Filing Details

1	NAMES OF REPORTING PERSONS
	Alexander Captain
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)	☐
			(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)			☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
		0
	8	SHARED VOTING POWER
		12,613,816
	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		12,613,816
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	12,613,816
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)
	5.93% (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	HC, IN

(1)

This percentage calculation is based on 212,621,200 Ordinary Shares outstanding, as reported by the Issuer in Exhibit 99.1 of its current report on Form 6-K, filed on September 28, 2021.

This Schedule 13D is being filed by the undersigned, pursuant to §240.13d-1(a), with respect to the ordinary shares, nominal value €0.04 per share (the “Ordinary Shares”), of Just Eat Takeaway.com N.V. (the “Issuer”), whose principal executive offices are located at Oosterdoksstraat 80, Amsterdam, Netherlands, 1011 DK.

(a-c, f) This Schedule 13D is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

This Schedule 13D relates to Ordinary Shares held directly by Cat Rock Capital Master Fund LP (the “Master Fund”), Cat Rock SPV LP (the “SPV”), Cat Rock Opportunities Fund LP (the “Opportunities Fund”) and Cat Rock Opportunities Fund II LP (the “Opportunities Fund II” and, together with the Master Fund, the SPV and the Opportunities Fund, the “Cat Rock Funds”).  The principal business of Cat Rock is to serve as investment adviser to the Cat Rock Funds.  The present principal occupation of Mr. Captain is to serve as Chief Executive Officer, portfolio manager and limited partner of Cat Rock.  In such capacities, each of Cat Rock and Mr. Captain may be deemed to share voting and investment power with respect to the Ordinary Shares directly held by the Cat Rock Funds and reported herein.  The address of the principal business office of each of Cat Rock and Mr. Captain is 8 Sound Shore Drive, Suite 250, Greenwich, CT, 06830.

The agreement among each of the Reporting Persons to file this Schedule 13D jointly in accordance with Rule 13d-1(k) of the Exchange Act is attached hereto as Exhibit A.

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

(e) None of the Reporting Persons has, during the last five years, been a party to a 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 violation with respect to such laws.

The Reporting Persons acquired the Ordinary Shares reported herein using the working capital of the Cat Rock Funds.  A total of approximately $975,533,154.97 was paid to acquire the Ordinary Shares reported herein.

 

The Reporting Persons acquired the Ordinary Shares for investment purposes and are long-term shareholders of the Issuer.  The Reporting Persons have sent public and private correspondence to the Issuer’s Management Board (the “Board”), and published public presentations, regarding, among other things, the Issuer’s communications with investors and the public, operational divestures, strategic alternatives and other opportunities to increase shareholder value, and stock performance.  The Reporting Persons seek to engage in discussions with the Board regarding these matters.

 

The Reporting Persons intend to review on a continuing basis their investment in the Issuer and, in connection with that review, may from time to time continue to publish materials about the Issuer and its business, and seek to engage in communications with the Board as well as, among others, members of the Issuer’s management, other shareholders of the Issuer, advisors or other interested persons regarding, among other things, the review and evaluation of Issuer communications with investors, operational divestitures, strategic alternatives or other operational, strategic, financial or governance matters related to the Issuer, with a view of maximizing stockholder value.

 

The Reporting Persons may acquire additional securities of the Issuer (which may include rights or securities exercisable or convertible into securities of the Issuer) from time to time, in each case, in open market or private transactions, block sales or otherwise, including in connection with extraordinary corporate transactions, and may seek to sell or otherwise dispose of some or all of the Issuer’s securities from time to time.  Any transaction that the Reporting Persons may pursue will depend on a variety of factors, including, without limitation, the Board’s and/or Issuer’s response to the Reporting Persons’ correspondence, the price and availability of the Issuer’s securities, subsequent developments affecting the Issuer, the Issuer’s business and the Issuer’s prospects, other investment and business opportunities available to the Reporting Persons, general industry and economic conditions, the securities markets in general, tax considerations and other factors deemed relevant by the Reporting Persons. 

 

Except as described in this Schedule 13D, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions described in Item 4 of Schedule 13D, although, subject to the disclosures herein, the Reporting Persons, at any time and from time to time, may review, reconsider and change their position and/or change their purpose and/or develop such plans and may seek to influence management of the Issuer or the Board with respect to the business and affairs of the Issuer and may from time to time consider pursuing or proposing such matters with advisors, the Issuer or other persons.

 

(a) As of the date hereof, each of Cat Rock and Mr. Captain may be deemed to be the beneficial owner of 12,613,816 Ordinary Shares, or approximately 5.93% of the total number of Ordinary Shares outstanding, held for the accounts of the Cat Rock Funds.

The foregoing beneficial ownership percentage calculation is based on 212,621,200 Ordinary Shares outstanding, as reported by the Issuer in Exhibit 99.1 of its current report on Form 6-K, filed on September 28, 2021.

(b) Each of Cat Rock and Mr. Captain has shared voting power and shared dispositive power over the 12,613,816 Ordinary Shares directly held by the Cat Rock Funds and reported herein.

(c) The trading date, number of Ordinary Shares acquired and disposed of, price per share, identity of person for whose account the transaction was effected, and where and how the transaction was effected, for all transactions in the Ordinary Shares by the Reporting Persons within the past sixty days, is set forth in Exhibit B. Except for the transactions set forth in Exhibit B, there have been no transactions in the Ordinary Shares by the Reporting Persons in the past sixty days.

(d) No person(s) other than the Reporting Persons, the Cat Rock Funds and their investors is known to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the Ordinary Shares beneficially owned by the Reporting Persons.

(e) This Item 5(e) is not applicable.

 

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.

	CAT ROCK CAPITAL MANAGEMENT LP
	By:	/s/ Alexander Captain
		Name: Alexander Captain
		Title:   Chief Executive Officer

October 14, 2021

Attention: Intentional misstatements or omissions of act constitute federal violations (see 18 U.S.C. 1001).

 

EXHIBIT A

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13D with respect to the Ordinary Shares of Just Eat Takeaway.com N.V., dated as of October 14, 2021, is, and any amendments thereto (including amendments on Schedule 13G) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.

October 14, 2021

EXHIBIT B

SCHEDULE OF TRANSACTIONS

Each of the following transactions was effected all of which were effected in the open market through a broker.

---