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13G Filing: Elliott Associates, L.P. and Nomad Foods Ltd (NOMD)

Nomad Foods Ltd (NYSE:NOMD): Paul Singer’s Elliott Associates, L.P. filed an amended 13D.

You can check out Elliott Associates, L.P.’s latest holdings and filings here.

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Paul Singer
Paul Singer
Elliott Management

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Elliott Associates 3,020,352 0 3,020,352 0 3,020,352 1.8%
Elliott International 0 6,418,249 0 6,418,249 6,418,249 3.9%
Elliott International Capital Advisors Inc 0 6,418,249 0 6,418,249 6,418,249 3.9%

Page 1 of 10 – SEC Filing

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.   )*

Nomad Foods
Limited

(Name of Issuer)

Ordinary
Shares, no par value

(Title of Class of Securities)

G6564A105

(CUSIP Number)

September
8, 2017

(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)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
(Page 1 of 10 Pages)

______________________________

*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).

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Page 2 of 10 – SEC Filing

1

NAME OF REPORTING PERSON

Elliott Associates, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5

SOLE VOTING POWER

3,020,352

6

SHARED VOTING POWER

0

7

SOLE DISPOSITIVE POWER

3,020,352

8

SHARED DISPOSITIVE POWER

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,020,352

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

1.8%

12

TYPE OF REPORTING PERSON

PN

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Page 3 of 10 – SEC Filing

1

NAME OF REPORTING PERSON

Elliott International, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands, British West Indies

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

6,418,249

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

6,418,249

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,418,249

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

3.9%

12

TYPE OF REPORTING PERSON

PN

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Page 4 of 10 – SEC Filing

1

NAME OF REPORTING PERSON

Elliott International Capital Advisors Inc.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

6,418,249

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

6,418,249

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,418,249

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

3.9%

12

TYPE OF REPORTING PERSON

CO

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Page 5 of 10 – SEC Filing

This Schedule 13G reflects the beneficial ownership of the Reporting
Persons (as defined below) as of the date hereof:

 

Item 1(a). NAME OF ISSUER
The name of the issuer is Nomad Foods Limited (the “Issuer”).
Item 1(b). ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES

 

No. 1 New Square

Bedfont Lakes Business Park

Feltham, Middlesex TW14 8HA

England, United Kingdom

Item 2(a). NAME OF PERSON FILING
The names of the persons filing this statement on Schedule 13G are: Elliott Associates, L.P. and its wholly-owned subsidiaries (collectively, “Elliott Associates”), Elliott International, L.P. (“Elliott International”) and its wholly-owned subsidiaries and Elliott International Capital Advisors Inc. (“International Advisors” and collectively with Elliott Associates and Elliott International, the “Reporting Persons”).  Paul E. Singer (“Singer”), Elliott Capital Advisors, L.P., a Delaware limited partnership (“Capital Advisors”), which is controlled by Singer, and Elliott Special GP, LLC, a Delaware limited liability company (“Special GP”), which is controlled by Singer, are the general partners of Elliott Associates.  Hambledon, Inc. (“Hambledon”) is the general partner of Elliott International.  International Advisors is the investment manager for Elliott International.  International Advisors expressly disclaims equitable ownership of and pecuniary interest in any Ordinary Shares.
Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE

The business address of Elliott Associates, International Advisors,
Capital Advisors, Singer and Special GP is 40 West 57th Street, 30th Floor, New York, New York 10019.

The business address of Elliott International and Hambledon is c/o
Maples & Calder, P.O. Box 309, Ugland House, South Church Street, George Town, Cayman Islands, British West Indies.

Item 2(c). CITIZENSHIP

Each of Elliott Associates and Capital Advisors
is a limited partnership formed under the laws of the State of Delaware.

Elliott International is a limited partnership
formed under the laws of the Cayman Islands, British West Indies.

International Advisors is a corporation formed
under the laws of the State of Delaware.

Special GP is a limited liability company formed
under the laws of the State of Delaware.

Hambledon is a corporation formed under the
laws of the Cayman Islands, British West Indies.

Singer is a U.S. citizen.

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Page 6 of 10 – SEC Filing

Item 2(d). TITLE OF CLASS OF SECURITIES
Ordinary shares, no par value (the “Ordinary Shares”)
Item 2(e). CUSIP NUMBER
G6564A105
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
(a) ¨ Broker or dealer registered under Section 15 of the Act;
(b) ¨ Bank as defined in Section 3(a)(6) of the Act;
(c) ¨ Insurance company as defined in Section 3(a)(19) of the Act;
(d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940;
(e) ¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) ¨

An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F);

(g) ¨

A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G);

(h) ¨

A savings association as defined in Section 3(b)
of the Federal Deposit Insurance Act;

(i) ¨

A church plan that is excluded from the definition
of an investment company under Section 3(c)(14) of the Investment Company Act;

(j) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
(k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J),
please

specify
the type of institution:__________________________

Item 4. OWNERSHIP
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:

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Page 7 of 10 – SEC Filing

Elliott Associates individually beneficially owns 3,020,352 Ordinary Shares, including 2,903,396 Ordinary Shares through The Liverpool Limited Partnership, a Bermuda limited partnership that is a wholly-owned subsidiary of Elliott Associates (“Liverpool”).
Elliott International and International Advisors together beneficially own the 6,418,249 Ordinary Shares held by Elliott International.
Elliott Associates, Elliott International and International Advisors together beneficially own an aggregate of 9,438,601 Ordinary Shares.
(b) Percent of class:
The aggregate percentage of Common Stock reported owned by each person named herein is based upon 165,291,546 Ordinary Shares reported to be outstanding in the Issuer’s Form 6-K filed with the Securities and Exchange Commission on September 11, 2017.
Elliott Associates beneficially owned 1.8% of the outstanding Ordinary Shares.
Elliott International and International Advisors owned approximately 3.9% of the outstanding Ordinary Shares.
Elliott Associates, Elliott International and International Advisors’ aggregate beneficial ownership constituted approximately 5.7% of the outstanding Ordinary Shares.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
Elliott Associates has sole power to vote or direct the vote of 3,020,352 Ordinary Shares.
(ii) Shared power to vote or to direct the vote
Elliott International and International Advisors together have shared power to vote or direct the vote of 6,418,249 Ordinary Shares.
(iii) Sole power to dispose or to direct the disposition of
Elliott Associates has sole power to dispose or direct the disposition of 3,020,352 Ordinary Shares.
(iv) Shared power to dispose or to direct the disposition of
Elliott International and International Advisors together have shared power to dispose or direct the disposition of 6,418,249 Ordinary Shares.

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Page 8 of 10 – SEC Filing

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not applicable.
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 OR CONTROL PERSON
Elliott Associates holds 2,903,396 Ordinary Shares through Liverpool.
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
See Exhibit A.
Item 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
Item 10. CERTIFICATION
Each of the Reporting Persons hereby makes the following certification:
By signing below each Reporting Person certifies that, to the best of his or its 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.

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Page 9 of 10 – SEC Filing

SIGNATURES

After reasonable
inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in
this statement is true, complete and correct.

DATE: September 18, 2017

ELLIOTT ASSOCIATES, L.P.
By: Elliott Capital Advisors, L.P., as General Partner
By: Braxton Associates, Inc., as General Partner
/s/ Elliot Greenberg
Name: Elliot Greenberg
Title: Vice President
ELLIOTT INTERNATIONAL, L.P.
By: Elliott International Capital Advisors Inc., as Attorney-in-Fact
/s/ Elliot Greenberg
Name: Elliot Greenberg
Title: Vice President
ELLIOTT INTERNATIONAL CAPITAL ADVISORS INC.
/s/ Elliot Greenberg
Name: Elliot Greenberg
Title: Vice President

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Page 10 of 10 – SEC Filing

Exhibit A

JOINT FILING AGREEMENT

 

The undersigned hereby
agree that the statement on Schedule 13G with respect to the Ordinary Shares of Nomad Foods Limited dated September 18, 2017, and
any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant
to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

DATE: September 18, 2017

ELLIOTT ASSOCIATES, L.P.
By: Elliott Capital Advisors, L.P., as General Partner
By: Braxton Associates, Inc., as General Partner
/s/ Elliot Greenberg
Name: Elliot Greenberg
Title: Vice President
ELLIOTT INTERNATIONAL, L.P.
By: Elliott International Capital Advisors Inc., as Attorney-in-Fact
/s/ Elliot Greenberg
Name: Elliot Greenberg
Title: Vice President
ELLIOTT INTERNATIONAL CAPITAL ADVISORS INC.
/s/ Elliot Greenberg
Name: Elliot Greenberg
Title: Vice President
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