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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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The Duckhorn Portfolio, Inc. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
26414D106 (CUSIP Number) |
Drew Weilbacher 1100 Larkspur Landing Circle, Suite 360 Larkspur, CA, 94574 (415) 217-2300 Tristan VanDeventer Ropes & Gray LLP, 800 Boylston Street Boston, MA, 02199 (212) 596-9361 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/24/2024 (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).
SCHEDULE 13D
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| CUSIP No. | 26414D106 |
| 1 |
Name of reporting person
Mallard Holdco, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check 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
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock | |
| (b) | Name of Issuer:
The Duckhorn Portfolio, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
1201 Dowdell Lane, St. Helena,
CALIFORNIA
, 94574. | |
Item 1 Comment:
This Amendment No. 1 ("Amendment No. 1") to Schedule 13D supplements and amends the initial Schedule 13D originally filed by the undersigned with the SEC on October 11, 2024. Information reported in the Original Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 1. Capitalized terms used but not defined in this Amendment No. 1 have the respective meanings set forth in the Original Schedule 13D. All references in the Original Schedule 13D and this Amendment No. 1 shall be deemed to refer to the Schedule 13D as amended and supplemented by this Amendment No. 1. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding the following at the end of Item 4:
On December 24, 2024, Merger Sub merged with and into the Issuer on the terms and conditions set forth in the Merger Agreement, with the Company surviving the Merger as a wholly owned subsidiary of Parent. In connection with the completion of the Merger, each share of Common Stock was cancelled and extinguished and automatically converted into the right to receive cash in an amount equal to $11.10, without interest.
As a result of the Merger, the Company's Common Stock ceased to trade on the New York Stock Exchange prior to the opening of trading on December 24, 2024 and became eligible for delisting from the New York Stock Exchange and termination of registration pursuant to Rules 12g-4(a)(1) and 12h-3(b)(1)(i) of the Act. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:
(a)-(b) As a result of the closing of the Merger as described in Item 4, the Reporting Person ceased to beneficially own any Common Stock or to have voting or dispositive power with respect to any
Common Stock.
The responses of the Reporting Person with respect to Rows 7 through 13 of the cover page to this Schedule 13D are incorporated herein by reference. | |
| (c) | (c) Except as set forth in this Amendment No. 1, the Reporting Person has not engaged in any transactions in the Issuer's securities during the past 60 days prior to the obligation to file this Schedule 13D. | |
| (d) | (d) To the best knowledge of the Reporting Person, no one other than the Reporting Person, or the partners, members, affiliates or shareholders of the Reporting Person, is known to have the right to receive, or the power to direct the receipt of, dividends from, or proceeds from the sale of, the shares of Common Stock reported herein as beneficially owned by the Reporting Person. | |
| (e) | (e) The Reporting Person ceased to be, collectively with the other members of the purported "group" described in Item (5)(a)-(b), the beneficial owners of more than five percent of the Common Stock on December 24, 2024. | |
| 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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