Amended Statement of Ownership (sc 13g/a)
2022年2月15日 - 12:15AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G/A
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Under the Securities Exchange Act of 1934
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(Amendment No. 1 )*
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RedBall Acquisition
Corp.
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(Name of Issuer)
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Class A Ordinary
Shares, $0.0001 par value
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(Title of Class of Securities)
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G7417R105
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(CUSIP Number)
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December 31, 2021
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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x
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Rule 13d-1(b)
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¨
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Rule 13d-1(c)
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¨
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Rule 13d-1(d)
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(Page 1 of 7 Pages)
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______________________________
*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 the 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 (however, see the Notes).
CUSIP No. G7417R105
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13G/A
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Page 2 of 7 Pages
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1
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NAME OF REPORTING PERSON
D1 Capital Partners L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) ¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
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12
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TYPE OF REPORTING PERSON
PN, IA
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CUSIP No. G7417R105
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13G/A
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Page 3 of 7 Pages
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1
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NAME OF REPORTING PERSON
Daniel Sundheim
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) ¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
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12
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TYPE OF REPORTING PERSON
IN, HC
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CUSIP No. G7417R105
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13G/A
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Page 4 of 7 Pages
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Item 1(a).
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Name of Issuer.
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RedBall Acquisition Corp. (the “Issuer”)
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Item 1(b).
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Address of Issuer’s Principal Executive Offices.
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667 Madison Avenue, 16th Floor
New York, NY 10065
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Item 2(a).
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Name of
Person Filing.
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This
statement is filed by D1 Capital Partners L.P. (the “Investment Manager”) and Daniel Sundheim (“Mr. Sundheim”).
The foregoing persons are hereinafter sometimes referred to as the “Reporting Persons.”
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The Investment Manager is a registered investment adviser and serves as the investment manager of private investment vehicles
and accounts, including D1 Capital Partners Master LP (the "Investment Vehicle"), and may be deemed to beneficially own the Class A Ordinary Shares held by the Investment Vehicle and/or its subsidiary. Mr. Sundheim indirectly controls the Investment Manager and may be
deemed to beneficially own the Class A Ordinary Shares held by the Investment Vehicle and/or its subsidiary.
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The filing of this statement should not be construed
as an admission that any Reporting Person is, for the purposes of Section 13 of the Securities Exchange Act of 1934, as amended, the
beneficial owner of the securities reported herein.
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Item 2(b).
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Address of Principal Business Office.
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D1 Capital Partners L.P.
9 West 57th Street, 36th Floor
New York, New York 10019
Daniel Sundheim
c/o D1 Capital Partners L.P.
9 West 57th Street, 36th Floor
New York, New York 10019
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Item 2(c).
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Place of Organization.
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Investment Manager – Delaware
Mr. Sundheim – United States of America
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Item 2(d).
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Title of Class of Securities.
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Class A ordinary shares, $0.0001 par value (the “Class A Ordinary Shares”)
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Item 2(e).
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CUSIP Number.
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G7417R105
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CUSIP No. G7417R105
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13G/A
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Page 5 of 7 Pages
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Item 3.
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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:
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(a)
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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x
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An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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(f)
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¨
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An employee benefit plan or endowment fund in accordance
with
§ 240.13d-1(b)(1)(ii)(F);
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(g)
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x
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A parent holding company or control person in accordance
with
§ 240.13d-1(b)(1)(ii)(G);
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(h)
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¨
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A savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C.1813);
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(i)
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¨
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A church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
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(k)
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Group, in accordance with §240.13d-1(b)(1)(ii)(K).
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If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J),
please
specify the type of institution:________________________________
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Item 4.
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Ownership.
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The information required by Items 4(a) – (c) is set forth in Rows (5) – (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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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 five percent of the class of securities, check the following: x
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CUSIP No. G7417R105
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13G/A
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Page 6 of 7 Pages
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Item 6.
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Ownership of More Than Five Percent on Behalf of Another Person.
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Not applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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Not applicable.
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Item 9.
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Notice of Dissolution of Group.
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Not applicable.
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Item 10.
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Certification.
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By signing below each Reporting Person certifies that,
to the best of his or its knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of
business and were not acquired 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.
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CUSIP No. G7417R105
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13G/A
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Page 7 of 7 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: February 14, 2022
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D1 Capital Partners L.P.
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By: /s/ Amanda Hector
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Name: Amanda Hector
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Title: General Counsel and Chief Compliance Officer
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/s/ Daniel Sundheim
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DANIEL SUNDHEIM
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/s/ Daniel Sundheim
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DANIEL SUNDHEIM
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RedBall Acquisition (NYSE:RBAC)
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