Page 5 of 20 – SEC Filing
Item 1. SECURITY AND ISSUER
This Statement on Schedule 13D relates to the Class A Shares, nominal value of 0.06 per share (the Class A
Shares) of trivago N.V. (the Issuer). The address of the Issuers principal executive office is Kesselstraße 5-7, 40221 Düsseldorf, Federal Republic of Germany.
Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. The Class A Shares reported in this Schedule 13D are represented by an equal number of American Depositary Shares
(ADSs) that are held directly by PAR Investment Partners, L.P.
Item 2. IDENTITY AND BACKGROUND
(a), (b) and (c) This statement is being filed by the following persons: PAR Investment Partners, L.P., a Delaware limited partnership (PAR
Investment Partners), PAR Group II, 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. 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. 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. The principal business address of each of the Reporting Persons is 200 Clarendon Street, 48th Floor,
Boston, MA 02116.
Paul A. Reeder, III is the President and sole director of PAR Capital Management. Steven M. Smith is the Chief Operating Officer and
General Counsel of PAR Capital Management. The principal business address of Messrs. Reeder and Smith is 200 Clarendon Street, 48th 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 $65,758,086 (including brokerage commissions) of the working capital of PAR Investment Partners in the aggregate to
purchase 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
On
September 17, 2018, PAR Investment Partners purchased 7,000,000 ADSs, representing an equal number of Class A shares (the Acquired Shares), from Peter Vinnemeier and Malte Siewert (the Selling
Shareholders), founders and former managing directors of the Issuer, pursuant to a Stock Purchase Agreement dated September 14, 2018. The Acquired Shares were purchased at a price of $4.47 per ADS in a private transaction that was
exempt from registration under the U.S. Securities Act of 1933, as amended. PAR Investment Partners purchased the Acquired Shares, as well as its previously acquired Class A Shares, for investment purposes in the ordinary course of business. In
connection with but prior to the purchase of the Acquired Shares, the Selling Shareholders converted a portion of their 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 an amount equal to 7,000,000 shares.
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Item 1. SECURITY AND ISSUER
This Statement on Schedule 13D relates to the Class A Shares, nominal value of 0.06 per share (the Class A
Shares) of trivago N.V. (the Issuer). The address of the Issuers principal executive office is Kesselstraße 5-7, 40221 Düsseldorf, Federal Republic of Germany.
Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. The Class A Shares reported in this Schedule 13D are represented by an equal number of American Depositary Shares
(ADSs) that are held directly by PAR Investment Partners, L.P.
Item 2. IDENTITY AND BACKGROUND
(a), (b) and (c) This statement is being filed by the following persons: PAR Investment Partners, L.P., a Delaware limited partnership (PAR
Investment Partners), PAR Group II, 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. 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. 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. The principal business address of each of the Reporting Persons is 200 Clarendon Street, 48th Floor,
Boston, MA 02116.
Paul A. Reeder, III is the President and sole director of PAR Capital Management. Steven M. Smith is the Chief Operating Officer and
General Counsel of PAR Capital Management. The principal business address of Messrs. Reeder and Smith is 200 Clarendon Street, 48th 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 $65,758,086 (including brokerage commissions) of the working capital of PAR Investment Partners in the aggregate to
purchase 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
On
September 17, 2018, PAR Investment Partners purchased 7,000,000 ADSs, representing an equal number of Class A shares (the Acquired Shares), from Peter Vinnemeier and Malte Siewert (the Selling
Shareholders), founders and former managing directors of the Issuer, pursuant to a Stock Purchase Agreement dated September 14, 2018. The Acquired Shares were purchased at a price of $4.47 per ADS in a private transaction that was
exempt from registration under the U.S. Securities Act of 1933, as amended. PAR Investment Partners purchased the Acquired Shares, as well as its previously acquired Class A Shares, for investment purposes in the ordinary course of business. In
connection with but prior to the purchase of the Acquired Shares, the Selling Shareholders converted a portion of their 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 an amount equal to 7,000,000 shares.
