Allego (ALLGF) SC 13G Allego / E8 Partners ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

ALLEGO N.V.

 (Name of Issuer)

Ordinary Shares, nominal value €0.12 per share

(Title of Class of Securities)

N0796A100

 (CUSIP Number)

 December 31, 2022

(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 in 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.

1	NAMES OF REPORTING PERSONS
	E8 Partenaires
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 (See Item 4)
		6	SHARED VOTING POWER
			0 (See Item 4)
		7	SOLE DISPOSITIVE POWER
			0 (See Item 4)
		8	SHARED DISPOSITIVE POWER
			41,097,994 (See Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	41,097,994
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	15.4% (2)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

(1) The ultimate controlling persons of E8 Partenaires are Mr. Bruno Heintz and Mr. Jean-Marc Oury.

(2) This percentage calculation is based on an aggregate of 267,177,592 Allego N.V. ordinary shares (the "Ordinary Shares") outstanding as of September 19, 2022, as set out in Allego N.V.'s Post-Effective Amendment No. 1 to Form F-1 Registration Statement filed with the Securities and Exchange Commission on September 30, 2022.

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1	NAMES OF REPORTING PERSONS
	Bruno Heintz
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 (See Item 4)
		6	SHARED VOTING POWER
			0 (See Item 4)
		7	SOLE DISPOSITIVE POWER
			0 (See Item 4)
		8	SHARED DISPOSITIVE POWER
			41,097,994 (See Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	41,097,994
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	15.4% (2)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1) Mr. Bruno Heintz is the sole controlling person of the entity that serves as the managing director of E8 Partenaires.

(2) This percentage calculation is based on an aggregate of 267,177,592 Ordinary Shares outstanding as of September 19, 2022, as set out in Allego N.V.'s Post-Effective Amendment No. 1 to Form F-1 Registration Statement filed with the Securities and Exchange Commission on September 30, 2022.

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1	NAMES OF REPORTING PERSONS
	Jean-Marc Oury
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 (See Item 4)
		6	SHARED VOTING POWER
			0 (See Item 4)
		7	SOLE DISPOSITIVE POWER
			0 (See Item 4)
		8	SHARED DISPOSITIVE POWER
			41,097,994 (See Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	41,097,994
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	15.4% (2)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1) Mr. Jean-Marc Oury is the sole controlling person of, and holds usufruct interests in almost all of the shares of, the entity that serves as the President of E8 Partenaires. Mr. Jean-Marc Oury's usufruct interests are subject to the bare ownership interests of certain of his family members.

(2) This percentage calculation is based on an aggregate of 267,177,592 Ordinary Shares outstanding as of September 19, 2022, as set out in Allego N.V.'s Post-Effective Amendment No. 1 to Form F-1 Registration Statement filed with the Securities and Exchange Commission on September 30, 2022.

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Item 1(a).	Name of Issuer: Allego N.V.
Item 1(b).	Address of Issuer’s Principal Executive Offices: Westervoortsedijk 73 KB 6827 AV Arnhem the Netherlands
Item 2(a).	Name of Person Filing: This Schedule 13G is filed jointly by each of the following persons (collectively, the "Reporting Persons") pursuant to a joint filing agreement attached hereto as Exhibit A: E8 Partenaires Bruno Heintz Jean-Marc Oury

Item 2(b).	Address of Principal Business Office, or, if none, Residence:
	1.	E8 Partenaires 75 avenue des Champs Elysees 75008, Paris France
	2.	Bruno Heintz 75 avenue des Champs Elysees 75008, Paris France
	3.	Jean-Marc Oury 75 avenue des Champs Elysees 75008, Paris France

Item 2(c).	Citizenship: E8 Partenaires is organized in France. Bruno Heintz and Jean-Marc Oury are both French citizens.
Item 2(d).	Title of Class of Securities: Ordinary Shares, nominal value €0.12 per share.
Item 2(e).	CUSIP No.: N0796A100

Item 3. If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the persons filing is a:

Not applicable.

Item 4. Ownership

The following information with respect to the ownership of the Ordinary Shares by the Reporting Persons is provided as of December 31, 2022.

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Reporting Person	Amount beneficially owned:	Percent of class (1):	Sole power to vote or direct the vote:	Shared power to vote or to direct the vote:	Sole power to dispose or to direct the disposition of:	Shared power to dispose or to direct the disposition of:
E8 Partenaires	41,097,994	15.4%	0 (2)	0 (2)	0 (3)(4)	41,097,994 (3)(4)
Bruno Heintz	41,097,994	15.4%	0 (2)	0 (2)	0 (3)(4)	41,097,994 (3)(4)
Jean-Marc Oury	41,097,994	15.4%	0 (2)	0 (2)	0 (3)(4)	41,097,994 (3)(4)

(1) These percentage calculations are based on an aggregate of 267,177,592 Ordinary Shares outstanding as of September 19, 2022, as set out in Allego N.V.'s Post-Effective Amendment No. 1 to Form F-1 Registration Statement filed with the Securities and Exchange Commission on September 30, 2022.

(2) E8 Partenaires ("E8") entered into an Irrevocable Power of Attorney and Prior Consent Agreement (the "POA") with Madeleine Charging B.V. ("Madeleine"), pursuant to which, among other things, E8 granted to Madeleine an irrevocable voting power of attorney to vote all the Ordinary Shares owned by E8 in connection with any vote submitted at a stockholder meeting. As a result of the transfer of voting power pursuant to the POA, none of the Reporting Persons have sole or shared voting power over any of the Ordinary Shares, and Madeleine and its ultimate controlling persons, which, to the Reporting Persons' knowledge, include various entities affiliated with Meridiam SAS, may be deemed to also beneficially own these shares. The POA will expire on the earlier of: (i) December 31, 2028; (ii) the date on which one of E8 or Madeleine no longer owns, directly or indirectly, any shares in Allego N.V. or any of its subsidiaries; (iii) the date on which the aggregate direct and indirect shareholdings owned by E8 or Madeleine in Allego N.V. is strictly below 50% of the share capital and voting rights of Allego N.V.; or (iv) the date on which Madeleine notifies E8 in writing of its intention to unilaterally terminate the power of attorney.

(3) In accordance with the POA Agreement, E8 Partenaires has agreed not to transfer more than two-thirds of the 39,876,396 Ordinary Shares owned by it before September 30, 2026, without the prior written consent of Madeleine and subject to certain exceptions. In addition, pursuant to the Registration Rights Agreement, dated as of March 16, 2022, which Allego N.V. filed on March 21, 2022 as Exhibit 4.1 to Form 20-F (the "Registration Rights Agreement"), E8 Partenaires agreed not to transfer 39,876,396 of the Ordinary Shares that it holds until September 16, 2023, subject to certain exceptions specified in the Registration Rights Agreement. Capitalized terms in this paragraph have the same meaning as defined in the Registration Rights Agreements.

(4) Investment decisions with respect to the Ordinary Shares held by E8 Partenaires are made jointly by Messrs. Bruno Heintz and Jean-Marc Oury.

Item 5. Ownership of Five Percent or Less of a Class

This Item 5 is not applicable.

Item 6. Ownership of More than Five Percent on Behalf of Another Person

Other than as set forth herein, no other person has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the securities reported herein.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not applicable.

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Item 8. Identification and Classification of Members of the Group

See Exhibit B.

Item 9. Notice of Dissolution of Group

 Not applicable.

Item 10. Certifications

 Not applicable.

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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.

Dated: February 9, 2023

E8 PARTENAIRES

By:   /s/ Bruno Heintz

Name: Bruno Heintz

Title: Authorized Person

 /s/ Bruno Heintz

Bruno Heintz

 /s/ Jean-Marc Oury

Jean-Marc Oury

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LIST OF EXHIBITS

Exhibit A – Joint Filing Agreement

Exhibit B – Identification of Members of the Group

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