trivago (TRVG) 20-F/A 2016 FY Annual report (foreign) (amended)

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 20-F/A

(Amendment No.1)

¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2016

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

¨ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report

For the transition period from to

Commission file number: 001-37959

trivago N.V.

(Exact name of Registrant as specified in its charter and translation of Registrant’s name into English)

The Netherlands

(Jurisdiction of incorporation or organization)

Bennigsen-Platz 1

40474 Düsseldorf

Federal Republic of Germany

+49 211 54065110

(Address of principal executive offices)

Rolf Schrömgens

Bennigsen-Platz 1

40474 Düsseldorf

Federal Republic of Germany

+49 211 54065110

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
American Depositary Shares, each representing one Class A share, nominal value €0.06 per share	The NASDAQ Stock Market LLC
Class A shares, nominal value €0.06 per share*	The NASDAQ Stock Market LLC*

* Not for trading, but only in connection with the registration of the American Depositary Shares.

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

30,026,635 Class A shares

209,008,088 Class B shares

(as of December 31, 2016)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    ¨  Yes    x  No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.    ¨  Yes    x  No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    x  Yes    ¨  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    x  Yes    ¨  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  ¨                 Accelerated filer  ¨                Non-accelerated filer  x

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP  x International Financial Reporting Standards as issued by the International Accounting Standards Board  ¨ Other   ¨

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:    ¨  Item 17    ¨  Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    ¨  Yes    x  No

Explanatory Note

We are filing this amendment to our annual report on Form 20-F for the fiscal year ended December 31, 2016 (the “2016 Form 20-F”) to provide Interactive Data File disclosure as Exhibit 101 hereto in accordance with Rule 405 of Regulation S-T. This Exhibit 101 was not previously filed.

This Form 20-F/A speaks as of the filing date of the 2016 Form 20-F on March 9, 2017. Other than as expressly set forth above, this Form 20-F/A does not, and does not purport to, amend, update or restate the information in any other item of the 2016 Form 20-F, or reflect any events that have occurred after the 2016 Form 20-F was originally filed.

Item 19 Exhibits

The following exhibits are filed as part of our annual report:

Exhibit Number	Exhibit Description	Incorporated by Reference						Provided Herewith
		Form			Number		File Number
1.1	English translation of Form of Articles of Association of trivago N.V.		F-1	11/14/2016		3.3	333- 214591
2.1	Form of Amended and Restated Shareholders’ Agreement of trivago N.V.		F-1/A	12/5/2016		4.1	333- 214591
2.2	Form of IPO Structuring Agreement by and among the Founders, Expedia LPS Lodging Partner Services S.à.r.l., travel B.V. and trivago GmbH.		F-1/A	12/5/2016		4.2	333- 214591
2.2	Form of Deposit Agreement.		F-1/A	12/5/2016		4.3	333- 214591
2.3	Form of American Depositary Receipt (included in Exhibit 2.2).		F-1/A	12/5/2016		4.4	333- 214591
4.1	Form of management board member Indemnification Agreement for management board members as of November 2016.		F-1/A	12/5/2016		10.1	333- 214591
4.2	Letter Agreement Regarding Uncommitted Credit Facility by and between trivago GmbH and Bank of America Merrill Lynch International Ltd., dated September 5, 2014, as amended December 19, 2014.		F-1/A	12/5/2016		10.2	333- 214591
4.3	Lease Agreement between BF Real I.S. / DB Real Estate Immobilienverwaltung Objekte and trivago GmbH, dated March 1, 2015.		F-1/A	12/5/2016		10.3	333- 214591
4.4	English translation of Commercial Lease Agreement between Warburg-Henderson Kapitalanlagegesellschaft für Immobilien mbH and trivago GmbH, dated September 15, 2011.		F-1/A	12/5/2016		10.4	333- 214591

1

4.5	English translation of Commercial Lease Agreement between Allianz Sky Office Düsseldorf and trivago GmbH, dated November 26, 2013.	F-1/A	12/5/2016	10.5	333- 214591
4.6	English translation of Lease Agreement between Jupiter EINHUNDERTVIERUNDFÜNFZIG GmbH and trivago GmbH, dated July 23, 2015.	F-1/A	12/5/2016	10.6	333- 214591
4.7	Data Hosting Services Agreement by and between Expedia, Inc. and trivago GmbH, dated May 1, 2013.	F-1/A	12/5/2016	10.7	333- 214591
4.8	Services and Support Agreement by and between Expedia LPS Lodging Partner Services Sarl and trivago GmbH, dated September 1, 2016.	F-1/A	12/5/2016	10.8	333- 214591
4.9	Amended and Restated trivago N.V. 2016 Omnibus Incentive Plan.	20-F	3/9/2017	4.9	001-37959
4.10	Form of Indemnification Agreement for supervisory board, management board and certain other officers.	F-1/A	12/5/2016	10.11	333- 214591
8.1	List of Subsidiaries.	F-1	11/14/2016	21.1	333-214591
12.1	Certification by Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	20-F	3/9/2017	12.1	001-37959
12.2	Certification by Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	20-F	3/9/2017	12.2	001-37959
13.1	Certification by Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	20-F	3/9/2017	13.1	001-37959
15.1	Consent of Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft.	20-F	3/9/2017	15.1	001-37959
101. INS	XBRL Instance Document					X
101. SCH	XBRL Taxonomy Extension Schema					X
101. CAL	XBRL Taxonomy Extension Schema Calculation Linkbase					X
101. DEF	XBRL Taxonomy Extension Schema Definition Linkbase					X
101.LAB	XBRL Taxonomy Extension Schema Label Linkbase					X

2

101.PRE XBRL Taxonomy Extension Schema Presentation Linkbase X

3

Signatures

The Registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Form 20-F/A on its behalf.

trivago N.V.
By:	/s/ Rolf Schrömgens
	Rolf Schrömgens
	Chief Executive Officer, Managing Director
Date:	4/7/2017
By:	/s/ Axel Hefer
	Axel Hefer
	Chief Financial Officer, Managing Director
Date:	4/7/2017

4