Schedule 13D/A

Filed by: TDS INVESTOR (LUXEMBOURG) S.A.R.L.
Total Shares: 782,697
Subject Company: Orbitz Worldwide Inc - View Complete Ownership History Backtest
Filed as of Date: 07/22/2014
Event Date: 07/22/2014
Overall % Ownership: 0.7
Theoretical performance if you bought this security on the day the filing was released.
Perf 1d Perf 5d Perf 1m Perf 6m Perf 1y Max Gain # Days to Max Gain Max Loss # Days to Max Loss
0.333 -0.111 -9.434 9.7669 23.3074 31.2986 165 -17.6471 59

Reporting Persons

Name Sole
Voting Power
Shared
Voting Power
Sole
Dispositive Power
Shared
Dispositive Power
Aggregate
Amount Owned
Percent
of class
TDS Investor (Luxembourg) Sàrl 0 782,697 0 782,697 782,697 0.7%
Waltonville Limited 0 782,697 0 782,697 782,697 0.7%
Travelport Limited 0 782,697 0 782,697 782,697 0.7%
Travelport Holdings Limited 0 782,697 0 782,697 782,697 0.7%
Travelport Worldwide Limited 0 782,697 0 782,697 782,697 0.7%
View Original Filing on Edgar's

Raw Filing Contents

0001193125-14-275647.txt : 20140722
0001193125-14-275647.hdr.sgml : 20140722
20140722165406
ACCESSION NUMBER:		0001193125-14-275647
CONFORMED SUBMISSION TYPE:	SC 13D/A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20140722
DATE AS OF CHANGE:		20140722
GROUP MEMBERS:		TRAVELPORT HOLDINGS LTD
GROUP MEMBERS:		TRAVELPORT LTD
GROUP MEMBERS:		TRAVELPORT WORLDWIDE LTD
GROUP MEMBERS:		WALTONVILLE LTD

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Orbitz Worldwide, Inc.
		CENTRAL INDEX KEY:			0001394159
		STANDARD INDUSTRIAL CLASSIFICATION:	TRANSPORTATION SERVICES [4700]
		IRS NUMBER:				205337455
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-83537
		FILM NUMBER:		14987063

	BUSINESS ADDRESS:	
		STREET 1:		500 W. MADISON STREET
		STREET 2:		SUITE 1000
		CITY:			CHICAGO
		STATE:			IL
		ZIP:			60661
		BUSINESS PHONE:		312-894-5000

	MAIL ADDRESS:	
		STREET 1:		500 W. MADISON STREET
		STREET 2:		SUITE 1000
		CITY:			CHICAGO
		STATE:			IL
		ZIP:			60661

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			TDS Investor (Luxembourg) S.a.r.l.
		CENTRAL INDEX KEY:			0001394089
		IRS NUMBER:				980505096
		STATE OF INCORPORATION:			N4
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D/A

	BUSINESS ADDRESS:	
		STREET 1:		4A, RUE HENRI SCHNADT
		CITY:			LUXEMBOURG
		STATE:			N4
		ZIP:			2530
		BUSINESS PHONE:		(352) 621 159347

	MAIL ADDRESS:	
		STREET 1:		4A, RUE HENRI SCHNADT
		CITY:			LUXEMBOURG
		STATE:			N4
		ZIP:			2530
SC 13D/A 1 d760743dsc13da.htm AMENDMENT #5 TO SCHEDULE 13D Amendment #5 to Schedule 13D

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

INFORMATION TO BE INCLUDED IN THE STATEMENTS FILED PURSUANT TO

RULE 13d-1(a) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 5)

 

 

Orbitz Worldwide, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

68557K109

(CUSIP Number)

Eric J. Bock

Executive Vice President, Chief Administrative Officer and Chief Legal Officer

Travelport Limited

300 Galleria Parkway

Atlanta, GA 30339

(770) 563-7400

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 22, 2014

(Date of Event Which Requires Filing of This Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box  ¨

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 following pages)

Page 1 of 9 Pages

 

 

 


CUSIP No. 68557K109   Page 2 of 9 Pages

 

  1   

Names of reporting persons

 

TDS Investor (Luxembourg) S.à.r.l.

  2  

Check the appropriate box if a member of a group*

(a)  ¨        (b)  ¨

 

  3  

SEC use only

 

  4  

Source of funds*

 

    WC

  5  

Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨

 

  6  

Citizenship or place of organization

 

    Luxembourg

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     7    

Sole voting power

 

    0

     8   

Shared voting power

 

    782,697 (see Item 5)

     9   

Sole dispositive power

 

    0

   10   

Shared dispositive power

 

    782,697 (see Item 5)

11  

Aggregate amount beneficially owned by each reporting person

 

    782,697

12  

Check box if the aggregate amount in Row (11) excludes certain shares    ¨

 

13  

Percent of class represented by amount in Row (11)

 

    0.7%*

14  

Type of reporting person*

 

    OO

 

* Based on 110,241,787 shares of Common Stock outstanding as of July 10, 2014.


CUSIP No. 68557K109   Page 3 of 9 Pages

 

  1   

Names of reporting persons

 

Waltonville Limited

  2  

Check the appropriate box if a member of a group*

(a)  ¨        (b)  ¨

 

  3  

SEC use only

 

  4  

Source of funds*

 

    AF

  5  

Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨

 

  6  

Citizenship or place of organization

 

    Gibraltar

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     7    

Sole voting power

 

    0

     8   

Shared voting power

 

    782,697 (see Item 5)

     9   

Sole dispositive power

 

    0

   10   

Shared dispositive power

 

    782,697 (see Item 5)

11  

Aggregate amount beneficially owned by each reporting person

 

    782,697

12  

Check box if the aggregate amount in Row (11) excludes certain shares    ¨

 

13  

Percent of class represented by amount in Row (11)

 

    0.7%*

14  

Type of reporting person*

 

    OO

 

* Based on 110,241,787 shares of Common Stock outstanding as of July 10, 2014.


CUSIP No. 68557K109   Page 4 of 9 Pages

 

  1   

Names of reporting persons

 

Travelport Limited

  2  

Check the appropriate box if a member of a group*

(a)  ¨        (b)  ¨

 

  3  

SEC use only

 

  4  

Source of funds*

 

    AF

  5  

Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨

 

  6  

Citizenship or place of organization

 

    Bermuda

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     7    

Sole voting power

 

    0

     8   

Shared voting power

 

    782,697 (see Item 5)

     9   

Sole dispositive power

 

    0

   10   

Shared dispositive power

 

    782,697 (see Item 5)

11  

Aggregate amount beneficially owned by each reporting person

 

    782,697

12  

Check box if the aggregate amount in Row (11) excludes certain shares    ¨

 

13  

Percent of class represented by amount in Row (11)

 

    0.7%*

14  

Type of reporting person*

 

    OO

 

* Based on 110,241,787 shares of Common Stock outstanding as of July 10, 2014.


CUSIP No. 68557K109   Page 5 of 9 Pages

 

  1   

Names of reporting persons

 

Travelport Holdings Limited

  2  

Check the appropriate box if a member of a group*

(a)  ¨        (b)  ¨

 

  3  

SEC use only

 

  4  

Source of funds*

 

    AF

  5  

Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨

 

  6  

Citizenship or place of organization

 

    Bermuda

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     7    

Sole voting power

 

    0

     8   

Shared voting power

 

    782,697 (see Item 5)

     9   

Sole dispositive power

 

    0

   10   

Shared dispositive power

 

    782,697 (see Item 5)

11  

Aggregate amount beneficially owned by each reporting person

 

    782,697

12  

Check box if the aggregate amount in Row (11) excludes certain shares    ¨

 

13  

Percent of class represented by amount in Row (11)

 

    0.7%*

14  

Type of reporting person*

 

    OO

 

* Based on 110,241,787 shares of Common Stock outstanding as of July 10, 2014.


CUSIP No. 68557K109   Page 6 of 9 Pages

 

  1   

Names of reporting persons

 

Travelport Worldwide Limited

  2  

Check the appropriate box if a member of a group*

(a)  ¨        (b)  ¨

 

  3  

SEC use only

 

  4  

Source of funds*

 

    AF

  5  

Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨

 

  6  

Citizenship or place of organization

 

    Bermuda

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     7    

Sole voting power

 

    0

     8   

Shared voting power

 

    782,697 (see Item 5)

     9   

Sole dispositive power

 

    0

   10   

Shared dispositive power

 

    782,697 (see Item 5)

11  

Aggregate amount beneficially owned by each reporting person

 

    782,697

12  

Check box if the aggregate amount in Row (11) excludes certain shares    ¨

 

13  

Percent of class represented by amount in Row (11)

 

    0.7%*

14  

Type of reporting person*

 

    OO

 

* Based on 110,241,787 shares of Common Stock outstanding as of July 10, 2014.


Page 7 of 9 Pages

 

This Amendment No. 5 to Schedule 13D (this “Amendment”) amends and supplements the Schedule 13D (the “Original Filing”), filed on January 28, 2010 by certain of the Reporting Persons identified in Item 2 below, as amended and supplemented by Amendment No. 1 (“Amendment No. 1”), filed on April 25, 2013 by the Reporting Persons identified in Item 2 below, and as further amended and supplemented by Amendment No. 2 (“Amendment No. 2”), filed on May 23, 2014 by the Reporting Persons identified in Item 2 below, and as further amended and supplemented by Amendment No. 3 (“Amendment No. 3”), filed on May 29, 2014 by the Reporting Persons identified in Item 2 below, and as further amended and supplemented by Amendment No. 4 (“Amendment No. 4” and, the Original Filing as amended and supplemented by Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4, the “Schedule 13D”), filed on July 17, 2014 by the Reporting Persons identified in Item 2 hereof, in respect of the common stock, par value $0.01 per share (“Common Stock”), of Orbitz Worldwide, Inc. (the “Issuer”). This Amendment is being filed to report the sale by TDS Investor (Luxembourg) S.à.r.l. (“Luxco”) of shares of Common Stock of the Issuer.

This Amendment is being filed jointly by Luxco, Waltonville Limited (“Waltonville”), Travelport Limited (“Travelport”), Travelport Holdings Limited (“Holdings”) and Travelport Worldwide Limited (“Worldwide” and, together with Luxco, Waltonville, Travelport and Holdings, the “Reporting Persons”). The agreement among the Reporting Persons relating to the joint filing of the Statement is attached as Exhibit 99.1 to Amendment No. 1. Neither the present filing nor anything contained herein nor in the Schedule 13D shall be construed as an admission that the Reporting Persons constitute a “group” for any purposes, and the Reporting Persons do not affirm the existence of a group.

 

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended and supplemented to add:

On July 22, 2014, pursuant to the Underwriting Agreement (as defined and described in Amendment No. 4), Luxco sold 39,000,000 shares of Common Stock to the Underwriter (as defined in Amendment No. 4).

 

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:

(a) As of the date hereof, the Reporting Persons beneficially own the aggregate number and percentage of outstanding shares of Common Stock set forth below:

 

Reporting Person

   Aggregate
Number of
Shares of
Common Stock
Beneficially
Owned
    Percentage of
Outstanding
Common Stock(1)
 

Luxco

     782,697        0.7

Waltonville

     782,697 (2)      0.7

Travelport

     782,697 (2)      0.7

Holdings

     782,697 (2)      0.7

Worldwide

     782,697 (2)      0.7

 

(1) Calculated based on 110,241,787 shares of Common Stock outstanding as of July 10, 2014.
(2) By virtue of the relationships reported in Item 2 and pursuant to Rule 13d-3 under the Act, each of such Reporting Persons may be deemed to indirectly beneficially own the 782,697 shares of Common Stock beneficially owned by Luxco.


Page 8 of 9 Pages

 

(b) By virtue of the relationships reported in Item 2 and pursuant to Rule 13d-3 under the Act, each of Luxco, Waltonville, Travelport, Holdings and Worldwide may be deemed to have shared voting and dispositive power with respect to 782,697 shares of Common Stock.

(c) Except as set forth herein, none of the Reporting Persons has engaged in any transaction during the past 60 days in any shares of Common Stock.

(d) Except as set forth in Item 6 below, no one other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the shares of Common Stock of the Issuer reported on this Schedule 13D.

(e) As of July 22, 2014, the Reporting Persons ceased to be the beneficial owners of more than five percent of the Common Stock.


Page 9 of 9 Pages

 

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: July 22, 2014

 

TDS INVESTOR (LUXEMBOURG) S.À.R.L.
By:  

/s/ Rochelle Boas

  Name:   Rochelle Boas
  Title:   Manager
WALTONVILLE LIMITED
By:  

/s/ Kristina Howell

  Name:   Kristina Howell
  Title:   Director
TRAVELPORT LIMITED
By:  

/s/ Rochelle Boas

  Name:   Rochelle Boas
  Title:   Senior Vice President and Assistant Secretary
TRAVELPORT HOLDINGS LIMITED
By:  

/s/ Rochelle Boas

  Name:   Rochelle Boas
  Title:   Senior Vice President and Assistant Secretary
TRAVELPORT WORLDWIDE LIMITED
By:  

/s/ Rochelle Boas

  Name:   Rochelle Boas
  Title:   Senior Vice President and Assistant Secretary
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