Filing Details

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.

NAME OF REPORTING PERSONS

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

Noam Gottesman

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

(a)  ☒        (b)  ☐

SEC USE ONLY

SOURCE OF FUNDS (See Instructions)

OO    

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

☐    

CITIZENSHIP OR PLACE OF ORGANIZATION

United States    

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

1,421,589*    

SHARED VOTING POWER

8,708,110*    

SOLE DISPOSITIVE POWER

0    

SHARED DISPOSITIVE POWER

8,708,110*    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10,129,699*    

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

☐    

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.8%*    

TYPE OF REPORTING PERSON (See Instructions)

IN    

See Item 5

NAME OF REPORTING PERSONS

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

TOMS Acquisition I LLC

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

(a)  ☒        (b)  ☐

SEC USE ONLY

SOURCE OF FUNDS (See Instructions)

OO    

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

☐    

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware    

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0    

SHARED VOTING POWER

2,000,000*    

SOLE DISPOSITIVE POWER

0    

SHARED DISPOSITIVE POWER

2,000,000*    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,000,000*    

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

☐    

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.1%*    

TYPE OF REPORTING PERSON (See Instructions)

OO    

See Item 5.

NAME OF REPORTING PERSONS

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

TOMS Capital Investments LLC

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

(a)  ☒        (b)  ☐

SEC USE ONLY

SOURCE OF FUNDS (See Instructions)

OO    

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

☐    

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware    

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0    

SHARED VOTING POWER

6,708,110*    

SOLE DISPOSITIVE POWER

0    

SHARED DISPOSITIVE POWER

6,708,110*    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,708,110*    

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

☐    

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.8%*    

TYPE OF REPORTING PERSON (See Instructions)

OO    

See Item 5.

NAME OF REPORTING PERSONS

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

Guy Weltsch

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

(a)  ☒        (b)  ☐

SEC USE ONLY

SOURCE OF FUNDS (See Instructions)

OO    

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

☐    

CITIZENSHIP OR PLACE OF ORGANIZATION

Israel    

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0    

SHARED VOTING POWER

0    

SOLE DISPOSITIVE POWER

921,690*    

SHARED DISPOSITIVE POWER

0    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

921,690*    

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

☐    

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.5%*    

TYPE OF REPORTING PERSON (See Instructions)

IN    

See Item 5

NAME OF REPORTING PERSONS

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

Alejandro San Miguel

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

(a)  ☒        (b)  ☐

SEC USE ONLY

SOURCE OF FUNDS (See Instructions)

OO    

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

☐    

CITIZENSHIP OR PLACE OF ORGANIZATION

United States    

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0    

SHARED VOTING POWER

0    

SOLE DISPOSITIVE POWER

312,437*    

SHARED DISPOSITIVE POWER

0    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

312,437*    

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

☐    

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.2%*    

TYPE OF REPORTING PERSON (See Instructions)

IN    

See Item 5

NAME OF REPORTING PERSONS

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

Anup Patel

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

(a)  ☒        (b)  ☐

SEC USE ONLY

SOURCE OF FUNDS (See Instructions)

OO    

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

☐    

CITIZENSHIP OR PLACE OF ORGANIZATION

United Kingdom    

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0    

SHARED VOTING POWER

0    

SOLE DISPOSITIVE POWER

187,462*    

SHARED DISPOSITIVE POWER

0    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

187,462*    

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

☐    

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.1%*    

TYPE OF REPORTING PERSON (See Instructions)

IN    

See Item 5

Security and Issuer.

Identity and Background.

This Statement 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), pursuant to Rule 13d-1(k) promulgated by the Commission pursuant to Section 13 of the Securities Exchange Act of 1934, as amended. The Gottesman Reporting Persons and the Toms Reporting Persons are sometimes collectively referred to herein as the Reporting Persons.

The business address of each of the Reporting Persons is 450 W. 14^th Street, 13^th Floor, New York, NY 10014.

The present principal business of each of TOMS Acquisition and TCI is that of a private investment partnership, engaged in the purchase and sale of securities for investment for its own account. Gottesman directs the voting and investment activities of TOMS Acquisition, TCI and other affiliated private investment vehicles. Each Toms Reporting Person is a partner of Toms Capital LLC, an affiliate of the Gottesman Reporting Persons.

None of the Reporting Persons, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

None of the Reporting Persons, were, during the last five years, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a

Each of TOMS Acquisition and TCI are organized under the laws of the State of Delaware. Each of Gottesman and San Miguel is a citizen of the United States. Weltsch is a citizen of the State of Israel and Patel is a citizen of the United Kingdom.

Source and Amount of Funds or Other Consideration.

Purpose of Transaction.

Interest in Securities of the Issuer.

As of the date hereof, Gottesman beneficially owns an aggregate of 10,129,699 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) 1,250,000 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 10,129,699, 2,000,000 and 6,708,110 Ordinary Shares represent approximately 5.8%, 1.1% and 3.8% of all outstanding Ordinary Shares (calculated based on 174,400,143 Ordinary Shares outstanding as of January 2, 2019 (as reported in the Issuers Report on Form 6-K filed on January 2, 2019) and assuming the conversion of the Reporting Persons 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 (calculated based on 174,400,143 Ordinary Shares outstanding as of January 2, 2019 (as reported in the Issuers Report on Form 6-K filed on January 2, 2019)).

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

Except as stated within this Item 5, to the knowledge of the Reporting Persons, only the Reporting Persons have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the Ordinary Shares of the Issuer reported by this Statement.

Not applicable.

Materials to be Filed as Exhibits.