Filing Details
- Accession Number:
- 0001104659-18-009797
- Form Type:
- 13G Filing
- Publication Date:
- 2018-02-14 17:14:52
- Filed By:
- Huntsman Corp
- Company:
- Venator Materials Plc
- Filing Date:
- 2018-02-14
- SEC Url:
- 13G Filing
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 |
|---|---|---|---|---|---|---|
| Huntsman Corporation | 56,452,957 | 0 | 56,452,957 | 0 | 56,452,957 | 53.1% |
| Huntsman (Holdings) Netherlands B.V | 56,452,957 | 0 | 56,452,957 | 0 | 56,452,957 | 53.1% |
|
| UNITED STATES |
|
|
| SECURITIES AND EXCHANGE COMMISSION |
|
|
| Washington, D.C. 20549 |
|
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Venator Materials PLC
(Name of Issuer)
Ordinary Shares, par value $0.001 per share
(Title of Class of Securities)
G9329Z100
(CUSIP Number)
December 31, 2017
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| o | Rule 13d-1(b) |
| o | Rule 13d-1(c) |
| x | 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 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).
| CUSIP No. G9329Z100 | |||||
|
| |||||
|
| 1 | Name of Reporting Person: | |||
|
| |||||
|
| 2 | Check the Appropriate Box if a Member of a Group | |||
|
|
| (a) | o | ||
|
|
| (b) | o | ||
|
| |||||
|
| 3 | SEC Use Only | |||
|
| |||||
|
| 4 | Citizenship or Place of Organization | |||
|
|
|
| |||
| Number of | 5 | Sole Voting Power | |||
|
| |||||
| 6 | Shared Voting Power | ||||
|
| |||||
| 7 | Sole Dispositive Power | ||||
|
| |||||
| 8 | Shared Dispositive Power | ||||
|
| |||||
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
|
| |||||
|
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||
|
| |||||
|
| 11 | Percent of Class Represented by Amount in Row (9) | |||
|
| |||||
|
| 12 | Type of Reporting Person | |||
(1) Represents the 56,452,957 ordinary shares (the Venator Shares), par value $0.001 per share (Ordinary Shares), of Venator Materials PLC (the Issuer), held of record by Huntsman (Holdings) Netherlands B.V. (HHN). HHN is a subsidiary owned by (i) Huntsman International LLC (Huntsman International), which is a direct wholly-owned subsidiary of Huntsman Corporation (Huntsman), and (ii) Huntsman International Financial LLC, which is a direct wholly-owned subsidiary of Huntsman International. Therefore, Huntsman may be deemed to hold voting and dispositive power over the Venator Shares and may also be deemed to be the beneficial owner of such securities.
(2) Based on 106,283,070 Ordinary Shares issued and outstanding as of November 29, 2017, as set forth in the Issuers prospectus dated November 29, 2017, filed with the Securities and Exchange Commission (the SEC) on December 1, 2017 (the Prospectus).
2
| CUSIP No. G9329Z100 | |||||
|
| |||||
|
| 1 | Name of Reporting Person: | |||
|
| |||||
|
| 2 | Check the Appropriate Box if a Member of a Group | |||
|
|
| (a) | o | ||
|
|
| (b) | o | ||
|
| |||||
|
| 3 | SEC Use Only | |||
|
| |||||
|
| 4 | Citizenship or Place of Organization | |||
|
|
|
| |||
| Number of | 5 | Sole Voting Power | |||
|
| |||||
| 6 | Shared Voting Power | ||||
|
| |||||
| 7 | Sole Dispositive Power | ||||
|
| |||||
| 8 | Shared Dispositive Power | ||||
|
| |||||
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
|
| |||||
|
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||
|
| |||||
|
| 11 | Percent of Class Represented by Amount in Row (9) | |||
|
| |||||
|
| 12 | Type of Reporting Person | |||
(1) Represents the Venator Shares, held of record by HHN.
(2) Based on 106,283,070 Ordinary Shares issued and outstanding as of November 29, 2017, as set forth in the Prospectus.
3
| Item 1(a). | Name of Issuer: |
| Item 1(b). | Address of Issuers Principal Executive Offices: Stockton-On-Tees, TS22 5FD, United Kingdom |
|
| |
| Item 2(a). | Names of Persons Filing: (ii) Huntsman (Holdings) Netherlands B.V. |
| Item 2(b). | Address or Principal Business Office or, if none, Residence: The Woodlands, Texas 77380 |
| Item 2(c). | Citizenship: (ii) Huntsman (Holdings) Netherlands B.V. is organized under the laws of the Netherlands. |
| Item 2(d). | Title of Class of Securities: |
| Item 2(e). | CUSIP Number: |
|
| |
| 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: |
|
| Not applicable. |
4
| Item 4. | Ownership: |
|
| The information regarding ownership set forth in Items 5-9 and 11 of each cover page is hereby incorporated herein by reference. |
|
| |
| Item 5. | Ownership of Five Percent or Less of a Class: |
|
| Not applicable. |
|
| |
| 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 or Control Person: |
|
| Not applicable. |
|
| |
| Item 8. | Identification and Classification of Members of the Group: |
|
| Not applicable. |
|
| |
| Item 9. | Notice of Dissolution of Group: |
|
| Not applicable. |
|
| |
| Item 10. | Certifications: |
|
| Not applicable. |
5
EXHIBIT INDEX
| Exhibit No. |
| Description |
|
|
|
|
| 1.1 |
| Joint Filing Agreement dated February 14, 2018. |
6
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.
|
|
|
|
| Dated: February 14, 2018 |
|
|
|
|
|
|
|
|
|
|
|
| HUNTSMAN CORPORATION | |
|
|
|
|
|
| By: | /s/ Brandon Gray |
|
| Name: | Brandon Gray |
|
| Title: | Vice President and Treasurer |
|
|
|
|
|
|
|
|
|
| HUNTSMAN (HOLDINGS) NETHERLANDS B.V. | |
|
|
|
|
|
| By: | /s/ Brandon Gray |
|
| Name: | Brandon Gray |
|
| Title: | Authorized Signatory |
7