| | UNITED STATES | |
| | SECURITIES AND EXCHANGE COMMISSION | |
| | Washington, DC 20549 | |
| | | |
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)*
Olaplex Holdings, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
679369108
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) |
| ☐ | Rule 13d-1(c) |
| ☒ | Rule 13d-1(d) |
* 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. 679369108 | 13G | Page 2 of 8 pages |
|
| 1 | Name of Reporting Persons
Mousserena, L.P. |
| |
| 2 | Check the Appropriate Box if a Member of a Group |
| | (a) | ☐ |
| | (b) | ☒ |
| |
| 3 | SEC Use Only |
| |
| 4 | Citizenship or Place of Organization
Cayman Islands |
| | | |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With | 5 | Sole Voting Power
0 |
| |
6 | Shared Voting Power
38,136,163 |
| |
7 | Sole Dispositive Power
0 |
| |
8 | Shared Dispositive Power
38,136,163 |
| |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
38,136,163 |
| |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ☐ |
| |
| 11 | Percent of Class Represented by Amount in Row 9
5.9%(1) |
| |
| 12 | Type of Reporting Person
PN |
| | | | | | | | |
(1) Calculations are based upon 648,124,642 shares of Common Stock of the Issuer reported as outstanding as of October 31, 2021 in the Form 10-Q filed by the Issuer on November 10, 2021.
| CUSIP No. 679369108 | 13G | Page 3 of 8 pages |
| |
| 1 | Name of Reporting Persons
Charles Heilbronn |
| |
| 2 | Check the Appropriate Box if a Member of a Group |
| | (a) | ☐ |
| | (b) | ☒ |
| |
| 3 | SEC Use Only |
| |
| 4 | Citizenship or Place of Organization
France |
| | | |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With | 5 | Sole Voting Power
0 |
| |
6 | Shared Voting Power
38,136,163 |
| |
7 | Sole Dispositive Power
0 |
| |
8 | Shared Dispositive Power
38,136,163 |
| |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
38,136,163 |
| |
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ☐ |
| |
| 11 | Percent of Class Represented by Amount in Row 9
5.9%(1) |
| |
| 12 | Type of Reporting Person
IN |
| | | | | | | | |
(1) Calculations are based upon 648,124,642 shares of Common Stock of the Issuer reported as outstanding as of October 31, 2021 in the Form 10-Q filed by the Issuer on November 10, 2021.
SCHEDULE 13G
The name of the issuer is Olaplex Holdings, Inc. (the “Issuer”).
| Item 1(b) | Address of Issuer’s Principal Executive Offices. |
Not applicable. Olaplex Holdings, Inc. is a fully remote company. Accordingly, it does not maintain a principal executive office.
| Item 2(a) | Name of Person Filing. |
(1) Mousserena, L.P.
(2) Charles Heilbronn
| Item 2(b) | Address of Principal Business Office. |
Mousserena, L.P.:
Ugland House, 135 South Church Street
George Town, Grand Cayman KY1-1104
Cayman Islands
Charles Heilbronn:
c/o Mousse Partners Limited, LLC
9 West 57th Street
New York, New York 10019
Mousserena, L.P.: Cayman Islands
Charles Heilbronn: France
| Item 2(d) | Title of Class of Securities. |
Common Stock.
679369108
| Item 3 | If this statement is filed pursuant to §§240.13d—1(b) or 240.13d—2(b) or (c), check whether the person filing is a: |
Not applicable.
The information required by Items 4(a)-(c) is set forth in Rows 1 and 5 through 11 of the cover page hereto for each of Mousserena, L.P. and Charles Heilbronn and is incorporated herein by reference.
| Item 5 | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following □.
| Item 6 | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7 | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
Not applicable.
| Item 8 | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9 | Notice of Dissolution of Group. |
Not applicable.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
SIGNATURES
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.
Dated: February 14, 2022 | MOUSSERENA, L.P. By: /s/ Charles Heilbronn
Name: Charles Heilbronn
Title: President of Serena Limited, General Partner of Mousserena, L.P.
|
Dated: February 14, 2022 | /s/ Charles Heilbronn
Name: Charles Heilbronn
|
| | |
Schedule 13G Signature Page
