UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 12)*
LyondellBasell Industries N.V.
(Name of Issuer)
Ordinary shares, par value €0.04 per share
(Title of Class of Securities)
N53745100
(CUSIP Number)
Alejandro Moreno
c/o Access Industries, Inc.
40 West 57th Street, 28th Floor
New York, New York 10019
(212) 247-6400
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
July 12, 2019
(Date of Event which Requires Filing of this Statement)
If the filing person 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 Rules 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐
CUSIP No. N53745100
| 1 | NAME OF REPORTING PERSON.
AI International Chemicals S.à r.l. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
41,144,973 shares | ||||
| 8 | SHARED VOTING POWER
35,548,394 shares | |||||
| 9 | SOLE DISPOSITIVE POWER
41,144,973 shares | |||||
| 10 | SHARED DISPOSITIVE POWER
35,548,394 shares | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
76,693,367 shares | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);
22.88%(1) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO (Limited Liability Company) | |||||
| (1) | All percentages are based on an aggregate of 335,181,347 ordinary shares issued and outstanding as of July 9, 2019, which is the difference obtained by subtracting the 35,144,596 ordinary shares purchased by the Issuer in the tender offer completed July 9, 2019, as reported in the Issuer’s press release dated July 12, 2019, from the 370,325,943 ordinary shares outstanding as of May 31, 2019, as reported in the Offer to Purchase, filed as exhibit 99(a)(1)(A) to the Schedule TO filed by the Issuer on June 10, 2019. |
CUSIP No. N53745100
| 1 | NAME OF REPORTING PERSON.
Len Blavatnik | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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 shares | ||||
| 8 | SHARED VOTING POWER
76,693,367 shares | |||||
| 9 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 10 | SHARED DISPOSITIVE POWER
76,693,367 shares | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
76,693,367 shares | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);
22.88%(1) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
| (1) | All percentages are based on an aggregate of 335,181,347 ordinary shares issued and outstanding as of July 9, 2019, which is the difference obtained by subtracting the 35,144,596 ordinary shares purchased by the Issuer in the tender offer completed July 9, 2019, as reported in the Issuer’s press release dated July 12, 2019, from the 370,325,943 ordinary shares outstanding as of May 31, 2019, as reported in the Offer to Purchase, filed as exhibit 99(a)(1)(A) to the Schedule TO filed by the Issuer on June 10, 2019. |
CUSIP No. N53745100
| 1 | NAME OF REPORTING PERSON.
Access Industries, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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 shares | ||||
| 8 | SHARED VOTING POWER
76,693,367 shares | |||||
| 9 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 10 | SHARED DISPOSITIVE POWER
76,693,367 shares | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
76,693,367 shares | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);
22.88%(1) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO (Limited Liability Company) | |||||
| (1) | All percentages are based on an aggregate of 335,181,347 ordinary shares issued and outstanding as of July 9, 2019, which is the difference obtained by subtracting the 35,144,596 ordinary shares purchased by the Issuer in the tender offer completed July 9, 2019, as reported in the Issuer’s press release dated July 12, 2019, from the 370,325,943 ordinary shares outstanding as of May 31, 2019, as reported in the Offer to Purchase, filed as exhibit 99(a)(1)(A) to the Schedule TO filed by the Issuer on June 10, 2019. |
CUSIP No. N53745100
| 1 | NAME OF REPORTING PERSON.
Access Industries Holdings LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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 shares | ||||
| 8 | SHARED VOTING POWER
76,693,367 shares | |||||
| 9 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 10 | SHARED DISPOSITIVE POWER
76,693,367 shares | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
76,693,367 shares | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);
22.88%(1) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO (Limited Liability Company) | |||||
| (1) | All percentages are based on an aggregate of 335,181,347 ordinary shares issued and outstanding as of July 9, 2019, which is the difference obtained by subtracting the 35,144,596 ordinary shares purchased by the Issuer in the tender offer completed July 9, 2019, as reported in the Issuer’s press release dated July 12, 2019, from the 370,325,943 ordinary shares outstanding as of May 31, 2019, as reported in the Offer to Purchase, filed as exhibit 99(a)(1)(A) to the Schedule TO filed by the Issuer on June 10, 2019. |
CUSIP No. N53745100
| 1 | NAME OF REPORTING PERSON.
Access Industries Management, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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 shares | ||||
| 8 | SHARED VOTING POWER
76,693,367 shares | |||||
| 9 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 10 | SHARED DISPOSITIVE POWER
76,693,367 shares | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
76,693,367 shares | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);
22.88%(1) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO (Limited Liability Company) | |||||
| (1) | All percentages are based on an aggregate of 335,181,347 ordinary shares issued and outstanding as of July 9, 2019, which is the difference obtained by subtracting the 35,144,596 ordinary shares purchased by the Issuer in the tender offer completed July 9, 2019, as reported in the Issuer’s press release dated July 12, 2019, from the 370,325,943 ordinary shares outstanding as of May 31, 2019, as reported in the Offer to Purchase, filed as exhibit 99(a)(1)(A) to the Schedule TO filed by the Issuer on June 10, 2019. |
CUSIP No. N53745100
| 1 | NAME OF REPORTING PERSON.
AI Investments Holdings LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
5,100,000 shares | ||||
| 8 | SHARED VOTING POWER
71,593,367 shares | |||||
| 9 | SOLE DISPOSITIVE POWER
5,100,000 shares | |||||
| 10 | SHARED DISPOSITIVE POWER
71,593,367 shares | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
76,693,367 shares | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);
22.88%(1) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO (Limited Liability Company) | |||||
| (1) | All percentages are based on an aggregate of 335,181,347 ordinary shares issued and outstanding as of July 9, 2019, which is the difference obtained by subtracting the 35,144,596 ordinary shares purchased by the Issuer in the tender offer completed July 9, 2019, as reported in the Issuer’s press release dated July 12, 2019, from the 370,325,943 ordinary shares outstanding as of May 31, 2019, as reported in the Offer to Purchase, filed as exhibit 99(a)(1)(A) to the Schedule TO filed by the Issuer on June 10, 2019. |
Amendment No. 12 to Schedule 13D
This amendment to Schedule 13D is being filed by AI International Chemicals S.à r.l. (“AIIC”), Len Blavatnik, Access Industries, LLC, Access Industries Holdings LLC, Access Industries Management, LLC and AI Investments Holdings LLC (“AIIH”) (collectively, the “Reporting Persons”, and each, a “Reporting Person”) to report an increase in the aggregate percentage of ordinary shares of LyondellBasell Industries N.V. (the “Issuer”) held by the Reporting Persons solely as a result of a decrease in the number of ordinary shares outstanding to 335,181,347 ordinary shares following the completion of the Issuer’s purchase of 35,144,596of its ordinary shares in a tender offer.
The Schedule 13D (the “Schedule”) filed with the Securities and Exchange Commission on January 10, 2011, as amended and supplemented by Amendment No. 1, filed February 23, 2011, Amendment No. 2, filed on February 16, 2012, Amendment No. 3, filed on December 17, 2012, Amendment No. 4, filed on August 5, 2013 Amendment No. 5, filed on December 31, 2014, Amendment No. 6, filed on June 10, 2015, Amendment No. 7, filed on March 17, 2016, Amendment No. 8, filed on February 6, 2017, Amendment No. 9, filed on February 14, 2017, Amendment No. 10, filed on January 8, 2018 and Amendment No. 11, filed on November 14, 2018 is hereby amended and supplemented by the Reporting Persons as set forth below in this Amendment No. 12. This amendment is filed by the Reporting Persons in accordance with Rule13d-2 of the Securities Exchange Act of 1934, as amended, and refers only to information that has materially changed since the filing of the Schedule 13D. The items identified below, or the particular paragraphs of such items which are identified below, are amended as set forth below. Unless otherwise indicated, all capitalized terms used and not defined herein have the respective meanings assigned to them in the Schedule.
| Item 5 | Interest in Securities of the Issuer |
The disclosure in Items 5(a) and 5(b) is hereby amended and restated in its entirety to read as follows:
(a) and (b) The responses of each of the Reporting Persons with respect to Rows 11, 12, and 13 of the cover pages of this Schedule 13D that relate to the aggregate number and percentage of ordinary shares (including but not limited to footnotes to such information) are incorporated herein by reference.
The responses of each of the Reporting Persons with respect to Rows 7, 8, 9, and 10 of the cover pages of this Schedule 13D that relate to the number of ordinary shares as to which each of the persons or entities referenced in Item 2 above has sole or shared power to vote or to direct the vote of and sole or shared power to dispose of or to direct the disposition of (including but not limited to footnotes to such information) are incorporated herein by reference.
The 76,693,367 ordinary shares reported in this Schedule 13D include (i) 41,144,973 ordinary shares owned directly by AIIC, (ii) 3,522,699 ordinary shares owned directly by AIPH Holdings LLC, (iii) 16,000,000 ordinary shares owned directly by AI European Holdings S.à r.l. (“AIEH”), (iv) 74,028 ordinary shares owned directly by Altep 2010 L.P. (“Altep 2010”), (v) 74,754 ordinary shares owned directly by Altep 2011 L.P. (“Altep 2011”), (vi) 72,772 ordinary shares owned directly by Altep 2014 L.P. (“Altep 2014”), (vii) 10,456,829 ordinary shares owned directly by AI Chemical Holdings LLC, (viii) 5,100,000 ordinary shares owned directly by AIIH and (ix) 247,312 ordinary shares owned directly by AI Altep Investments LLC.
Each of AIIH, Access Industries, LLC, Access Industries Holdings LLC, Access Industries Management, LLC and Len Blavatnik may be deemed to beneficially own, and share investment and voting power over, the ordinary shares held directly by AIIC because (i) Mr. Blavatnik controls Access Industries Management, LLC and a majority of the outstanding voting interests in Access Industries, LLC, (ii) Access Industries Management, LLC controls Access Industries, LLC, Access Industries Holdings LLC and AIIH, which controls a majority of the outstanding voting interests in AIIC, and (iii) Access Industries Holdings LLC controls a majority of the outstanding voting interests in AIIH. Each of the Reporting Persons and each of their affiliated entities and the officers, partners, members, and managers thereof, other than AIIC, disclaims beneficial ownership of the shares held directly by AIIC.
Each of Access Industries, LLC, Access Industries Holdings LLC, Access Industries Management, LLC and Len Blavatnik may be deemed to beneficially own and share voting and investment power over the ordinary shares held directly by AIPH Holdings LLC because (i) Access Industries Holdings LLC controls a majority of the outstanding voting interests in AIPH Holdings LLC, (ii) Access Industries, LLC controls a majority of the outstanding voting interests in Access Industries Holdings LLC, (iii) Access Industries Management, LLC controls Access Industries, LLC, Access Industries Holdings LLC and AIPH Holdings LLC, and (iv) Mr. Blavatnik controls Access Industries Management, LLC and a majority of the outstanding voting interests in Access Industries, LLC. Because of its relationships with the other Reporting Persons, AIIC may be deemed to share investment and voting power over the ordinary shares held directly by AIPH Holdings LLC. Each of the Reporting Persons and each of their affiliated entities and the officers, partners, members, and managers thereof, disclaims beneficial ownership of the shares held directly by AIPH Holdings LLC.
Each of Access Industries, LLC, Access Industries Holdings LLC, Access Industries Management, LLC and Len Blavatnik may be deemed to beneficially own and share voting and investment power over the ordinary shares held directly by AIEH because (i) Mr. Blavatnik controls Access Industries Management, LLC and a majority of the voting interests in Access Industries, LLC, (ii) Access Industries Management, LLC controls Access Industries, LLC, Access Industries Holdings LLC and Access Industries Investment Holdings LLC, (iii) Access Industries, LLC controls a majority of the outstanding voting interests in Access Industries Holdings LLC and controls AI International GP Limited, which is the general partner of AI SMS L.P., which is the sole member of Access Industries Investment Holdings LLC, which controls AI European Holdings GP Limited, which is the general partner of AI European Holdings L.P., which controls AIEH, and (iv) Access Industries Holdings LLC holds a majority of the equity of AI SMS L.P. Each of the Reporting Persons, and each of their affiliated entities and the officers, partners, members, and managers thereof, disclaims beneficial ownership of the shares held by AIEH.
Len Blavatnik may be deemed to beneficially own, and share investment and voting power over, the ordinary shares held directly by Altep 2010, Altep 2011, Altep 2014 and AI Altep Investments LLC because (i) he controls AI Altep Holdings, Inc. and (ii) AI Altep Holdings, Inc. is the general partner of each of Altep 2010, Altep 2011 and Altep 2014 and owns all of the membership interests in AI Altep Investments LLC. Because of their relationships with the other Reporting Persons, each of AIIC, Access Industries Holdings LLC, Access Industries, LLC and Access Industries Management, LLC may be deemed to share investment and voting power over the ordinary shares owned directly by Altep 2010, Altep 2011, Altep 2014 and AI Altep Investments LLC. Each of the Reporting Persons, and each of their affiliated entities and the officers, partners, members, and managers thereof, disclaims beneficial ownership of the ordinary shares held directly by each of Altep 2010, Altep 2011, Altep 2014 and AI Altep Investments LLC.
Each of Access Industries Management, LLC, Access Industries Holdings LLC and Len Blavatnik may be deemed to beneficially own and share voting and investment power over the ordinary shares held directly by AI Chemical Holdings LLC because (i) Mr. Blavatnik controls Access Industries Management, LLC, (ii) Access Industries Holdings LLC owns a majority of the membership interests in RSB 2 Limited which is the sole member of AI Chemical Holdings LLC, and (iii) Access Industries Management, LLC controls AI Chemical Holdings LLC. Because of their relationships with the other Reporting Persons, each of AIIC and Access Industries, LLC may be deemed to share investment and voting power over the ordinary shares beneficially held directly by AI Chemical Holdings LLC. Each of the Reporting Persons, and each of their affiliated entities and the officers, partners, members, and managers thereof, disclaims beneficial ownership of the shares held by AI Chemical Holdings LLC.
Each of Access Industries, LLC, Access Industries Holdings LLC, Access Industries Management, LLC and Len Blavatnik may be deemed to beneficially own, and share investment and voting power over, the ordinary shares held directly by AIIH because (i) Access Industries Holdings LLC controls a majority of the outstanding voting interests in AIIH, (ii) Access Industries, LLC controls a majority of the outstanding voting interests in Access Industries Holdings LLC, (iii) Access Industries Management, LLC controls Access Industries, LLC, Access Industries Holdings LLC and AIIH, and (iv) Mr. Blavatnik controls Access Industries Management, LLC and a majority of the outstanding voting interests in Access Industries, LLC. Each of the Reporting Persons (other than AIIH) and each of their affiliated entities and the officers, partners, members, and managers thereof, disclaims beneficial ownership of the shares held directly by AIIH.
| Item 7 | Materials to Be Filed as Exhibits |
The disclosure in Item 7 is hereby supplemented by adding the following in appropriate numerical order:
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.
| Date: July 15, 2019 | ||
| AI INTERNATIONAL CHEMICALS S.À R.L. | ||
| By: | /s/ ALEJANDRO MORENO | |
| Name: | Alejandro Moreno | |
| Title: | Class A Manager | |
| LEN BLAVATNIK | ||
| By: | /s/ ALEJANDRO MORENO | |
| Name: | Alejandro Moreno | |
| Title: | Attorney-in-Fact | |
| ACCESS INDUSTRIES HOLDINGS LLC | ||
| By: Access Industries Management, LLC, its manager | ||
| By: | /s/ ALEJANDRO MORENO | |
| Name: | Alejandro Moreno | |
| Title: | Executive Vice President | |
| ACCESS INDUSTRIES, LLC | ||
| By: Access Industries Management, LLC, its manager | ||
| By: | /s/ ALEJANDRO MORENO | |
| Name: | Alejandro Moreno | |
| Title: | Executive Vice President | |
| ACCESS INDUSTRIES MANAGEMENT, LLC | ||
| By: | /s/ ALEJANDRO MORENO | |
| Name: | Alejandro Moreno | |
| Title: | Executive Vice President | |
| AI INVESTMENTS HOLDINGS LLC | ||
| By: Access Industries Management, LLC, its manager | ||
| By: | /s/ ALEJANDRO MORENO | |
| Name: | Alejandro Moreno | |
| Title: | Executive Vice President | |
