Initial Statement of Beneficial Ownership (3)
December 23 2020 - 5:19PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
SK Praetorian Holdings, L.P. |
2. Date of Event Requiring Statement (MM/DD/YYYY)
12/23/2020
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3. Issuer Name and Ticker or Trading Symbol
Venator Materials PLC [VNTR]
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(Last)
(First)
(Middle)
430 PARK AVENUE, 18TH FLOOR |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director ___X___ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Street)
NEW YORK, NY 10022
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4) | 2. Amount of Securities Beneficially Owned
(Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) | 4. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Ordinary Shares | 42429807 | D (1)(2) | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4) | 2. Date Exercisable and Expiration Date
(MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) | 6. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Option (right to purchase) | (3) | 6/23/2023 | Ordinary Shares | 9688761 | $2.15 (3) | D (1)(2) | |
| Explanation of Responses: |
| (1) | The securities are held by SK Praetorian Holdings, L.P. ("SK Praetorian Holdings"). (i) SK Praetorian GP, LLC ("SK Praetorian GP") is the general partner of SK Praetorian Holdings; (ii) SK Capital Investment V, L.P. is the general partner of SK Praetorian GP; (ii) SK Capital Investment V, Ltd. is the general partner of SK Capital Investment V, L.P.; and (iv) Jamshid Keynejad and Barry Siadat (collectively with SK Praetorian GP, SK Capital Investment V, L.P. and SK Capital Investment V, Ltd., the "General Partners") are the general partners of SK Capital Investment V, Ltd. The General Partners may be deemed to have an indirect beneficial ownership with respect to the securities held by SK Praetorian Holdings. |
| (2) | Each Reporting Person disclaims beneficial ownership of all interests reported on this Form 3 except to the extent of such Reporting Person's pecuniary interests. |
| (3) | The options issued by Huntsman International LLC ("Huntsman") to SK Praetorian Holdings pursuant to that certain Option Agreement, dated as of August 28, 2020 (the "Option Agreement"), by and among SK Praetorian Holdings and Huntsman are exercisable into 9,688,761 ordinary shares, par value $0.001 per share, of Venator Materials PLC (the "Ordinary Shares") at the holder's election at a purchase price of $2.15 per Ordinary Shares and expire on June 23, 2023 at 5:00 p.m. New York City time. The options are not exercisable so long as such exercise would result in a default or an "Event of Default" under any Credit Agreement (as defined in the Option Agreement) and are therefore not currently exercisable. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
SK Praetorian Holdings, L.P.
430 PARK AVENUE
18TH FLOOR
NEW YORK, NY 10022 |
| X |
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SK Praetorian GP, LLC
430 PARK AVENUE
18TH FLOOR
NEW YORK, NY 10022 |
| X |
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SK Capital Investment V, L.P.
430 PARK AVENUE
18TH FLOOR
NEW YORK, NY 10022 |
| X |
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SK Capital Investment V, Ltd.
430 PARK AVENUE
18TH FLOOR
NEW YORK, NY 10022 |
| X |
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Keynejad Jamshid
430 PARK AVENUE
18TH FLOOR
NEW YORK, NY 10022 |
| X |
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Siadat Barry
430 PARK AVENUE
18TH FLOOR
NEW YORK, NY 10022 |
| X |
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Signatures
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| /s/ Jerry Truzzolino Authorized Signatory of SK Praetorian Holdings, L.P. | | 12/23/2020 |
| **Signature of Reporting Person | Date |
| /s/ Jerry Truzzolino Authorized Signatory of SK Praetorian GP, LLC | | 12/23/2020 |
| **Signature of Reporting Person | Date |
| /s/ Jerry Truzzolino Authorized Signatory of SK Capital Investment V, L.P. | | 12/23/2020 |
| **Signature of Reporting Person | Date |
| /s/ Jerry Truzzolino Authorized Signatory of SK Capital Investment V, Ltd. | | 12/23/2020 |
| **Signature of Reporting Person | Date |
| /s/ Jamshid Keynejad | | 12/23/2020 |
| **Signature of Reporting Person | Date |
| /s/ Barry Siadat | | 12/23/2020 |
| **Signature of Reporting Person | Date |
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