SC 13D/A 1 d77595dsc13da.htm SC 13D/A SC 13D/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

 

 

Nomad Foods Limited

(Name of Issuer)

Ordinary Shares, No Par Value

(Title of Class of Securities)

G6564A105

(CUSIP Number)

TOMS Acquisition I LLC

450 W. 14th Street, 13th Floor

New York, NY 10014

Attn: Noam Gottesman

(212) 524 -7300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 4, 2020

(Date of Event Which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  ☐.

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.

 

 

*

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 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).

 

 

 

SCHEDULE 13D

CUSIP No. G6564A 105    Page 2 of 10 Pages

 

  1      

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Noam Gottesman

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ☒        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

OO

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

☐

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7      

SOLE VOTING POWER

 

1,421,589*

     8   

SHARED VOTING POWER

 

11,918,647*

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

11,918,647*

11      

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

13,340,236*

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

☐

13  

 

7.6%*

14  

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

*

See Item 5

SCHEDULE 13D

CUSIP No. G6564A 105    Page 3 of 10 Pages

 

  1      

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

TOMS Acquisition I LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ☒        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

OO

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

☐

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7      

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

5,210,537*

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

5,210,537*

11      

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,210,537*

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

☐

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

3.0%*

14  

TYPE OF REPORTING PERSON (See Instructions)

 

OO

 

*

See Item 5.

SCHEDULE 13D

CUSIP No. G6564A 105    Page 4 of 10 Pages

 

  1      

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

TOMS Capital Investments LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ☒        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

OO

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

☐

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7      

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

6,708,110*

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

6,708,110*

11      

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,708,110*

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

☐

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

3.8%*

14  

TYPE OF REPORTING PERSON (See Instructions)

 

OO

 

*

See Item 5.

SCHEDULE 13D

CUSIP No. G6564A 105    Page 5 of 10 Pages

 

  1      

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Guy Weltsch

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ☒        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

OO

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

☐

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Israel

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7      

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

921,690*

   10   

SHARED DISPOSITIVE POWER

 

0

11      

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

921,690*

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

☐

13  

 

0.5%*

14  

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

*

See Item 5

SCHEDULE 13D

CUSIP No. G6564A 105    Page 6 of 10 Pages

 

  1      

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Alejandro San Miguel

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ☒        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

OO

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

☐

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7      

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

312,437*

   10   

SHARED DISPOSITIVE POWER

 

0

11      

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

312,437*

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

☐

13  

 

0.2%*

14  

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

*

See Item 5

SCHEDULE 13D

CUSIP No. G6564A 105    Page 7 of 10 Pages

 

  1      

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Anup Patel

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ☒        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

OO

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

☐

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United Kingdom

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7     

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

187,462*

   10   

SHARED DISPOSITIVE POWER

 

0

11      

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

187,462*

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

☐

13  

 

0.1%*

14  

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

*

See Item 5

Item 1.

Security and Issuer.

This Amendment No. 3 (the “Amendment”) is being jointly filed by Noam Gottesman (“Gottesman”), TOMS Acquisition I LLC, a Delaware limited liability company (“TOMS Acquisition”), TOMS Capital Investments LLC, a Delaware limited liability company (“TCI” and together with Gottesman and TOMS Acquisition, collectively referred to as the “Gottesman Reporting Persons”), Guy Weltsch (“Weltsch”), Alejandro San Miguel (“San Miguel”) and Anup Patel (“Patel”, and together with Weltsch and San Miguel (and any other holder of which they have sole beneficial ownership, collectively referred to as the “Toms Reporting Persons”), to amend the Statement on Schedule 13D initially filed with the Securities and Exchange Commission (the “Commission”) on January 12, 2018 (as amended by Amendment No. 1 filed on January 7, 2019 and Amendment No. 2 filed on January 6, 2020, the “Statement”) with respect to the ordinary shares, no par value (the “Ordinary Shares”), of Nomad Foods Limited, a company incorporated with limited liability under the laws of the British Virgin Islands (the “Issuer”). The principal executive offices of the Issuer are located at No. 1 New Square, Bedfont Lakes Business Park, Feltham, Middlesex TW14 8HA, United Kingdom. Unless specifically amended hereby, the disclosure set forth in the Statement shall remain unchanged. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings set forth in the Statement. The Gottesman Reporting Persons and the Toms Reporting Persons are sometimes collectively referred to herein as the “Reporting Persons”.

 

Item 4.

Purpose of Transaction.

Item 4 of the Statement is hereby amended by the addition of the following:

As a result of ordinary shares repurchased by the Issuer pursuant to the Issuer’s previously announced share repurchase authorization of up to $300 million and previously completed “modified Dutch auction” tender offer for up to $500 million, the percentage ownership of ordinary shares beneficially owned by each of the Reporting Persons has increased.

 

Item 5.

Interest in Securities of the Issuer.

Paragraphs (a) – (c) of Item 5 of the Statement are hereby amended and restated in its entirety as follows:

 

  (a) - (b)

As of the date hereof, Gottesman beneficially owns an aggregate of 13,340,236 Ordinary Shares (and shares convertible into Ordinary Shares within 60 days) consisting of (i) shared power to vote, or to direct the vote, and shared power to dispose, or to direct the disposition of (A) 4,460,537 Ordinary Shares (and 750,000 Founder Preferred Shares convertible into Ordinary Shares within 60 days) held directly by TOMS Acquisition and (B) 6,708,110 Ordinary Shares held directly by TCI, and (ii) sole power to vote, or to direct the vote, of 921,690, 312,437 and 187,462 Ordinary Shares held by Weltsch, San Miguel and Patel, respectively (which Gottesman has the sole power to vote pursuant to the Proxy Agreement). In the aggregate, such 13,340,236, 5,210,537 and 6,708,110 Ordinary Shares represent approximately 7.6%, 3.0% and 3.8% of all

  outstanding Ordinary Shares (assuming the conversion of the Reporting Person’s Founder Preferred Shares, but without including any conversion of Founder Preferred Shares held by any other person). As of the date hereof, Weltsch, San Miguel and Patel may be deemed to beneficially own and have sole power to dispose, or to direct the disposition of, an aggregate of 921,690, 312,437 and 187,462 Ordinary Shares, representing approximately 0.5%, 0.2% and 0.1% of all outstanding Ordinary Shares.

 

  (c)

Except as otherwise described herein, no other transactions were effected by the Reporting Persons in the past 60 days.

 

Item 7.

Materials to be Filed as Exhibits.

Exhibit A — Proxy Agreement, dated January 7, 2019 (incorporated by reference to Exhibit A to the Amendment filed by the Reporting Persons with respect to the Issuer on January 7, 2019).

Exhibit B — Joint Filing Agreement among the Reporting Persons, dated January 7, 2019 (incorporated by reference to Exhibit B to the Amendment filed by the Reporting Persons with respect to the Issuer on January 7, 2019).

SIGNATURE

After reasonable inquiry and to the best of each of the Reporting Person’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: December 7, 2020     TOMS ACQUISITION I LLC
    By:   /s/ Noam Gottesman
    Name: Noam Gottesman
    Title:   Managing Member

 

    TOMS CAPITAL INVESTMENTS LLC
    By:   /s/ Noam Gottesman
    Name: Noam Gottesman
    Title:   President
   

/s/ Noam Gottesman

    Noam Gottesman
   

/s/ Guy Weltsch

    Guy Weltsch
   

/s/ Alejandro San Miguel

    Alejandro San Miguel
   

/s/ Anup Patel

    Anup Patel