Page 5 of 7 – SEC Filing
Item 1. SECURITY AND ISSUER
This Statement on Schedule 13D relates to the Class A Shares (the Class A Shares) of trivago N.V. (the
Issuer) that are held directly by PAR Investment Partners, L.P., a Delaware limited partnership (PAR Investment Partners), through American Depositary Shares, each representing one Class A Share. The
address of the Issuers principal executive office is Bennigsen-Platz 1, 40474, Düsseldorf, Germany. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
Item 2. IDENTITY AND BACKGROUND
(a), (b) and
(c) This statement is being filed by the following persons: PAR Investment Partners, PAR Group, L.P., a Delaware limited partnership (PAR Group), and PAR Capital Management, Inc., a Delaware corporation (PAR Capital
Management). PAR Investment Partners, PAR Group and PAR Capital Management are sometimes individually referred to herein as a Reporting Person and collectively as the Reporting Persons.
The principal business of PAR Investment Partners is that of a private investment partnership engaging in the purchase and sale of securities for its own
account and its address is 200 Clarendon Street, 48th Floor, Boston, MA 02116. The sole general partner of PAR Investment Partners is PAR Group. The principal business of PAR Group is to act as
the general partner of PAR Investment Partners and its address is 200 Clarendon Street, 48th Floor, Boston, MA 02116. The sole general partner of PAR Group is PAR Capital Management. The principal
business of PAR Capital Management is to act as the general partner of PAR Group and its address is 200 Clarendon Street, 48th Floor, Boston, MA 02116.
Paul A. Reeder, III is the President and sole director of PAR Capital Management and each of Frederick S. Downs, Jr., Arthur G. Epker, III, Edward L. Shapiro,
Steven M. Smith, Michael J. Tucker and Herbert A. (Chip) Frazier is a shareholder of PAR Capital Management. The business address of each of Mr. Reeder, Mr. Downs, Mr. Epker, Mr. Smith, Mr. Tucker and
Mr. Frazier is 200 Clarendon Street, 48th Floor, Boston, MA 02116.
(d) and (e) During the
last five years, none of the persons identified in this Item 2 has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors), or has been a party to any civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding
any violations with respect to such laws.
(f) Each natural person identified in this Item 2 is a citizen of the United States. PAR Investment
Partners and PAR Group are Delaware limited partnerships and PAR Management is a Delaware corporation.
Item 3. SOURCE AND AMOUNT OF FUNDS OR
OTHER CONSIDERATION
PAR Investment Partners used approximately $73.3 mn (including brokerage commissions) of the working capital of PAR Investment
Partners in the aggregate to purchase the Class A Shares reported in this Schedule 13D. Such Class A Shares are or may be held from time to time by PAR Investment Partners in margin accounts established with its brokers or banks and a
portion of the purchase price for the Class A Shares may be obtained through margin borrowing. Securities positions which may be held in the margin accounts, including the Class A Shares, may be pledged as collateral security for the
repayment of debit balances in the margin accounts.
Item 4. PURPOSE OF TRANSACTION
The Reporting Persons acquired the Class A Shares for investment purposes in the ordinary course of their business of investing in securities for their
own accounts or for one or more accounts over which the Reporting Persons have investment or voting power. The Reporting Persons reserve the right to formulate plans and/or make proposals, and take such actions with respect to their investment in
the Issuer, including, subject to applicable law, (i) holding the Class A Shares as a passive investor or as an active investor (whether or not as a member of a group with other
