13G Filing: Steadfast Capital Management and Trivago NV – ADR (TRVG)

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
Robert S. Pitts, Jr 0 1,609,441 0 1,609,441 1,609,441 5.4%
Steadfast Capital Management 0 1,542,974 0 1,542,974 1,542,974 5.1%
Steadfast Advisors 0 66,467 0 66,467 66,467 Less%
Steadfast Capital 0 66,467 0 66,467 66,467 Less%
American Steadfast 0 557,489 0 557,489 557,489 1.9%
Steadfast International Master Fund Ltd 0 985,485 0 985,485 985,485 3.3%

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Page 1 of 16 – SEC Filing


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13G
(RULE 13d – 102)

Information to be included in statements filed pursuant
to Rules 13d-1(b), (c) and (d) and amendments thereto filed
pursuant to 13d-2
(Amendment No. _____)*
trivago N.V.
(Name of Issuer)

American Depositary Shares representing
Class A shares, nominal value €0.06 per share
(Title of Class of Securities)

89686D105
(CUSIP Number)
June 14, 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)


*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).


(Continued on the Following Pages)


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Page 2 of 16 – SEC Filing

1.
NAMES OF REPORTING PERSONS
Robert S. Pitts, Jr.
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)    [x]
(b)    [ ]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5.
SOLE VOTING POWER
0
6.
SHARED VOTING POWER
1,609,441
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
1,609,441
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,609,441
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.4%
12.
TYPE OF REPORTING PERSON
IN

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Page 3 of 16 – SEC Filing

1.
NAMES OF REPORTING PERSONS
Steadfast Capital Management LP
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
1,542,974
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
1,542,974
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,542,974
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.1%
12.
TYPE OF REPORTING PERSON
PN

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Page 4 of 16 – SEC Filing

1.
NAMES OF REPORTING PERSONS
Steadfast Advisors LP
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
66,467
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
66,467
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
66,467
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 1%
12.
TYPE OF REPORTING PERSON
PN

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Page 5 of 16 – SEC Filing

1.
NAMES OF REPORTING PERSONS
Steadfast Capital, 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
0
6.
SHARED VOTING POWER
66,467
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
66,467
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
66,467
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 1%
12.
TYPE OF REPORTING PERSON
PN

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Page 6 of 16 – SEC Filing

1.
NAMES OF REPORTING PERSONS
American Steadfast, 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
0
6.
SHARED VOTING POWER
557,489
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
557,489
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
557,489
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.9%
12.
TYPE OF REPORTING PERSON
PN

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Page 7 of 16 – SEC Filing

1.
NAMES OF REPORTING PERSONS
Steadfast International Master Fund Ltd.
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5.
SOLE VOTING POWER
0
6.
SHARED VOTING POWER
985,485
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
985,485
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
985,485
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.3%
12.
TYPE OF REPORTING PERSON
CO



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Page 8 of 16 – SEC Filing



ITEM 1(a).      NAME OF ISSUER:
trivago N.V. (the “Issuer”)

ITEM 1(b).      ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:

 Bennigsen-Platz 1
40474 Düsseldorf, Germany

ITEM 2(a).      NAME OF PERSON FILING:

The names of the persons filing this statement on Schedule 13G (collectively, the “Reporting Persons”) are:
Robert S. Pitts, Jr., a United States Citizen (“Mr. Pitts”).
Steadfast Capital Management LP, a Delaware limited partnership (the “Investment Manager”).
Steadfast Advisors LP, a Delaware limited partnership (the “Managing General Partner”).
Steadfast Capital, L.P., a Delaware limited partnership (“Steadfast Capital”).
American Steadfast, L.P., a Delaware limited partnership (“American Steadfast”).
Steadfast International Master Fund Ltd., a Cayman Islands exempted company (the “Offshore Fund”).
Mr. Pitts is the controlling Principal of the Investment Manager and the Managing General Partner. The Managing General Partner has the power to vote and dispose of the securities held by Steadfast Capital.  The Investment Manager has the power to vote and dispose of the securities held by American Steadfast and the Offshore Fund.

ITEM 2(b).      ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

 The business address of each of Mr. Pitts, the Investment Manager, the Managing General Partner, Steadfast Capital and American Steadfast is 450 Park Avenue, 20th Floor, New York, New York 10022.
The business address of the Offshore Fund is c/o Appleby Trust (Cayman) Ltd., Clifton House, 75 Fort Street, P.O. Box 1350, George Town, Grand Cayman KY1-1108.
ITEM 2(c).      CITIZENSHIP:

 Mr. Pitts is a citizen of the United States.
Each of the Investment Manager, the Managing General Partner, Steadfast Capital and American Steadfast is a limited partnership formed under the laws of the state of Delaware.
The Offshore Fund is an exempted company formed under the laws of the Cayman Islands.

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Page 9 of 16 – SEC Filing

ITEM 2(d).      TITLE OF CLASS OF SECURITIES:

       American Depositary Shares (the “Depositary Shares”) representing Class A shares, nominal value €0.06 per share (the “Ordinary Shares”).

ITEM 2(e).      CUSIP NUMBER:
89686D105

ITEM 3.         IF THIS STATEMENT IS FILED PURSUANT TO RULE 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 Exchange Act.
(b)
[ ]
Bank as defined in Section 3(a)(6) of the Exchange Act.
(c)
[ ]
Insurance company defined in Section 3(a)(19) of the Exchange Act.
(d)
[ ]
Investment company registered under Section 8 of the Investment Company Act.
(e)
[ ]
Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
(f)
[ ]
Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
(g)
[ ]
Parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
(h)
[ ]
Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
(i)
[ ]
Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
(j)
[ ]
Non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J).
(k)
[ ]
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
   
   If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: __________

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Page 10 of 16 – SEC Filing

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:
(i)
Mr. Pitts beneficially owns 1,609,441 Ordinary Shares through ownership of Depositary Shares.
(ii)
The Investment Manager beneficially owns 1,542,974 Ordinary Shares through ownership of Depositary Shares.
(iii)
The Managing General Partner beneficially owns 66,467 Ordinary Shares through ownership of Depositary Shares.
(iv)
Steadfast Capital owns 66,467 Ordinary Shares through ownership of Depositary Shares.
(v)
American Steadfast owns 557,489 Ordinary Shares through ownership of Depositary Shares.
(vi)
The Offshore Fund owns 985,485 Ordinary Shares through ownership of Depositary Shares.
(vii)
Collectively, the Reporting Persons beneficially own 1,609,441 Ordinary Shares through ownership of Depositary Shares.
(b)
Percent of Class:
(i)          Mr. Pitts’ beneficial ownership of 1,609,441 Ordinary Shares represents 5.4% of the outstanding Ordinary Shares.
(ii)
The Investment Manager’s beneficial ownership of 1,542,974 Ordinary Shares represents 5.1% of the outstanding Ordinary Shares.
(iii)
The Managing General Partner’s beneficial ownership of 66,467 Ordinary Shares represents less than 1% of the outstanding Ordinary Shares.
(iv)
Steadfast Capital’s beneficial ownership of 66,467 Ordinary Shares represents less than 1% of the outstanding Ordinary Shares.
(v)
American Steadfast’s beneficial ownership of 557,489 Ordinary Shares represents 1.9% of the outstanding Ordinary Shares.
(vi)
The Offshore Fund’s beneficial ownership of 985,485 Ordinary Shares represents 3.3% of the outstanding Ordinary Shares.
(vii)
Collectively, the Reporting Persons’ beneficial ownership of 1,609,441 Ordinary Shares represents 5.4% of the outstanding Ordinary Shares.

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Page 11 of 16 – SEC Filing

         (c)          Number of shares as to which such person has:
(i)
Sole power to vote or to direct the vote of Ordinary Shares:
Not applicable.
(ii)
Shared power to vote or to direct the vote of Ordinary Shares:
Steadfast Capital has shared power with the Managing General Partner and Mr. Pitts to vote or direct the vote of the 66,467 Ordinary Shares beneficially owned by Steadfast Capital.
American Steadfast has shared power with the Investment Manager and Mr. Pitts to vote or direct the vote of the 557,489 Ordinary Shares beneficially owned by American Steadfast.
The Offshore Fund has shared power with the Investment Manager and Mr. Pitts to vote or direct the vote of the 985,485 Ordinary Shares beneficially owned by the Offshore Fund.
(iii)
Sole power to dispose or to direct the disposition of Ordinary Shares:
Not applicable.
(iv)
Shared power to dispose or to direct the disposition of Ordinary Shares:
Steadfast Capital has shared power with the Managing General Partner and Mr. Pitts to dispose or direct the disposition of the 66,467 Ordinary Shares beneficially owned by Steadfast Capital.
American Steadfast has shared power with the Investment Manager and Mr. Pitts to dispose or direct the disposition of the 557,489 Ordinary Shares beneficially owned by American Steadfast.
The Offshore Fund has shared power with the Investment Manager and Mr. Pitts to dispose or direct the disposition of the 985,485 Ordinary Shares beneficially owned by the Offshore Fund.

ITEM 5.         OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

 If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].

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Page 12 of 16 – SEC Filing

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.

        Not applicable.

ITEM 8.         IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

        See Exhibit B.

ITEM 9.         NOTICE OF DISSOLUTION OF GROUP.

        Not applicable.

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Page 13 of 16 – SEC Filing

ITEM 10.        CERTIFICATION.


By signing below the undersigned certifies that, to the best of its or his 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 14 of 16 – SEC Filing

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


Dated:  June 26, 2017
STEADFAST CAPITAL MANAGEMENT LP
By:
/s/ Robert S. Pitts, Jr.
Robert S. Pitts, Jr.
President
STEADFAST ADVISORS LP
By:
/s/ Robert S. Pitts, Jr.
Robert S. Pitts, Jr.
President
STEADFAST CAPITAL, L.P.
By:  STEADFAST ADVISORS LP, as Managing General Partner
By:
/s/ Robert S. Pitts, Jr.
Robert S. Pitts, Jr.
President
AMERICAN STEADFAST, L.P.
By:  STEADFAST CAPITAL MANAGEMENT LP, Attorney-in-Fact
By:
/s/ Robert S. Pitts, Jr.
Robert S. Pitts, Jr.
President
STEADFAST INTERNATIONAL MASTER FUND LTD.
By:
/s/ Robert S. Pitts, Jr.
Robert S. Pitts, Jr.
Director
/s/ Robert S. Pitts, Jr.
Robert S. Pitts, Jr.

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Page 15 of 16 – SEC Filing

EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with respect to the Depositary Shares of trivago N.A. dated as of June 26, 2017 is, 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.
Dated:  June 26, 2017
STEADFAST CAPITAL MANAGEMENT LP
By:
/s/ Robert S. Pitts, Jr.
Robert S. Pitts, Jr.
President
STEADFAST ADVISORS LP
By:
/s/ Robert S. Pitts, Jr.
Robert S. Pitts, Jr.
President
STEADFAST CAPITAL, L.P.
By:  STEADFAST ADVISORS LP, as Managing General Partner
By:
/s/ Robert S. Pitts, Jr.
Robert S. Pitts, Jr.
President
AMERICAN STEADFAST, L.P.
By:  STEADFAST CAPITAL MANAGEMENT LP, Attorney-in-Fact
By:
/s/ Robert S. Pitts, Jr.
Robert S. Pitts, Jr.
President
STEADFAST INTERNATIONAL MASTER FUND LTD.
By:
/s/ Robert S. Pitts, Jr.
Robert S. Pitts, Jr.
Director
/s/ Robert S. Pitts, Jr.
Robert S. Pitts, Jr.

 


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Page 16 of 16 – SEC Filing

EXHIBIT B
Robert S. Pitts, Jr.
Steadfast Capital Management LP
Steadfast Advisors LP
Steadfast Capital, L.P.
American Steadfast, L.P.
Steadfast International Master Fund Ltd.

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