UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Huazhu Group Limited
(Name of Issuer)
Ordinary Shares, $.0001 par value; ADSs, representing 1 ordinary shares per ADS
(Title of Class of Securities)
G2118 103; 16949N109
(CUSIP Number)
Besma Boumaza
Group General Counsel
Accor SA
82, rue Henri Farman
CS20077
92445 Issy-les-Moulineaux
France
+33 (14) 538 8668
Copies to:
Toni York
Senior Vice President Corporate Finance
AAPC Singapore Pte Ltd
1 Wallich Street, #17-01
Guoco Tower
Singapore 078881
+65 6408 8888
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 16, 2021
(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. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
| * | 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).
| 1 |
Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only).
Accor | |||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
OO, WC | |||||
| 5 | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
France | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7 | Sole Voting Power
10,563,167 ordinary shares | ||||
| 8 | Shared Voting Power
0 shares | |||||
| 9 | Sole Dispositive Power
10,563,167 ordinary shares | |||||
| 10 | Shared Dispositive Power
0 shares | |||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
10,563,167 ordinary shares | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
3.3% | |||||
| 14 | Type of Reporting Person (See Instructions)
CO | |||||
2
| 1 |
Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only).
AAPC Hong Kong Limited | |||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
OO, WC | |||||
| 5 | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
Hong Kong | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7 | Sole Voting Power
10,563,167 ordinary shares | ||||
| 8 | Shared Voting Power
0 shares | |||||
| 9 | Sole Dispositive Power
10,563,167 ordinary shares | |||||
| 10 | Shared Dispositive Power
0 shares | |||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
10,563,167 ordinary shares | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
3.3% | |||||
| 14 | Type of Reporting Person (See Instructions)
CO | |||||
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Schedule 13D
This Amendment No. 3 (this “Amendment”) amends the Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC”) on February 8, 2016, as amended by the Schedule 13D/A filed with the SEC on March 8, 2018 and as further amended by the Schedule 13D/A filed with the SEC on December 9, 2019 (as amended, the “Schedule 13D”), with respect to ordinary shares, par value $0.0001 per share, and ADSs, representing one ordinary share per ADS of Huazhu Group Limited, a company with limited liability incorporated under the laws of the Cayman Islands (the “Company”). Capitalized terms used, but not defined herein, have the meanings ascribed to them in the Schedule 13D.
| Item 1. | Security and Issuer. |
No modification.
| Item 2. | Identity and Background. |
No modification.
| Item 3. | Source and Amount of Funds or Other Consideration. |
No modification.
| Item 4. | Purpose of Transaction. |
This Amendment amends Item 4 of the Schedule 13D to include the following after the final paragraph thereof:
On February 16, 2021, AAPC sold 4,980,000 ADSs of the Company in an on the market transaction at a price of $58.07 per share for total proceeds of approximately $289.2 million.
| Item 5. | Interest in Securities of the Issuer. |
This Amendment amends Item 5 of the Schedule 13D to include the following after the final paragraph thereof:
As a result of additional issuances of ordinary shares by the Company to persons other than the Reporting Persons and the transaction described herein, the Reporting Persons ceased to be beneficial owners of more than five percent of the ordinary shares of the Company. Accordingly, this Amendment represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons.
| Item 6. | Contracts, Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer. |
No modification.
| Item 7. | Material to be Filed as Exhibits. |
No modification.
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
| EXECUTED this 19th day of February 2021 | ||||
|
Accor |
||||
| By: | /s/ Besma Boumaza | |||
| Name: Besma Boumaza | ||||
| Position: Group General Counsel | ||||
| AAPC Hong Kong Limited
| ||||
| By: | /s/ Gary Rosen | |||
| Name: Gary Rosen | ||||
| Position: Director | ||||
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Schedule 1
Directors and Executive Officers of Accor and AAPC
| Entity |
Name |
Present Principal |
Business Address |
Citizenship | ||||
| Accor |
||||||||
| Sébastien Bazin | Chairman and Chief Executive Officer | 82, rue Henri Farman CS20077, 92445 Issy-les-Moulineaux, France | French | |||||
| Iliane Dumas | Employee Representative Director — Project Officer | 82, rue Henri Farman CS20077, 92445 Issy-les-Moulineaux, France | French | |||||
| Sophie Gasperment | Independent Director | 82, rue Henri Farman CS20077, 92445 Issy-les-Moulineaux, France | French | |||||
| Iris Knobloch | Chairman of Warner Bros. Entertainment France | 82, rue Henri Farman CS20077, 92445 Issy-les-Moulineaux, France | German | |||||
| Nicolas Sarkozy | Former French President of the Republic | 82, rue Henri Farman CS20077, 92445 Issy-les-Moulineaux, France | French | |||||
| Aziz Aluthman Fakhroo | Director of Public Budget Department within the Ministry of Finance of Qatar | 82, rue Henri Farman CS20077, 92445 Issy-les-Moulineaux, France | French | |||||
| Qionger Jiang | Chief Executive Officer and Artistic Director of Shang Xia | 82, rue Henri Farman CS20077, 92445 Issy-les-Moulineaux, France | Chinese | |||||
| Isabelle Simon | Group Secretary & General Counsel of Thales | 82, rue Henri Farman CS20077, 92445 Issy-les-Moulineaux, France | French | |||||
| Sarmad Zok | Chairman & Chief Executive Officer of Kingdom Hotel Investment and Director of Kingdom Holding Company | 82, rue Henri Farman CS20077, 92445 Issy-les-Moulineaux, France | British | |||||
| Sheikh Nawaf Bin Jassim Bin Jabor Al-Thani | Chief Executive Officer of Katara Hospitality | 82, rue Henri Farman CS20077, 92445 Issy-les-Moulineaux, France | Qatari | |||||
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| Bruno Pavlovsky | Fashion President of Chanel | 82, rue Henri Farman CS20077, 92445 Issy-les-Moulineaux, France | French | |||||
| Christine Serre | Employee Representative Director | 82, rue Henri Farman CS20077, 92445 Issy-les-Moulineaux, France | Belgian | |||||
| Entity |
Name |
Present Principal |
Business Address |
Citizenship | ||||
| AAPC |
||||||||
| Wai Chin Chen | CFO — Greater China | 2F, Tower C The PLACE No. 150 Zunyi Road Shanghai 200051 PRC |
Malaysian | |||||
| Gary Rosen | CEO—Greater China | 2F, Tower C The PLACE No. 150 Zunyi Road Shanghai 200051 PRC |
United States of America | |||||
| Kan Yin Kenneth Wong | Chief Commercial Office—Greater China | 2F, Tower C The PLACE No. 150 Zunyi Road Shanghai 200051 PRC |
Hong Kong SAR | |||||
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