SEC Form 3
FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 12/23/2020 | 3. Issuer Name and Ticker or Trading Symbol Venator Materials PLC [ VNTR ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Ordinary Shares | 42,429,807 | D(1)(2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Option (right to purchase) | (3) | 06/23/2023 | Ordinary Shares | 9,688,761 | 2.15(3) | D(1)(2) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. The securities are held by SK Praetorian Holdings, L.P. ("SK Praetorian Holdings"). (i) SK Praetorian GP, LLC ("SK Praetorian GP") is the general partner of SK Praetorian Holdings; (ii) SK Capital Investment V, L.P. is the general partner of SK Praetorian GP; (ii) SK Capital Investment V, Ltd. is the general partner of SK Capital Investment V, L.P.; and (iv) Jamshid Keynejad and Barry Siadat (collectively with SK Praetorian GP, SK Capital Investment V, L.P. and SK Capital Investment V, Ltd., the "General Partners") are the general partners of SK Capital Investment V, Ltd. The General Partners may be deemed to have an indirect beneficial ownership with respect to the securities held by SK Praetorian Holdings. |
2. Each Reporting Person disclaims beneficial ownership of all interests reported on this Form 3 except to the extent of such Reporting Person's pecuniary interests. |
3. The options issued by Huntsman International LLC ("Huntsman") to SK Praetorian Holdings pursuant to that certain Option Agreement, dated as of August 28, 2020 (the "Option Agreement"), by and among SK Praetorian Holdings and Huntsman are exercisable into 9,688,761 ordinary shares, par value $0.001 per share, of Venator Materials PLC (the "Ordinary Shares") at the holder's election at a purchase price of $2.15 per Ordinary Shares and expire on June 23, 2023 at 5:00 p.m. New York City time. The options are not exercisable so long as such exercise would result in a default or an "Event of Default" under any Credit Agreement (as defined in the Option Agreement) and are therefore not currently exercisable. |
/s/ Jerry Truzzolino Authorized Signatory of SK Praetorian Holdings, L.P. | 12/23/2020 | |
/s/ Jerry Truzzolino Authorized Signatory of SK Praetorian GP, LLC | 12/23/2020 | |
/s/ Jerry Truzzolino Authorized Signatory of SK Capital Investment V, L.P. | 12/23/2020 | |
/s/ Jerry Truzzolino Authorized Signatory of SK Capital Investment V, Ltd. | 12/23/2020 | |
/s/ Jamshid Keynejad | 12/23/2020 | |
/s/ Barry Siadat | 12/23/2020 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |