Filing Details

CUSIP NO.  G6564A105

Page 2 of 7 Pages

1.

Names of Reporting Persons

2.

Check the Appropriate Box If a Member of a Group (See Instructions)

a.  

[   ]

b.  

[X]

3.

SEC Use Only

4.

Citizenship or Place of Organization

 

5.

Sole Voting Power

Number of

Shares

 

8,462,281

Beneficially

Owned By

Each

6.

Shared Voting Power

0

Reporting

Person

With

7.

Sole Dispositive Power

8,462,281

 

8.

Shared Dispositive Power

 

 

0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

10.

Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

11.

Percent of Class Represented By Amount in Row (9)

12.

Type of Reporting Person (See Instructions)

CUSIP NO.  G6564A105

Page 3 of 7 Pages

1.

Names of Reporting Persons

2.

Check the Appropriate Box If a Member of a Group (See Instructions)

a.  

[   ]

b.  

[X]

3.

SEC Use Only

4.

Citizenship or Place of Organization

 

5.

Sole Voting Power

Number of

Shares

 

8,462,281

Beneficially

Owned By

Each

6.

Shared Voting Power

0

Reporting

Person

With

7.

Sole Dispositive Power

8,462,281

 

8.

Shared Dispositive Power

 

 

0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

10.

Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

11.

Percent of Class Represented By Amount in Row (9)

12.

Type of Reporting Person (See Instructions)

CUSIP NO.  G6564A105

Page 4 of 7 Pages

Item 1(a).

Name of Issuer:

 

 

 

Nomad Foods Limited (the "Issuer").

 

 

Item 1(b).

Address of the Issuer's Principal Executive Offices:

 

 

 

No. 1 New Square

 

Bedfont Lakes Business Park

 

Feltham, Middlesex TW14 8HA

 

UK

 

 

Item 2(a).

Name of Person Filing

 

 

 

This statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"):

i)  

Corvex Management LP (“Corvex”); and

ii)  

Keith Meister, in his capacity as the control person of the general partner of Corvex (“Mr. Meister”).

 

This statement relates to Shares (as defined below) held for the accounts of certain private investment funds for which Corvex acts as investment adviser.

Item 2(b).

Address of Principal Business Office or, if None, Residence:

 

 

 

The address of the principal business office of each of the Reporting Persons is 667 Madison Avenue, New York, NY 10065.

Item 2(c).

Citizenship:

i)  

Corvex is a Delaware limited partnership; and

ii)  

Mr. Meister is a citizen of the United States of America.

Item 2(d).

Title of Class of Securities:

 

 

Ordinary Shares, no par value per share (the “Shares”).

 

Item 2(e).

CUSIP Number:

 

 

 

G6564A105

CUSIP NO.  G6564A105

Page 5 of 7 Pages

Item 3.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

 

Corvex is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, the general partner of which is controlled by Mr. Meister.

 

 

Item 4.

Ownership:

 

 

Item 4(a).

Amount Beneficially Owned:

 

 

 

As of the Date of Event, each of the Reporting Persons may be deemed to be the beneficial owner of 8,462,281 Shares.

 

 

Item 4(b).

Percent of Class:

 

 

 

Based on the 173,997,436 Shares outstanding following the issuance of Shares in the share dividend that was approved by the Issuer’s Board of Directors on December 29, 2017, as reported in the Issuer’s Form 6-K filed with the Securities and Exchange Commission on January 2, 2018, the 8,462,281 Shares reported above represent approximately 4.9% of the total number of Shares outstanding.  Upon the issuance of the Shares in the share dividend on January 2, 2018, the Reporting Persons ceased to be beneficial owners of greater than 5% of the outstanding Shares.

 

 

Item 4(c).

Number of shares as to which such person has:

 

 

 

 

(i)

Sole power to vote or direct the vote

8,462,281

 

(ii)

Shared power to vote or to direct the vote

0

 

(iii)

Sole power to dispose or to direct the disposition of

8,462,281

 

(iv)

Shared power to dispose or to direct the disposition of

0

 

 

(i)

Sole power to vote or direct the vote

8,462,281

 

(ii)

Shared power to vote or to direct the vote

0

 

(iii)

Sole power to dispose or to direct the disposition of

8,462,281

 

(iv)

Shared power to dispose or to direct the disposition of

0

CUSIP NO.  G6564A105

Page 6 of 7 Pages

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 Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following [X].

 

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person:

 

 

 

The limited partners of (or investors in) the private investment funds for which Corvex acts as investment adviser have the right to participate in the receipt of dividends from, and proceeds from the sale of, the Shares held for the accounts of such funds in accordance with their respective limited partnership interest (or investment percentages) in such funds.

 

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:

 

 

 

See Item 3.

 

 

Item 8.

Identification and Classification of Members of the Group:

 

 

 

This Item 8 is not applicable.

 

 

Item 9.

Notice of Dissolution of Group:

 

 

 

This Item 9 is not applicable.

 

 

Item 10.

Certification:

 

By signing below each of the Reporting Persons certifies that, to the best of such person's knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

CUSIP NO.  G6564A105

Page 7 of 7 Pages

Date:  February 14, 2018

CORVEX MANAGEMENT LP

 

 

 

By:  /s/ Keith Meister

 

Keith Meister

 

Managing Partner

Date:  February 14, 2018

KEITH MEISTER

 

 

 

By:  /s/ Keith Meister