SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

 

(Amendment No.  6)*

 

 

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

* 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).

 

 

 

 

Item 4.     Purpose of Transaction.

The information contained in Item 4 of the Statement is hereby amended and supplemented by adding the following:

On October 30, 2020, Pollos Upside entered into forward sale transactions pursuant to the Forward Contracts (as defined herein) as described in Item 6 of this Amendment in connection with the forward sale of a portion of its interest in Warrant 1. The information regarding the agreement with unaffiliated third parties in Item 6 is hereby incorporated by reference into this Item 4.

Item 5.     Interest in Securities of the Issuer.

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(1)	Because Primavera Capital Management Ltd is the investment manager of Primavera Capital Fund II L.P. and, as such, holds discretionary investment authority and voting power with respect to shares of its portfolio companies, including the Shares of the Company held through its investment subsidiaries Pollos Investment and Pollos Upside L.P. ("Pollos Upside"), it could be deemed to have the sole power to vote and dispose or direct the disposition of such Shares.
(2)	Because Pollos Investment GP Ltd is the general partner of Pollos Investment and, as such, has the authority to exercise voting or dispositive power with respect to shares of its portfolio companies, including the Shares of the Company, it could be deemed to share the power to vote and dispose or direct the disposition of such Shares.
(3)	Because Pollos L.L.C., is the general partner of Pollos Upside L.P. and, as such, has the authority to exercise voting or dispositive power with respect to shares of its portfolio companies, including the Shares of the Company, it could be deemed to share the power to vote and dispose or direct the disposition of such Shares.
(4)	Fred Zuliu Hu directly holds these Shares and thus may be deemed to have the sole power to vote and dispose of such Shares.

  

All of the Shares reported herein were acquired in a private placement transaction (the "Transaction") pursuant to the Investment Agreement which closed contemporaneous with the spinoff of the Company from the Parent Company on November 1, 2016.  Pursuant to the Investment Agreement, $410,000,000 in cash was paid in consideration for the Shares reported herein. 17,064,172.74 Shares were initially issued directly to Pollos Investment and made subject to a post-closing adjustment on January 9, 2017 whereby 699,394.74 Shares were returned to the Company for par value in accordance with the terms of Sections 2.4(a) and (b) of the Investment Agreement based on the Adjusted VWAP Price Per Share (as such term is defined in the Investment Agreement) of $27.23 at the close of the Measurement Period (as such term is defined in the Investment Agreement).

Pollos Investment acquired the right to receive the Warrants, the forms of which are filed as Exhibits 10.3 and 10.4 to the Company's Form 8-K filed on January 9, 2017, as part of the Transaction.  The Warrants were issued to Pollos Investment by the Company on January 9, 2017 and may be exercised at any time or from time to time through October 31, 2021.  The exercise price of Warrant 1 is $30.401 per Share and the exercise price of Warrant 2 is $38.002 per Share.  Pursuant to the formula set forth in Section 12 of each of Warrant 1 and Warrant 2, the exercise price of each of Warrant 1 and Warrant 2 has been adjusted to reflect dividends declared by the Issuer and the listing of the Company’s shares on The Stock Exchange of Hong Kong Limited.  The terms “Warrant 1” and “Warrant 2” are defined in the Investment Agreement dated September 1, 2016 among YUM! Brands, Inc., the Company, and Pollos Investment L.P. ("Pollos Investment"), filed as Exhibit 10.11 to the Company's Amended Form 10 filed on September 16, 2016.

On November 11, 2016, Fred Zuliu Hu received a total of 8,710 Shares as an annual retainer for his service on the Company's board of directors. On November 1, 2017, Fred Zuliu Hu received an additional 5,891 Shares as an annual retainer.  On June 1, 2018, Fred Zuliu Hu received an additional 4,882 Shares as an annual retainer. On May 31, 2019, Fred Zuliu Hu received an additional 7,248 Shares as an annual retainer. On June 1, 2020, Fred Zuliu Hu received an additional 5,832 Shares as an annual retainer.

On June 30, 2017, the Warrants were transferred from Pollos Investment to Pollos Upside.

SIGNATURE

The undersigned certify, after reasonable inquiry and to the best knowledge and belief of the undersigned, that the information set forth in this Statement is true, complete and correct.  The undersigned agree to the filing of this Amendment No. 6 to the Statement on Schedule 13D.

	PRIMAVERA CAPITAL MANAGEMENT LTD
Date: November 3, 2020	By:	/s/ Fred Zuliu Hu
		Name:  Fred Zuliu Hu
		Title:    Authorized Signatory