Filing Details
- Accession Number:
- 0001068238-19-000032
- Form Type:
- 13G Filing
- Publication Date:
- 2019-02-13 16:11:31
- Filed By:
- Farhold (luxembourg) S.a.r.l.
- Company:
- Farfetch Ltd (NYSE:FTCH)
- Filing Date:
- 2019-02-13
- SEC Url:
- 13G Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
Farhold (Luxembourg) S. r.l | 0 | 22,047,241 | 0 | 22,047,241 | 22,047,241 | 8.6% |
Vitruvian II Luxembourg S. r.l | 0 | 22,047,241 | 0 | 22,047,241 | 22,047,241 | 8.6% |
VIP II Nominees Limited | 0 | 22,047,241 | 0 | 22,047,241 | 22,047,241 | 8.6% |
Vitruvian Partners L | 0 | 22,047,241 | 0 | 22,047,241 | 22,047,241 | 8.6% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
(Amendment No. ___)*
Farfetch Limited |
(Name of Issuer)
Class A Ordinary Shares, par value $0.04 per share |
(Title of Class of Securities)
30744W107 |
(CUSIP Number)
December 31, 2018 |
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒Rule 13d-1(d)
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒Rule 13d-1(d)
* 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 ("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).
CUSIP No. 30744W107
1 | NAMES OF REPORTING PERSONS | | | |
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | | | ||
Farhold (Luxembourg) S.à r.l. | | | ||
| | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |||
(a)☐ | ||||
(b)☒ | | | ||
3 | SEC USE ONLY | | | |
| | | ||
| | |||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | |
Luxembourg | | | ||
| | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | |
0 | | | ||
| | |||
6 | SHARED VOTING POWER | | | |
22,047,241 Class A Ordinary Shares | | | ||
| | |||
7 | SOLE DISPOSITIVE POWER | | | |
0 | | | ||
| | |||
8 | SHARED DISPOSITIVE POWER | | | |
22,047,241 Class A Ordinary Shares | | | ||
| | |||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | |
22,047,241 Class A Ordinary Shares | | | ||
| | |||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | |
(see instructions) ☐ | | | ||
| | |||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | |
8.6% (2.0% of the total voting power in the Company)* | | | ||
| | |||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | |
CO | | | ||
| |
* The percentage is calculated based on 256,637,577 Class A Ordinary
Shares, par value $0.04 per share (the "Class A Ordinary Shares") and 42,858,080 Class B Ordinary Shares, par value $0.04 per share (the "Class B Ordinary Shares") outstanding as of November 7, 2018, as provided by the Issuer.
CUSIP No. 30744W107
1 | NAMES OF REPORTING PERSONS | | | ||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | | | |||
Vitruvian II Luxembourg S.à r.l. | | | |||
| | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
(see instructions) (a)☐ | |||||
(b)☒ | | | |||
3 | SEC USE ONLY | | | ||
| | | |||
| | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
Luxembourg | | | |||
| | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
0 | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
22,047,241 Class A Ordinary Shares | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
22,047,241 Class A Ordinary Shares | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
22,047,241 Class A Ordinary Shares | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
(see instructions) ☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
8.6% (2.0% of the total voting power in the Company)* | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
CO | | | |||
| |
* The percentage is calculated based on 256,637,577 Class A Ordinary
Shares and 42,858,080 Class B Ordinary Shares outstanding as of November 7, 2018, as provided by the Issuer. The Reporting Person disclaims beneficial ownership of these securities.
CUSIP No. 30744W107
1 | NAMES OF REPORTING PERSONS | | | ||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | | | |||
VIP II Nominees Limited | | | |||
| | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
(see instructions) (a)☐ | |||||
(b)☒ | | | |||
3 | SEC USE ONLY | | | ||
| | | |||
| | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
England and Wales | | | |||
| | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
0 | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
22,047,241 Class A Ordinary Shares | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
22,047,241
Class A Ordinary Shares | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
22,047,241 Class A Ordinary Shares | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
(see instructions) ☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
8.6% (2.0% of the total voting power in the Company)* | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
CO | | | |||
| |
* The percentage is calculated based on 256,637,577 Class A Ordinary
Shares and 42,858,080 Class B Ordinary Shares outstanding as of November 7, 2018, as provided by the Issuer. The Reporting Person disclaims beneficial ownership of these securities.
CUSIP No. 30744W107
1 | NAMES OF REPORTING PERSONS | | | ||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | | | |||
Vitruvian Partners LLP | | | |||
| | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
(see instructions) (a)☐ | |||||
(b)☒ | | | |||
3 | SEC USE ONLY | | | ||
| | | |||
| | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
England and Wales | | | |||
| | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
0 | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
22,047,241 Class A Ordinary Shares | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
22,047,241 Class A Ordinary Shares | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
22,047,241 Class A Ordinary Shares | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
(see instructions) ☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
8.6% (2.0% of the total voting power in the Company)* | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
PN, IA | | | |||
| |
* The percentage is calculated based on 256,637,577 Class A Ordinary
Shares and 42,858,080 Class B Ordinary Shares outstanding as of November 7, 2018, as provided by the Issuer.
Item 1(a). | Name of Issuer: |
Farfetch Limited
Item 1(b). | Address of Issuer's Principal Executive Offices: |
The Bower
211 Old Street
London EC1V 9NR
United Kingdom
Item 2(a). | Name of Person Filing: |
This statement is jointly filed by and on behalf of each of Farhold (Luxembourg) S.à r.l., Vitruvian II Luxembourg S.à r.l., VIP II Nominees Limited
and Vitruvian Partners LLP.
Item 2(b). | Address of Principal Business Office or, if none, Residence: |
For Farhold (Luxembourg) S.à r.l. and Vitruvian II Luxembourg S.à r.l.:
21, rue Philippe II, L-2340 Luxembourg
For VIP II Nominees Limited and Vitruvian Partners LLP:
105 Wigmore Street, London, W1U 1QY, United Kingdom
Item 2(c). | Citizenship: |
Farhold (Luxembourg) S.à r.l. and Vitruvian II Luxembourg S.à r.l. are organized under the laws of Luxembourg. VIP II Nominees Limited is organized under the laws of England
and Wales. Vitruvian Partners LLP is a limited liability partnership formed under the laws of England and Wales.
Item 2(d). | Title of Class of Securities: |
Class A Ordinary Shares
Item 2(e). | CUSIP Number: |
30744W107
Item 3. | If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing Is a(n): |
Not applicable.
Item 4. | Ownership. |
(a) | Amount beneficially owned: 22,047,241 Class A Ordinary Shares |
(b) | Percent of class: 8.6% (2.0% of the total voting power in the Company) |
(c) | Number of shares as to which the person has: |
(i) | Sole power to vote or to direct the vote: 0 |
(ii) | Shared power to vote or to direct the vote: 22,047,241 Class A Ordinary Shares |
(iii) | Sole power to dispose or to direct the disposition of: 0 |
(iv) | Shared power to dispose or to direct the disposition of: 22,047,241 Class A Ordinary Shares |
Instruction. For computations regarding
securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the
class of securities, check the following ☐.
Instruction. Dissolution of a group requires
a response to this item.
Item 6. | Ownership of More Than Five Percent on Behalf of Another Person. |
Not applicable.
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. |
Not applicable.
Item 8. | Identification and Classification of Members of the Group. |
All shares of Farhold (Luxembourg) S.à r.l. are owned by Vitruvian II Luxembourg S.à r.l. VIP II Nominees Limited, in its capacity as nominee for and on behalf of certain
English limited partnerships (collectively, the “VIP II Funds”), is the sole shareholder of Vitruvian II Luxembourg S.à r.l. Vitruvian Partners LLP manages each of the VIP II Funds as its general partner and investment manager and is the sole
shareholder of VIP II Nominees Limited. The parties have entered into a joint filing agreement with respect this statement, which is attached hereto as Exhibit 99.1.
Item 9. | Notice of Dissolution of Group. |
Not applicable.
Item 10. | Certification. |
Not applicable.
Exhibit Index
Exhibit 99.1Joint Filing Agreement, dated February 13, 2019, among Farhold (Luxembourg) S.à r.l., Vitruvian II Luxembourg S.à r.l., VIP II Nominees Limited and Vitruvian
Partners LLP.
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 as of February 13, 2019.
FARHOLD (LUXEMBOURG) S.À R.L. | |||
By: | /s/ Gaël Sausy | ||
Name: Gaël Sausy | |||
Title: B Manager and Authorised Signatory |
VITRUVIAN II LUXEMBOURG S.À R.L. | |||
| By: | /s/ Gaël Sausy | |
Name: Gaël Sausy | |||
Title: B Manager and Authorised Signatory | |||
VIP II NOMINEES LIMITED | |||
By: Vitruvian Partners LLP, its director | |||
| By: | /s/ Thomas Studd | |
Name: Thomas Studd | |||
Title: Partner | |||
VITRUVIAN PARTNERS LLP | |||
| By: | /s/ Thomas Studd | |
Name: Thomas Studd | |||
Title: Partner | |||