13D Filing: Par Investment Partners LP and Trivago NV – ADR (TRVG)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE
13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

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)

c/o PAR
Investment Partners, L.P.

200 Clarendon Street, 48^th Floor

Boston, MA 02116

Attn:
Steven M. Smith

(617) 526-8990

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

May 16, 2017

(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 for
other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting persons 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).

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CUSIP No. 89686D105

1.		Names of Reporting Persons. PAR Investment Partners, L.P.
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) WC
5.		Check 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 6,234,000
				8.		Shared Voting Power 0
				9.		Sole Dispositive Power 6,234,000
				10.		Shared Dispositive Power 0
11.		Aggregate Amount Beneficially Owned by Each Reporting Person 6,234,000
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐
13.		Percent of Class Represented by Amount in Row (11) 20.8% (1)
14.		Type of Reporting Person (See Instructions) PN

(1)	The percent of class was calculated based on 30,026,635 shares of Class A Shares issued and outstanding as of December 31, 2016, as disclosed in the Issuers Annual Report on Form 20-F filed with the Securities and Exchange Commission on March 9, 2017.

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CUSIP No. 89686D105

1.		Names of Reporting Persons. PAR Group, L.P.
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) AF
5.		Check 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 6,234,000
				8.		Shared Voting Power 0
				9.		Sole Dispositive Power 6,234,000
				10.		Shared Dispositive Power 0
11.		Aggregate Amount Beneficially Owned by Each Reporting Person 6,234,000
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐
13.		Percent of Class Represented by Amount in Row (11) 20.8% (1)
14.		Type of Reporting Person (See Instructions) PN

(1)	The percent of class was calculated based on 30,026,635 shares of Class A Shares issued and outstanding as of December 31, 2016, as disclosed in the Issuers Annual Report on Form 20-F filed with the Securities and Exchange Commission on March 9, 2017.

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CUSIP No. 89686D105

1.		Names of Reporting Persons. PAR Capital Management, Inc.
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) AF
5.		Check 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 6,234,000
				8.		Shared Voting Power 0
				9.		Sole Dispositive Power 6,234,000
				10.		Shared Dispositive Power 0
11.		Aggregate Amount Beneficially Owned by Each Reporting Person 6,234,000
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐
13.		Percent of Class Represented by Amount in Row (11) 20.8% (1)
14.		Type of Reporting Person (See Instructions) CO

(1)	The percent of class was calculated based on 30,026,635 shares of Class A Shares issued and outstanding as of December 31, 2016, as disclosed in the Issuers Annual Report on Form 20-F filed with the Securities and Exchange Commission on March 9, 2017.

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Item 1. SECURITY AND ISSUER

This Statement on Schedule 13D relates to the Class A Shares (the Class A Shares) of trivago N.V. (the
Issuer) that are held directly by PAR Investment Partners, L.P., a Delaware limited partnership (PAR Investment Partners), through American Depositary Shares, each representing one Class A Share. The
address of the Issuers principal executive office is Bennigsen-Platz 1, 40474, Düsseldorf, Germany. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

Item 2. IDENTITY AND BACKGROUND

(a), (b) and
(c) This statement is being filed by the following persons: PAR Investment Partners, PAR Group, L.P., a Delaware limited partnership (PAR Group), and PAR Capital Management, Inc., a Delaware corporation (PAR Capital
Management). PAR Investment Partners, PAR Group and PAR Capital Management are sometimes individually referred to herein as a Reporting Person and collectively as the Reporting Persons.

The principal business of PAR Investment Partners is that of a private investment partnership engaging in the purchase and sale of securities for its own
account and its address is 200 Clarendon Street, 48^th Floor, Boston, MA 02116. The sole general partner of PAR Investment Partners is PAR Group. The principal business of PAR Group is to act as
the general partner of PAR Investment Partners and its address is 200 Clarendon Street, 48^th Floor, Boston, MA 02116. The sole general partner of PAR Group is PAR Capital Management. The principal
business of PAR Capital Management is to act as the general partner of PAR Group and its address is 200 Clarendon Street, 48^th Floor, Boston, MA 02116.

Paul A. Reeder, III is the President and sole director of PAR Capital Management and each of Frederick S. Downs, Jr., Arthur G. Epker, III, Edward L. Shapiro,
Steven M. Smith, Michael J. Tucker and Herbert A. (Chip) Frazier is a shareholder of PAR Capital Management. The business address of each of Mr. Reeder, Mr. Downs, Mr. Epker, Mr. Smith, Mr. Tucker and
Mr. Frazier is 200 Clarendon Street, 48^th Floor, Boston, MA 02116.

(d) and (e) During the
last five years, none of the persons identified in this Item 2 has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors), or has been a party to any civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding
any violations with respect to such laws.

(f) Each natural person identified in this Item 2 is a citizen of the United States. PAR Investment
Partners and PAR Group are Delaware limited partnerships and PAR Management is a Delaware corporation.

Item 3. SOURCE AND AMOUNT OF FUNDS OR
OTHER CONSIDERATION

PAR Investment Partners used approximately $73.3 mn (including brokerage commissions) of the working capital of PAR Investment
Partners in the aggregate to purchase the Class A Shares reported in this Schedule 13D. Such Class A Shares are or may be held from time to time by PAR Investment Partners in margin accounts established with its brokers or banks and a
portion of the purchase price for the Class A Shares may be obtained through margin borrowing. Securities positions which may be held in the margin accounts, including the Class A Shares, may be pledged as collateral security for the
repayment of debit balances in the margin accounts.

Item 4. PURPOSE OF TRANSACTION

The Reporting Persons acquired the Class A Shares for investment purposes in the ordinary course of their business of investing in securities for their
own accounts or for one or more accounts over which the Reporting Persons have investment or voting power. The Reporting Persons reserve the right to formulate plans and/or make proposals, and take such actions with respect to their investment in
the Issuer, including, subject to applicable law, (i) holding the Class A Shares as a passive investor or as an active investor (whether or not as a member of a group with other

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beneficial owners of Class A Shares or otherwise), (ii) acquiring beneficial ownership of additional Class A Shares (whether directly or through the acquisition of American Depositary
Shares representing Class A Shares) in the open market, in privately negotiated transactions or otherwise, (iii) disposing of all or part of their holdings, (iv) entering into financial instruments or other agreements that increase or
decrease the Reporting Persons economic or beneficial exposure with respect to their investment in the Issuer, engaging in hedging or similar transactions with respect to the Class A Shares, including securities-based swaps or other
derivative instruments involving the Class A Shares or other securities of the Issuer (or entering into arrangements in which the counterparty may engage in any of such activities), (v) lending Class A Shares or other portfolio securities
to brokers, banks or other financial institutions, which transactions typically obligate the borrower to return the Class A Shares or such other securities to the lender and typically provide that the borrower is entitled to exercise voting
rights and to retain dividends during the term of the loan, or borrowing Class A Shares or other securities for the purpose of effecting short sale transactions, and purchasing Class A Shares or other securities for the purpose of closing
out such short positions (or entering into arrangements in which the counterparty may engage in any of such activities), (vi) taking other actions which could involve one or more of the types of transactions or have one or more of the results
described in Item 4 of this Schedule 13D, or (vii) changing their intention with respect to any or all of the matters referred to in this Item 4.

Item 5. INTEREST IN SECURITIES OF THE ISSUER

(a)-(b) As of April 13, 2017, PAR Investment Partners may be deemed to beneficially own 6,234,000 Class A Shares, representing approximately 20.8%
(determined in accordance with Rule 13d-3 under the Act) of the outstanding Class A Shares.

As of
April 13, 2017, PAR Group, through its control of PAR Investment Partners as general partner, may be deemed to beneficially own 6,234,000 Class A Shares, representing approximately 20.8% (determined in accordance with Rule 13d-3 under the Act) of the outstanding Class A Shares.

As of April 13, 2017, PAR Capital Management, through
its control of PAR Group as general partner, may be deemed to beneficially own 6,234,000 Class A Shares, representing approximately 20.8% (determined in accordance with Rule 13d-3 under the Act) of the
outstanding Class A Shares.

The percentage of Class A Shares beneficially owned as set forth above are based on 30,026,635 Class A Shares
issued and outstanding as of December 31, 2016, as disclosed in the Issuers Annual Report on Form 20-F filed with the Securities and Exchange Commission on March 9, 2017.

(c) Information with respect to all transactions by the Reporting Persons relating to the Class A Shares that were effected during the past sixty days is
set forth in Annex A to the original Schedule 13D filed by the Reporting Persons on April 13, 2017, which is incorporated by reference herein.

(d) Not applicable.

(e) Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

Except as otherwise set forth in this Schedule 13D, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 or
between such persons and any other person with respect to any securities of the Issuer.

Item 7. Material to be Filed as Exhibits.

Not applicable.

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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: May 16, 2017