| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
Grifols SA (Name of Issuer) |
Class B Shares (Title of Class of Securities) |
398438408 (CUSIP Number) |
10/08/2024 (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) |
SCHEDULE 13G |
| CUSIP No. | 398438408 |
| 1 | Names of Reporting Persons Permian Investment Partners, LP | ||||||||
| 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 DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 16,567,321.00 | ||||||||
| 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) 6.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN, IA |
Comment for Type of Reporting Person:
Number of shares in items (8) and (9) represents ownership of 16,117,321 ADRs and 450,000 ORDs.
SCHEDULE 13G |
| CUSIP No. | 398438408 |
| 1 | Names of Reporting Persons Permian Master Fund, L.P. | ||||||||
| 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 CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 3,794,669.00 | ||||||||
| 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) 1.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
Number of shares in items (8) and (9) represents ownership of 3,667,088 ADRs and 127,581 ORDs.
SCHEDULE 13G |
| CUSIP No. | 398438408 |
| 1 | Names of Reporting Persons Permian Nautilus Master Fund, LP | ||||||||
| 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 CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 3,483,054.00 | ||||||||
| 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) 1.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
Number of shares in items (8) and (9) represents ownership of 3,347,327 ADRs and 135,727 ORDs.
SCHEDULE 13G |
| CUSIP No. | 398438408 |
| 1 | Names of Reporting Persons Permian Treble Master Fund, LP | ||||||||
| 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 DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 3,433,647.00 | ||||||||
| 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) 1.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
Number of shares in items (8) and (9) represents ownership of 3,433,647 ADRs.
SCHEDULE 13G |
| CUSIP No. | 398438408 |
| 1 | Names of Reporting Persons Permian GP, LLC | ||||||||
| 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 DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 10,711,370.00 | ||||||||
| 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) 4.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) HC |
Comment for Type of Reporting Person:
Number of shares in items (8) and (9) represents ownership of 10,448,062 ADRs and 263,308 ORDs.
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Grifols SA | |
| (b) | Address of issuer's principal executive
offices: 1585 BROADWAY, SUITE 2376, NEW YORK, NEW YORK, 10036. | |
| Item 2. | ||
| (a) | Name of person filing: This statement is being jointly filed by and on behalf of each of Permian Investment Partners, LP, a Delaware limited partnership ('Permian'); Permian Master Fund, L.P., a Cayman Islands limited partnership, Permian Nautilus Master Fund, LP, a Cayman Islands limited partnership, Permian Treble Master Fund, LP, a Delaware limited partnership, (collectively 'Permian Funds'); and Permian GP, LLC, a Delaware limited liability company, ('Fund General Partner').
The Permian Funds and separately managed accounts on behalf of investment advisory clients ('Managed Accounts') of Permian are the record and direct beneficial owners of the securities covered by this statement. The Fund General Partner is the general partner of, and may be deemed to beneficially own securities owned by, Permian Funds. As the investment adviser to Permian Funds and Managed Accounts, Permian may be deemed to beneficially own the securities covered by this statement.
Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.
Each reporting person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for the purposes of Section 13(d) or 13(g) of the Act. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the issuer or otherwise with respect to the issuer or any securities of the issuer or (ii) a member of any group with respect to the issuer or any securities of the issuer.
| |
| (b) | Address or principal business office or, if
none, residence: 3401 Armstrong Ave, Dallas, Texas, 75205 | |
| (c) | Citizenship: See Item 4 on the cover page(s) hereto. | |
| (d) | Title of class of securities: Class B Shares | |
| (e) | CUSIP No.: 398438408 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: See Item 9 on the cover page(s) hereto. | |
| (b) | Percent of class: The percentage calculated in Item 11 is based on 261,425,110 shares of Class B outstanding as of December 31, 2023, as reported in the Issuer's Annual Report on Form 20-F for the calendar year ended December 31, 2023, and as filed with the SEC on April 19, 2024. % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: See Item 5 on the cover page(s) hereto. | ||
| (ii) Shared power to vote or to direct the
vote: See Item 6 on the cover page(s) hereto. | ||
| (iii) Sole power to dispose or to direct the
disposition of: See Item 7 on the cover page(s) hereto. | ||
| (iv) Shared power to dispose or to direct the
disposition of: See Item 8 on the cover page(s) hereto. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 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: |
By signing below I certify that, to the best of my 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, other than activities solely in connection with a nomination under § 240.14a-11.
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| 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. |
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