| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| SCHEDULE 13D/A | |
| Under the Securities Exchange Act of 1934 | |
| (Amendment No. 3)* | |
Cazoo Group Ltd. | |
| (Name of Issuer) | |
Class A Ordinary Shares, par value $0.0001 per share | |
| (Title of Class of Securities) | |
G2007L105 | |
| (CUSIP Number) | |
| Amanda Hector | |
| D1 Capital Partners L.P. | |
| 9 West 57th Street, 36th Floor | |
| New York, NY 10019 | |
| Eleazer Klein, Esq. | |
| Adriana Schwartz, Esq. | |
| Schulte Roth & Zabel LLP | |
| 919 Third Avenue | |
| New York, NY 10022 | |
(212) 756-2000 | |
| (Name, Address and Telephone Number of Person | |
| Authorized to Receive Notices and Communications) | |
January 31, 2023 | |
| (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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ¨
(Page 1 of 5 Pages)
______________________________
* 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 disclosures provided in a prior cover page.
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).
| CUSIP No. G2007L105 | SCHEDULE 13D/A | Page 2 of 5 Pages |
| 1 | NAME OF REPORTING PERSON D1 Capital Partners L.P. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS OO | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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 | ||
| 8 | SHARED VOTING POWER 42,826,525 Class A Ordinary Shares (including 6,000,000 Class A Ordinary shares issuable upon conversion of convertible notes) | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 42,826,525 Class A Ordinary Shares (including 6,000,000 Class A Ordinary shares issuable upon conversion of convertible notes) | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 42,826,525 Class A Ordinary Shares (including 6,000,000 Class A Ordinary shares issuable upon conversion of convertible notes) | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.6% | |||
| 14 | TYPE OF REPORTING PERSON PN, IA | |||
| CUSIP No. G2007L105 | SCHEDULE 13D/A | Page 3 of 5 Pages |
| 1 | NAME OF REPORTING PERSON Daniel Sundheim | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS OO | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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 | ||
| 8 | SHARED VOTING POWER 42,826,525 Class A Ordinary Shares (including 6,000,000 Class A Ordinary shares issuable upon conversion of convertible notes) | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 42,826,525 Class A Ordinary Shares (including 6,000,000 Class A Ordinary shares issuable upon conversion of convertible notes) | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 42,826,525 Class A Ordinary Shares (including 6,000,000 Class A Ordinary shares issuable upon conversion of convertible notes) | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.6% | |||
| 14 | TYPE OF REPORTING PERSON IN, HC | |||
| CUSIP No. G2007L105 | SCHEDULE 13D/A | Page 4 of 5 Pages |
The following constitutes Amendment No. 3 to the Schedule 13D ("Amendment No. 3"). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.
| |
| Item 4. | PURPOSE OF TRANSACTION: |
Item 4 is hereby amended and supplemented as follows:
| |
| On January 31, 2023, David Hobbs, a partner of the Investment Manager during the period he served as a director of the Issuer, resigned from the board of the directors of the Issuer. | |
| CUSIP No. G2007L105 | SCHEDULE 13D/A | Page 5 of 5 Pages |
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: January 31, 2023
| D1 Capital Partners L.P. | |
| By: /s/ Amanda Hector | |
| Name: Amanda Hector | |
| Title: General Counsel and Chief Compliance Officer | |
| /s/ Daniel Sundheim | |
| DANIEL SUNDHEIM |
