Filing Details
- Accession Number:
- 0001140361-24-005666
- Form Type:
- 13D Filing
- Publication Date:
- 2024-02-04 19:00:00
- Filed By:
- Viking Global
- Company:
- Cazoo Group Ltd
- Filing Date:
- 2024-02-05
- SEC Url:
- 13D 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 |
---|---|---|---|---|---|---|
VIKING GLOBAL INVESTORS | 0 | 2,142,728 | 0 | 2,142,728 | 2,142,728 | 43.8% |
Viking Global Performance | 0 | 2,142,728 | 0 | 2,142,728 | 2,142,728 | 43.8% |
Viking Global Equities Master Ltd | 0 | 2,099,874 | 0 | 2,099,874 | 2,099,874 | 42.9% |
Viking Global Equities II | 0 | 42,854 | 0 | 42,854 | 42,854 | 0.9% |
O. ANDREAS HALVORSEN | 0 | 2,142,728 | 0 | 2,142,728 | 2,142,728 | 43.8% |
DAVID C. OTT | 0 | 2,142,728 | 0 | 2,142,728 | 2,142,728 | 43.8% |
ROSE S. SHABET | 0 | 2,142,728 | 0 | 2,142,728 | 2,142,728 | 43.8% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
Cazoo Group Ltd.
(Name of Issuer)
Class A Ordinary Shares, par value $0.20 per share
(Title of Class of Securities)
G2007L121
(CUSIP Number)
Andrew Genser
General Counsel
600 Washington Boulevard, Floor 11
Stamford, Connecticut 06901
212-672-7050
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 1, 2024
(Date of Event which Requires Filing of this Statement)
If the filing persons 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 Rule 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 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 the disclosures provided in a prior cover page.
The information required in 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).
Schedule 13D | |
CUSIP No.: G2007L121 | Page 2 of 10 Pages |
1 | NAMES OF REPORTING PERSONS | | | ||
VIKING GLOBAL INVESTORS LP | | | |||
| | ||||
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 | | | ||
Delaware | | | |||
| | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
0 | | | |||
| | ||||
8 | SHARED VOTING POWER | | | ||
2,142,728 (1) | | | |||
| | ||||
9 | SOLE DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
10 | SHARED DISPOSITIVE POWER | | | ||
2,142,728 (1) | | | |||
| | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
2,142,728 (1) | | | |||
| | ||||
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) | | | ||
43.8% (2) | | | |||
| | ||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
PN | | | |||
| |
1. See Item 5 of the Schedule 13D.
2. This beneficial ownership percentage is calculated based on 4,891,002 Ordinary Shares expected to be outstanding after giving effect to each of the December 2023 Reverse Stock Split (as defined
herein) and the issuance of the New Shares (as defined herein), as reported in the Issuer’s current report on Form 6-K filed with the U.S. Securities and Exchange Commission (the “Commission”) on December 7, 2023.
Schedule 13D | |
CUSIP No.: G2007L121 | Page 3 of 10 Pages |
1 | NAMES OF REPORTING PERSONS | | | ||
Viking Global Performance LLC | | | |||
| | ||||
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 | | | ||
Delaware | | | |||
| | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
0 | | | |||
| | ||||
8 | SHARED VOTING POWER | | | ||
2,142,728 (1) | | | |||
| | ||||
9 | SOLE DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
10 | SHARED DISPOSITIVE POWER | | | ||
2,142,728 (1) | | | |||
| | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
2,142,728 (1) | | | |||
| | ||||
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) | | | ||
43.8% (2) | | | |||
| | ||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
OO | | | |||
| |
1. See Item 5 of the Schedule 13D.
2. This beneficial ownership percentage is calculated based on 4,891,002 Ordinary Shares expected to be outstanding after giving effect to each of the December 2023 Reverse Stock Split and the
issuance of the New Shares, as reported in the Issuer’s current report on Form 6-K filed with the Commission on December 7, 2023.
Schedule 13D | |
CUSIP No.: G2007L121 | Page 4 of 10 Pages |
1 | NAMES OF REPORTING PERSONS | | | ||
Viking Global Equities Master Ltd. | | | |||
| | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
(b) | ☒ | ||||
| | ||||
3 | SEC USE ONLY | | | ||
| | | |||
| | ||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
WC | | | |||
| | ||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| | ||||
| | ||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
Cayman Islands | | | |||
| | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
0 | | | |||
| | ||||
8 | SHARED VOTING POWER | | | ||
2,099,874 (1) | | | |||
| | ||||
9 | SOLE DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
10 | SHARED DISPOSITIVE POWER | | | ||
2,099,874 (1) | | | |||
| | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
2,099,874 (1) | | | |||
| | ||||
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) | | | ||
42.9% (2) | | | |||
| | ||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
CO | | | |||
| |
1. See Item 5 of the Schedule 13D.
2. This beneficial ownership percentage is calculated based on 4,891,002 Ordinary Shares expected to be outstanding after giving effect to each of the December 2023 Reverse Stock Split and the
issuance of the New Shares, as reported in the Issuer’s current report on Form 6-K filed with the Commission on December 7, 2023.
Schedule 13D | |
CUSIP No.: G2007L121 | Page 5 of 10 Pages |
1 | NAMES OF REPORTING PERSONS | | | ||
Viking Global Equities II LP | | | |||
| | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
(b) | ☒ | ||||
| | ||||
3 | SEC USE ONLY | | | ||
| | | |||
| | ||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
WC | | | |||
| | ||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 | | | |
0 | | | |||
| | ||||
8 | SHARED VOTING POWER | | | ||
42,854 (1) | | | |||
| | ||||
9 | SOLE DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
10 | SHARED DISPOSITIVE POWER | | | ||
42,854 (1) | | | |||
| | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
42,854 (1) | | | |||
| | ||||
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) | | | ||
0.9% (2) | | | |||
| | ||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
PN | | | |||
| |
1. See Item 5 of the Schedule 13D.
2. This beneficial ownership percentage is calculated based on 4,891,002 Ordinary Shares expected to be outstanding after giving effect to each of the December 2023 Reverse Stock Split and the
issuance of the New Shares, as reported in the Issuer’s current report on Form 6-K filed with the Commission on December 7, 2023.
Schedule 13D | |
CUSIP No.: G2007L121 | Page 6 of 10 Pages |
1 | NAMES OF REPORTING PERSONS | | | ||
O. ANDREAS HALVORSEN | | | |||
| | ||||
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 | | | ||
Norway | | | |||
| | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
0 | | | |||
| | ||||
8 | SHARED VOTING POWER | | | ||
2,142,728 (1) | | | |||
| | ||||
9 | SOLE DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
10 | SHARED DISPOSITIVE POWER | | | ||
2,142,728 (1) | | | |||
| | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
2,142,728 (1) | | | |||
| | ||||
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) | | | ||
43.8% (2) | | | |||
| | ||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
IN | | | |||
| |
1. See Item 5 of the Schedule 13D.
2. This beneficial ownership percentage is calculated based on 4,891,002 Ordinary Shares expected to be outstanding after giving effect to each of the December 2023 Reverse Stock Split and the
issuance of the New Shares, as reported in the Issuer’s current report on Form 6-K filed with the Commission on December 7, 2023.
Schedule 13D | |
CUSIP No.: G2007L121 | Page 7 of 10 Pages |
1 | NAMES OF REPORTING PERSONS | | | ||
DAVID C. OTT | | | |||
| | ||||
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 | | | ||
2,142,728 (1) | | | |||
| | ||||
9 | SOLE DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
10 | SHARED DISPOSITIVE POWER | | | ||
2,142,728 (1) | | | |||
| | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
2,142,728 (1) | | | |||
| | ||||
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) | | | ||
43.8% (2) | | | |||
| | ||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
IN | | | |||
| |
1. See Item 5 of the Schedule 13D.
2. This beneficial ownership percentage is calculated based on 4,891,002 Ordinary Shares expected to be outstanding after giving effect to each of the December 2023 Reverse Stock Split and the
issuance of the New Shares, as reported in the Issuer’s current report on Form 6-K filed with the Commission on December 7, 2023.
Schedule 13D | |
CUSIP No.: G2007L121 | Page 8 of 10 Pages |
1 | NAMES OF REPORTING PERSONS | | | ||
ROSE S. SHABET | | | |||
| | ||||
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 | | | ||
2,142,728 (1) | | | |||
| | ||||
9 | SOLE DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
10 | SHARED DISPOSITIVE POWER | | | ||
2,142,728 (1) | | | |||
| | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
2,142,728 (1) | | | |||
| | ||||
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) | | | ||
43.8% (2) | | | |||
| | ||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
IN | | | |||
| |
1. See Item 5 of the Schedule 13D.
2. This beneficial ownership percentage is calculated based on 4,891,002 Ordinary Shares expected to be outstanding after giving effect to each of the December 2023 Reverse Stock Split and the
issuance of the New Shares, as reported in the Issuer’s current report on Form 6-K filed with the Commission on December 7, 2023.
Schedule 13D | |
CUSIP No.: G2007L121 | Page 9 of 10 Pages |
EXPLANATORY NOTE
Pursuant to Rule 13d-2 of the Securities Exchange Act of 1934, as amended, this Amendment No. 11 to the Schedule 13D (“Amendment No. 11”) amends certain items of the Schedule 13D
filed with the Commission on September 19, 2022, as amended and supplemented by Amendment No. 1 filed with the Commission on November 10, 2022, Amendment No. 2 filed with the Commission on February 27, 2023, Amendment No. 3 filed with the Commission
on March 21, 2023, Amendment No. 4 filed with the Commission on April 27, 2023, Amendment No. 5 filed with the Commission on May 16, 2023, Amendment No. 6 filed with the Commission on June 16, 2023, Amendment No. 7 filed with the Commission on
September 22, 2023, Amendment No. 8 filed with the Commission on November 7, 2023, Amendment No. 9 filed with the Commission on November 22, 2023, and Amendment No. 10 filed with the Commission on December 8, 2023 (collectively, the “Schedule 13D”),
relating to the Class A Ordinary Shares, par value $0.20 per share (the “Ordinary Shares”), of Cazoo Group Ltd., a Cayman Islands exempted company (the “Issuer” or the “Company”). All capitalized terms contained herein but not otherwise defined
shall have the meanings ascribed to such terms in the Schedule 13D.
Item 4. | Purpose of Transaction |
Item 4 of the Schedule 13D is hereby amended and restated in its entirety as follows:
On February 1, 2024, the Reporting Persons exercised their right under the New Investor Rights Agreement to nominate a director to the Company’s board of directors by sending a
designation letter (the “Designation Letter”) to the Company, in which the Reporting Persons designated Paul Woolf, the Company’s current Chief Financial Officer, to serve as a Class I director on the Company’s board of directors. A copy of the
Designation Letter is filed as Exhibit 16 to this Schedule 13D and is incorporated by reference herein.
Item 6. | Contracts, Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer |
Item 6 of the Schedule 13D is hereby amended and supplemented as follows:
The response to Item 4 of this Amendment No. 11 is incorporated by reference herein.
Except as otherwise set forth in the Schedule 13D, as amended by this Amendment No. 11, there are no contracts, arrangements, understandings or relationships between the
Reporting Persons named in Item 2 and any other person with respect to any securities of the Issuer.
Item 7. | Material to be Filed as Exhibits |
Item 7 of the Schedule 13D is hereby amended and supplemented as follows:
Exhibit 16 – Designation Letter, dated February 1, 2024.
Schedule 13D | |
CUSIP No.: G2007L121 | Page 10 of 10 Pages |
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.
By: | /s/ Scott M. Hendler | ||
Name: | Scott M. Hendler on behalf of O. Andreas Halvorsen (1) | ||
By: | /s/ Scott M. Hendler | ||
Name: | Scott M. Hendler on behalf of David C. Ott (2) | ||
By: | /s/ Scott M. Hendler | ||
Name: | Scott M. Hendler on behalf of Rose S. Shabet (3) |
(1) Scott M. Hendler is signing on behalf of O. Andreas Halvorsen, individually and as an Executive Committee Member of VIKING GLOBAL PARTNERS LLC, on behalf of VIKING GLOBAL INVESTORS LP, and as
an Executive Committee Member of VIKING GLOBAL PERFORMANCE LLC, and on behalf of itself and VIKING GLOBAL EQUITIES II LP and VIKING GLOBAL EQUITIES MASTER LTD., pursuant to an authorization and designation letter dated February 9, 2021, which was
previously filed with the Commission as an exhibit to a Form 13G filed by Mr. Halvorsen on February 12, 2021 (SEC File No. 005-49737).
(2) Scott M. Hendler is signing on behalf of David C. Ott, individually and as an Executive Committee Member of VIKING GLOBAL PARTNERS LLC, on behalf of VIKING GLOBAL INVESTORS LP, and as an
Executive Committee Member of VIKING GLOBAL PERFORMANCE LLC, and on behalf of itself and VIKING GLOBAL EQUITIES II LP and VIKING GLOBAL EQUITIES MASTER LTD., pursuant to an authorization and designation letter dated February 9, 2021, which was
previously filed with the Commission as an exhibit to a Form 13G filed by Mr. Ott on February 12, 2021 (SEC File No. 005-49737).
(3) Scott M. Hendler is signing on behalf of Rose S. Shabet, individually and as an Executive Committee Member of VIKING GLOBAL PARTNERS LLC, on behalf of VIKING GLOBAL INVESTORS LP, and as an
Executive Committee Member of VIKING GLOBAL PERFORMANCE LLC, and on behalf of itself and VIKING GLOBAL EQUITIES II LP and VIKING GLOBAL EQUITIES MASTER LTD., pursuant to an authorization and designation letter dated February 9, 2021, which was
previously filed with the Commission as an exhibit to a Form 13G filed by Ms. Shabet on February 12, 2021 (SEC File No. 005-49737).
February 5, 2024
Attention: Intentional misstatements or omissions of fact constitute federal violations (see 18 U.S.C. 1001).