Filing Details

Accession Number:
0001193125-24-030163
Form Type:
13G Filing
Publication Date:
2024-02-08 19:00:00
Filed By:
Bk Lc Lux Midco S.a R.l.
Company:
Birkenstock Holding Plc
Filing Date:
2024-02-09
SEC Url:
13G Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
BK LC Lux MidCo S. r.l 0 152,279,882 0 152,279,882 152,279,882 81.1%
Catterton Caledonia 0 152,279,882 0 152,279,882 152,279,882 81.1%
Catterton Caledonia 0 152,279,882 0 152,279,882 152,279,882 81.1%
Scott Arnold Dahnke 0 152,279,882 0 152,279,882 152,279,882 81.1%
James Michael Chu 0 152,279,882 0 152,279,882 152,279,882 81.1%
Filing

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )*

 

 

Birkenstock Holding plc

(Name of Issuer)

Ordinary Shares, no par value

(Title of Class of Securities)

M2029K 104

(CUSIP Number)

December 31, 2023

(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)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

 

*

The remainder of this cover page shall be filled out for a reporting persons 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

 

BK LC Lux MidCo S.à r.l.

 2.  

 Check The Appropriate Box if a Member of a Group (See Instructions)

 

 (a) ☐  (b) ☐

 3.  

 SEC Use Only

 

 4.  

 Citizenship or Place of Organization

 

Grand Duchy of Luxembourg

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

   5.    

 Sole Voting Power

 

0

   6.   

 Shared Voting Power

 

152,279,882

   7.   

 Sole Dispositive Power

 

0

   8.   

 Shared Dispositive Power

 

152,279,882

 9.   

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

152,279,882

10.  

 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

 

 ☐

11.  

 Percent of Class Represented By Amount in Row (9)

 

81.1%(1)

12.  

 Type of Reporting Person (See Instructions)

 

OO

 

(1)

Calculated based on 187,825,592 ordinary shares outstanding as of November 30, 2023, as reported in the Issuers annual report on Form 20-F filed with the Securities and Exchange Commission (the SEC) on January 18, 2024.


 1.   

 Names of Reporting Persons

 

Catterton Caledonia 1 Limited

 2.  

 Check The Appropriate Box if a Member of a Group (See Instructions)

 

 (a) ☐  (b) ☐

 3.  

 SEC Use Only

 

 4.  

 Citizenship or Place of Organization

 

United Kingdom

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

   5.    

 Sole Voting Power

 

0

   6.   

 Shared Voting Power

 

152,279,882

   7.   

 Sole Dispositive Power

 

0

   8.   

 Shared Dispositive Power

 

152,279,882

 9.   

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

152,279,882

10.  

 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

 

 ☐

11.  

 Percent of Class Represented By Amount in Row (9)

 

81.1%(1)

12.  

 Type of Reporting Person (See Instructions)

 

OO

 

(1)

Calculated based on 187,825,592 ordinary shares outstanding as of November 30, 2023, as reported in the Issuers annual report on Form 20-F filed with the SEC on January 18, 2024.


 1.   

 Names of Reporting Persons

 

Catterton Caledonia 2 Limited

 2.  

 Check The Appropriate Box if a Member of a Group (See Instructions)

 

 (a) ☐  (b) ☐

 3.  

 SEC Use Only

 

 4.  

 Citizenship or Place of Organization

 

United Kingdom

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

   5.    

 Sole Voting Power

 

0

   6.   

 Shared Voting Power

 

152,279,882

   7.   

 Sole Dispositive Power

 

0

   8.   

 Shared Dispositive Power

 

152,279,882

 9.   

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

152,279,882

10.  

 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

 

 ☐

11.  

 Percent of Class Represented By Amount in Row (9)

 

81.1%(1)

12.  

 Type of Reporting Person (See Instructions)

 

OO

 

(1)

Calculated based on 187,825,592 ordinary shares outstanding as of November 30, 2023, as reported in the Issuers annual report on Form 20-F filed with the SEC on January 18, 2024.


 1.   

 Names of Reporting Persons

 

Scott Arnold Dahnke

 2.  

 Check The Appropriate Box if a Member of a Group (See Instructions)

 

 (a) ☐  (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

 

152,279,882

   7.   

 Sole Dispositive Power

 

0

   8.   

 Shared Dispositive Power

 

152,279,882

 9.   

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

152,279,882

10.  

 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

 

 ☐

11.  

 Percent of Class Represented By Amount in Row (9)

 

81.1%(1)

12.  

 Type of Reporting Person (See Instructions)

 

IN

 

(1)

Calculated based on 187,825,592 ordinary shares outstanding as of November 30, 2023, as reported in the Issuers annual report on Form 20-F filed with the SEC on January 18, 2024.


 1.   

 Names of Reporting Persons

 

James Michael Chu

 2.  

 Check The Appropriate Box if a Member of a Group (See Instructions)

 

 (a) ☐  (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

 

152,279,882

   7.   

 Sole Dispositive Power

 

0

   8.   

 Shared Dispositive Power

 

152,279,882

 9.   

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

152,279,882

10.  

 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

 

 ☐

11.  

 Percent of Class Represented By Amount in Row (9)

 

81.1%(1)

12.  

 Type of Reporting Person (See Instructions)

 

IN

 

(1)

Calculated based on 187,825,592 ordinary shares outstanding as of November 30, 2023, as reported in the Issuers annual report on Form 20-F filed with the SEC on January 18, 2024.


Item 1(a).

Name of Issuer

 

Birkenstock Holding plc (the Issuer)

 

Item 1(b).

Address of the Issuers Principal Executive Offices

 

1-2 Berkeley Square

London W1J 6EA

United Kingdom

 

Item 2(a).

Names of Persons Filing

 

This statement is filed by the entities and persons listed below, collectively referred to herein as the Reporting Persons:

 

  (i)

BK LC Lux MidCo S.à r.l. (MidCo)

 

  (ii)

Catterton Caledonia 1 Limited (Caledonia 1)

 

  (iii)

Catterton Caledonia 2 Limited (Caledonia 2)

 

  (iv)

Scott Arnold Dahnke

 

  (v)

James Michael Chu

 

Item 2(b).

Address of the Principal Business Office, or if none, Residence

 

599 West Putnam Avenue

Greenwich, CT 06830

 

Item 2(c).

Citizenship

 

See responses to Item 4 on each cover page.

 

Item 2(d).

Title of Class of Securities

 

Ordinary Shares, no par value

 

Item 2(e).

CUSIP Number

 

M2029K 104

 

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)(b) 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:             

 

Not Applicable.


Item 4.

Ownership

 

   (a)

Amount beneficially owned:

See responses to Item 9 on each cover page.

 

   (b)

Percent of Class:

See responses to Item 11 on each cover page.

 

   (c)

Number of shares as to which the Reporting Person has:

 

  (i)

Sole power to vote or to direct the vote:

See responses to Item 5 on each cover page.

 

  (ii)

Shared power to vote or to direct the vote:

See responses to Item 6 on each cover page.

 

  (iii)

Sole power to dispose or to direct the disposition of:

See responses to Item 7 on each cover page.

 

  (iv)

Shared power to dispose or to direct the disposition of:

See responses to Item 8 on each cover page.

The reported securities are held directly by MidCo. The management of MidCo is controlled by BK LC Lux SCA. BK LC Lux GP S.à r.l. is the general partner of BK LC Lux SCA. The management of BK LC Lux GP S.à r.l. is controlled by LC9 Caledonia AIV GP, LLP. LC9 Caledonia AIV GP, LLP is managed by its members, Caledonia 1 and Caledonia 2. The management of each of Caledonia 1 and Caledonia 2 is controlled by its directors, James Michael Chu and Scott Arnold Dahnke. As such, Messrs. Chu and Dahnke may be deemed to share voting and dispositive power with respect to the shares held directly by MidCo.

This statement on Schedule 13G (this Statement) shall not be construed as an admission that the Reporting Persons or any of the foregoing are, for purposes of Section 13(d) and 13(g), beneficial owners of any securities covered by this Statement.

 

Item 5.

Ownership of 5 Percent or Less of a Class

 

Not Applicable.

 

Item 6.

Ownership of More than 5 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

 

Not Applicable.


Item 9.

Notice of Dissolution of Group

 

Not Applicable.

 

Item 10.

Certification

 

Not Applicable.


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 9, 2024

 

BK LC Lux MidCo S.à r.l.
By:   /s/ James Michael Chu
Name:   James Michael Chu
Title:   Manager
Catterton Caledonia 1 Limited
By:   /s/ James Michael Chu
Name:   James Michael Chu
Title:   Authorized Person
Catterton Caledonia 2 Limited
By:   /s/ James Michael Chu
Name:   James Michael Chu
Title:   Authorized Person
Scott Arnold Dahnke
/s/ Scott Arnold Dahnke
James Michael Chu
/s/ James Michael Chu

EXHIBIT LIST

 

Exhibit A    Joint Filing Agreement, dated as of February 9, 2024