UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Spark Networks SE
(Name of Issuer)
American Depository Shares, each representing 0.1 no par value registered Ordinary Shares
(Title of Class of Securities)
846517100
(CUSIP Number)
Arnt Jeschke
Charlottenstrasse 4
Berlin, Germany 10969
49(0)30300131800
With a copy to:
Tamara Thompson
Thompson Legal Advisory Services
229 Brannan Street, Suite 18G
San Francisco, CA 94107
(415) 495-5224
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 27, 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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on 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).
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CUSIP No. 846517100 |
| 13D/A |
| Page 2 of 4 Pages |
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1. |
| NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Rocket Internet SE |
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2. |
| CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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3. |
| SEC USE ONLY |
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4. |
| SOURCE OF FUNDS (see instructions) |
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5. |
| CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] |
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6. |
| CITIZENSHIP OR PLACE OF ORGANIZATION |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
| 7. |
| SOLE VOTING POWER | |||||
| 8. |
| SHARED VOTING POWER | ||||||
| 9. |
| SOLE DISPOSITIVE POWER | ||||||
| 10. |
| SHARED DISPOSITIVE POWER | ||||||
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11. |
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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12. |
| CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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13. |
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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14. |
| TYPE OF REPORTING PERSON (see instructions) |
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(1) Neither the filing of this statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by the reporting person that it is the beneficial owner of any of the Ordinary Shares or ADSs referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934 ("Exchange Act"), or for any other purpose, and such beneficial ownership is expressly disclaimed.
(2) Based on 26,010,365 ADSs outstanding as of July 1, 2019, based on information from the Issuer's Form 6-K filed on July 2, 2019.
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CUSIP No. 846517100 |
| 13D/A |
| Page 3 of 4 Pages |
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Item 1. Security and Issuer.
The class of equity securities to which this statement relates is American Depositary Shares, each representing 0.1 Ordinary Share (the "ADSs"), of Spark Networks SE, a company organized under the laws of Germany (the "Issuer"). The principal executive offices of the Issuer are located at Kohlfurter Straße 41/43, Berlin 10999 Germany.
Note: Rocket Internet SE ("Rocket") initially filed this Schedule 13D on January 8, 2018 and filed Amendment No. 1 to this Schedule 13D on September 5, 2019. The purpose of this Amendment No. 2 is to report the sale of ADSs by Rocket.
Item 5. Interest in Securities of the Issuer.
(a) Rocket is the beneficial owner of 3,106,152 ADSs of the Issuer, which represents approximately 11.94% of the outstanding shares of the ADSs as of July 1, 2019.
Neither the filing of this statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by Rocket that it is the beneficial owner of any ADSs or Ordinary Shares referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.
(b) Rocket has sole voting and dispositive power with respect to the ADSs held by Rocket.
(c) Between September 18, 2019 and September 27, 2019, Rocket sold 259,986 ADSs as follows: 7,986 ADSs at $6.48 on September 18, 2019; 27,600 ADSs at an average sale price of $6.25 on September 19, 2019; 15,700 ADSs at $5.95 on September 20, 2019; 27,800 ADSs at $5.91 on September 23, 2019; 47,100 ADSs at $5.49 on September 24, 2019; 75,700 ADSs at $5.08 on September 25, 2019; 23,313 ADSs at $5.16 on September 26, 2019; and 34,787 ADSs at $5.06 on September 27, 2019. All such sales were made on the open market through a registered broker-dealer.
Rocket has not engaged in any other transactions in Issuer ADSs during the period between the filing of Amendment No. 1 to the Schedule 13D and this Amendment No. 2.
(d) Not applicable.
(e) Not applicable.
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CUSIP No. 846517100 |
| 13D/A |
| Page 4 of 4 Pages |
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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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ROCKET INTERNET SE |
By: /s/Arnt Jeschke Name: Arnt Jeschke Title: General Proxyholder Date: October 2, 2019 |
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By: /s/ Arnd Lodowicks Name: Arnd Lodowicks Title: General Proxyholder Date: October 2, 2019
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