares, each representing one Class A Share, nominal value €0.06 per share (the “Shares”).
Item 2(e) CUSIP Number.
89686D105
Item 3 Reporting Person.
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:
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(a)
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E).
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(f)
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
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(g)
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
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(h)
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
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(i)
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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).
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(j)
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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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Item 4 Ownership.
(a) As of December 31, 2019, the Reporting Persons were each the beneficial owner of the 5,392,703 Shares (inclusive of 500,000 Shares underlying call options) held by the Greenhouse
Accounts. As of August 31, 2018, the Reporting Persons were each the beneficial owner of the 3,451,112 Shares (inclusive of 226,400 Shares underlying call options) held by the Greenhouse Accounts. As of December 31, 2018, the Reporting Persons were
each the beneficial owner of the 4,016,236 Shares (inclusive of 241,400 Shares underlying call options) held by the Greenhouse Accounts.
(b) As of December 31, 2019, the Reporting Persons were each the beneficial owner of 10.7% of the Class A Shares of the Issuer, based on 50,633,356 Class A Shares of the Issuer
outstanding as of September 30, 2019, as reported in the Issuer’s Form 6-K filed with the Securities and Exchange Commission (“SEC”) on November 5, 2019. As of August 31, 2018, the Reporting Persons were each the beneficial owner of 11.1% of the
Class A Shares of the Issuer, based on 30,995,322 Class A Shares of the Issuer outstanding as of June 30, 2018, as reported in the Issuer’s Form 6-K filed with the SEC on July 25, 2018. As of December 31, 2018, the Reporting Persons were each the
beneficial owner of 9.4% of the Class A Shares of the Issuer, based on 42,559,884 Class A Shares of the Issuer outstanding as of December 31, 2018, as reported in the Issuer’s Form 20-F filed with the SEC on March 6, 2019.
(c) Greenhouse, as the investment adviser to the Greenhouse Accounts, could direct the voting and disposition of the 5,392,703 Shares (inclusive of the 500,000 Shares underlying call
options) held by the Greenhouse Accounts as of December 31, 2019, the 3,451,112 Shares (inclusive of the 226,400 Shares underlying call options) held by the Greenhouse Accounts as of August 31, 2018, and the 4,016,236 Shares (inclusive of 241,400
Shares underlying call options) held by the Greenhouse Accounts as of December 31, 2018. Greenhouse GP, as the general partner of Greenhouse, could direct Greenhouse to direct the voting and disposition of the 5,392,703 Shares (inclusive of the
500,000 Shares underlying call options) held by the Greenhouse Accounts as of December 31, 2019, the 3,451,112 Shares (inclusive of the 226,400 Shares underlying call options) held by the Greenhouse Accounts as of August 31, 2018, and the 4,016,236
Shares (inclusive of 241,400 Shares underlying call options) held by the Greenhouse Accounts as of December 31, 2018. As the principal of Greenhouse and Greenhouse GP, Mr. Milano may direct the voting and disposition of the 5,392,703 Shares
(inclusive of the 500,000 Shares underlying call options) held by the Greenhouse Accounts as of December 31, 2019, the 3,451,112 Shares (inclusive of the 226,400 Shares underlying call options) held by the Greenhouse Accounts as of August 31, 2018,
and the 4,016,236 Shares (inclusive of 241,400 Shares underlying call options) held by the Greenhouse Accounts as of December 31, 2018.
Item 5 Ownership of Five Percent or Less of a Class.
Inapplicable.
Item 6 Ownership of More Than Five Percent
on Behalf of Another Person.
Inapplicable.
Item 7 Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.
Inapplicable.
Item 8 Identification and Classification of Members of the Group.
Inapplicable.
Item 9 Notice of Dissolution of Group.
Inapplicable.
Item 10 Certification.
By signing below each of the Reporting Persons certifies that, to the best of such person’s knowledge and belief, the securities referred to above were acquired and are
held in the ordinary course of business and 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.
Exhibits Exhibit 99.1
Joint Filing Agreement dated January 29, 2020, by and among Greenhouse, Greenhouse GP and Mr. Milano.
SIGNATURE
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: January 29, 2020
GREENHOUSE FUNDS LLLP
By: Greenhouse GP LLC, its general partner
By: /s/ Joseph Milano
Joseph Milano
Authorized Person
GREENHOUSE GP LLC
By: /s/ Joseph Milano
Joseph Milano
Authorized Person
/s/ Joseph Milano
Joseph Milano
EXHIBIT 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a
Statement on Schedule 13G (including any and all amendments thereto) with respect to the American Depositary Shares, each representing one Class A Share, nominal value €0.06 per share, of trivago N.V., a Netherlands corporation, and further agree
that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the
accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has
reason to believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of January 29, 2020.
GREENHOUSE FUNDS LLLP
By: Greenhouse GP LLC, its general partner
By: /s/ Joseph Milano
Joseph Milano
Authorized Person
GREENHOUSE GP LLC
By: /s/ Joseph Milano
Joseph Milano
Authorized Person
/s/ Joseph Milano
Joseph Milano