Amended Statement of Ownership (sc 13g/a)
February 16 2021 - 4:36PM
Edgar (US Regulatory)
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UNITED STATES
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SECURITIES AND EXCHANGE
COMMISSION
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Washington, D.C. 20549
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SCHEDULE
13G*/
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(Rule 13d-102)
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Under the Securities Exchange
Act of 1934
(Amendment No. 1)*
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Periphas
Capital Partnering Corporation
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(Name of Issuer)
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Class
A common stock, par value $0.0001 per share
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(Title of Class of Securities)
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713895100
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(CUSIP Number)
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December
31, 2020
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Date of Event Which Requires
Filing of the Statement
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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).
CUSIP No. 713895100
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13G/A
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Page 2 of 14 Pages
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1.
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NAME OF REPORTING PERSON
Citadel Advisors LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
800,000 shares
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
See Row 6 above
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
See Row 6 above
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10.
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.8%1
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12.
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TYPE OF REPORTING PERSON
IA; OO; HC
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1
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The
percentages reported in this Schedule 13G/A are based upon 16,805,600 shares of Class
A common stock outstanding (consisting of (i) 14,400,000 shares of Class A common stock
issued in the initial public offering, (ii) 224,000 shares of Class A common stock sold
in a private placement simultaneous with the consummation of the initial public offering,
and (iii) 2,181,600 additional shares of Class A common stock issued in connection with
the over-allotment closing on December 16, 2020, in each case according to the issuer’s
Form 8-K as filed with the Securities and Exchange Commission on December 18, 2020).
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CUSIP No. 713895100
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13G/A
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Page 3 of 14 Pages
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1.
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NAME OF REPORTING PERSON
Citadel Advisors Holdings LP
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
0
|
6.
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SHARED VOTING POWER
800,000 shares
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
See Row 6 above
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
See Row 6 above
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10.
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.8%
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12.
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TYPE OF REPORTING PERSON
PN; HC
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CUSIP No. 713895100
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13G/A
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Page 4 of 14 Pages
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1.
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NAME OF REPORTING PERSON
Citadel GP LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
0
|
6.
|
SHARED VOTING POWER
800,000 shares
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7.
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SOLE DISPOSITIVE POWER
0
|
8.
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SHARED DISPOSITIVE POWER
See Row 6 above.
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
See Row 6 above.
|
10.
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.8%
|
12.
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TYPE OF REPORTING PERSON
OO; HC
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CUSIP No. 713895100
|
13G/A
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Page 5 of 14 Pages
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1.
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NAME OF REPORTING PERSON
Citadel Securities LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
|
3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
0
|
6.
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SHARED VOTING POWER
752 shares
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
See Row 6 above.
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
See Row 6 above.
|
10.
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 0.1%
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12.
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TYPE OF REPORTING PERSON
BD, OO
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CUSIP No. 713895100
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13G/A
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Page 6 of 14 Pages
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1.
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NAME OF REPORTING PERSON
CALC IV LP
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
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3.
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SEC USE ONLY
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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
752 shares
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7.
|
SOLE DISPOSITIVE POWER
0
|
8.
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SHARED DISPOSITIVE POWER
See Row 6 above.
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
See Row 6 above.
|
10.
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 0.1%
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12.
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TYPE OF REPORTING PERSON
PN; HC
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CUSIP No. 713895100
|
13G/A
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Page 7 of 14 Pages
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1.
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NAME OF REPORTING PERSON
Citadel Securities GP LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
|
3.
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SEC USE ONLY
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4.
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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
752 shares
|
7.
|
SOLE DISPOSITIVE POWER
0
|
8.
|
SHARED DISPOSITIVE POWER
See Row 6 above.
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
See Row 6 above.
|
10.
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 0.1%
|
12.
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TYPE OF REPORTING PERSON
OO; HC
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CUSIP No. 713895100
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13G/A
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Page 8 of 14 Pages
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1.
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NAME OF REPORTING PERSON
Kenneth Griffin
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
|
SOLE VOTING POWER
0
|
6.
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SHARED VOTING POWER
800,752 shares
|
7.
|
SOLE DISPOSITIVE POWER
0
|
8.
|
SHARED DISPOSITIVE POWER
See Row 6 above
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
See Row 6 above
|
10.
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.8%
|
12.
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TYPE OF REPORTING PERSON
IN; HC
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CUSIP No. 713895100
|
13G/A
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Page 9 of 14 Pages
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Item 1(a)
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Name of Issuer
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Periphas Capital Partnering Corporation
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Item 1(b)
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Address of Issuer’s Principal Executive Offices
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667 Madison Avenue, 15th Floor, New York, NY 10065
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Item 2(a)
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Name of Person Filing
This Schedule 13G is being jointly filed by Citadel Advisors LLC (“Citadel Advisors”),
Citadel Advisors Holdings LP (“CAH”), Citadel GP LLC (“CGP”),
Citadel Securities LLC (“Citadel Securities”), CALC IV LP (“CALC4”),
Citadel Securities GP LLC (“CSGP”) and Mr. Kenneth Griffin (collectively
with Citadel Advisors, CAH, CGP, Citadel Securities, CALC4 and CSGP, the “Reporting
Persons”) with respect to shares of Class A common stock of the above-named issuer
owned by Citadel Equity Fund Ltd., a Cayman Islands company (“CEFL”), Citadel
Multi-Strategy Equities Master Fund Ltd., a Cayman Islands company (“CM”),
and Citadel Securities.
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Citadel
Advisors is the portfolio manager for CEFL and CM. CAH is the sole member of Citadel Advisors. CGP is the general
partner of CAH. CALC4 is the non-member manager of Citadel Securities. CSGP is the general partner of CALC4.
Mr. Griffin is the President and Chief Executive Officer of CGP, and owns a controlling interest in CGP and
CSGP.
The
filing of this statement shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any
securities covered by the statement other than the securities actually owned by such person (if any).
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Item 2(b)
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Address of Principal Business Office
The address of the principal business office of each of the Reporting Persons is
131 S. Dearborn Street, 32nd Floor, Chicago, Illinois 60603.
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Item 2(c)
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Citizenship
Each of Citadel Advisors, CGP, Citadel Securities and CSGP is organized as a limited
liability company under the laws of the State of Delaware. Each of CALC4 and CAH is organized
as a limited partnership under the laws of the State of Delaware. Mr. Griffin is a U.S.
citizen.
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Item 2(d)
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Title of Class of Securities
Class A common stock, par value $0.0001 per share
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Item 2(e)
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CUSIP Number
713895100
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CUSIP No. 713895100
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13G/A
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Page 10 of 14 Pages
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Item 3
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If this statement is filed
pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
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(a)
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¨
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Broker or dealer registered under
Section 15 of the Exchange Act;
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(b)
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¨
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Bank as defined in Section 3(a)(6)
of the Exchange Act;
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(c)
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¨
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Insurance company as defined in Section
3(a)(19) of the Exchange Act;
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(d)
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¨
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Investment company registered under
Section 8 of the Investment Company Act;
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(e)
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¨
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An investment adviser in accordance
with Rule 13d-1(b)(1)(ii)(E);
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(f)
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¨
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An employee benefit plan or endowment
fund in accordance with Rule 13d-1(b)(1)(ii)(F);
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(g)
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¨
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A parent holding company or control
person in accordance with Rule 13d-1(b)(1)(ii)(G);
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(h)
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¨
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A savings association as defined
in Section 3(b) of the Federal Deposit Insurance Act;
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(i)
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¨
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A church plan that is excluded from
the definition of an investment company under Section 3(c)(14) of the Investment Company
Act;
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(j)
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¨
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A non-U.S. institution in accordance
with Rule 13d-1(b)(1)(ii)(J);
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(k)
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¨
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Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
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If filing as
a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ____________.
CUSIP No. 713895100
|
13G/A
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Page 11 of 14 Pages
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A. Citadel Advisors LLC, Citadel
Advisors Holdings LP and Citadel GP LLC
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(a)
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Each of Citadel Advisors LLC, Citadel
Advisors Holdings LP and Citadel GP LLC may be deemed to beneficially own 800,000 shares
of Class A common stock.
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(b)
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The number of shares that each of
Citadel Advisors LLC, Citadel Advisors Holdings LP and Citadel GP LLC may be deemed to
beneficially own constitutes approximately 4.8% of the Class A common stock outstanding.
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(c)
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Number of shares
as to which such person has:
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(i)
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sole power to vote or to direct the
vote: 0
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(ii)
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shared power to vote or to direct
the vote: 800,000
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(iii)
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sole power to dispose or to direct
the disposition of: 0
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(iv)
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shared power to dispose or to direct
the disposition of: 800,000
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B. Citadel Securities LLC
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(a)
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Citadel Securities LLC may be deemed
to beneficially own 752 shares of Class A common stock.
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(b)
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The number of shares that Citadel
Securities LLC may be deemed to beneficially own constitutes less than 0.1% of the Class
A common stock outstanding.
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(c)
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Number of shares
as to which such person has:
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(i)
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sole power to vote or to direct the
vote: 0
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(ii)
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shared power to vote or to direct
the vote: 752
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(iii)
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sole power to dispose or to direct
the disposition of: 0
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(iv)
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shared power to dispose or to direct
the disposition of: 752
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CUSIP No. 713895100
|
13G/A
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Page 12 of 14 Pages
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C. CALC IV LP and Citadel Securities
GP LLC
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(a)
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Each of CALC IV LP and Citadel Securities
GP LLC may be deemed to beneficially own 752 shares of Class A common stock.
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(b)
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The number of shares that each of
CALC IV LP and Citadel Securities GP LLC may be deemed to beneficially own constitutes
less than 0.1% of the Class A common stock outstanding.
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(c)
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Number of shares
as to which such person has:
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(i)
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sole power to vote or to direct the
vote: 0
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(ii)
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shared power to vote or to direct
the vote: 752
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(iii)
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sole power to dispose or to direct
the disposition of: 0
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(iv)
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shared power to dispose or to direct
the disposition of: 752
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(a)
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Mr. Griffin may be deemed to beneficially
own 800,752 shares of Class A common stock.
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(b)
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The number of shares that Mr. Griffin
may be deemed to beneficially own constitutes approximately 4.8% of the Class A common
stock outstanding.
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(c)
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Number of shares
as to which such person has:
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(i)
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sole power to vote or to direct the
vote: 0
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(ii)
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shared power to vote or to direct
the vote: 800,752
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(iii)
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sole power to dispose or to direct
the disposition of: 0
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(iv)
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shared power to dispose or to direct
the disposition of: 800,752
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CUSIP No. 713895100
|
13G/A
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Page 13 of 14 Pages
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Item 5
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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 person has ceased to be the beneficial owner of more than 5 percent of the
class of securities, check the following x.
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Item 6
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Ownership of More than Five Percent on Behalf of Another
Person
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Not Applicable
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Item 7
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Identification and Classification of the Subsidiary
which Acquired the Security Being Reported on by the Parent Holding Company
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See Item 2 above
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Item 8
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Identification and Classification of Members of the
Group
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Not Applicable
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Item 9
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Notice of Dissolution of Group
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Not Applicable
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Item 10
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Certification
By signing below I certify that, to the best of my 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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CUSIP No. 713895100
|
13G/A
|
Page 14 of 14 Pages
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After reasonable inquiry
and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated this 16th day of February, 2021.
CITADEL
SECURITIES LLC
|
CITADEL
ADVISORS LLC
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By:
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/s/
Guy Miller
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By:
|
/s/
Gregory Johnson
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Guy Miller, Authorized
Signatory
|
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Gregory
Johnson, Authorized Signatory
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CALC
IV LP
|
CITADEL
ADVISORS HOLDINGS LP
|
By:
|
/s/
Guy Miller
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By:
|
/s/
Gregory Johnson
|
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Guy Miller, Authorized
Signatory
|
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Gregory
Johnson, Authorized Signatory
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CITADEL
SECURITIES GP LLC
|
CITADEL
GP LLC
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By:
|
/s/
Guy Miller
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By:
|
/s/
Gregory Johnson
|
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Guy Miller, Authorized
Signatory
|
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Gregory
Johnson, Authorized Signatory
|
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KENNETH
GRIFFIN
|
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By:
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/s/
Gregory Johnson
|
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Gregory Johnson,
attorney-in-fact*
|
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*
|
Gregory
Johnson is signing on behalf of Kenneth Griffin as attorney-in-fact pursuant to a power
of attorney previously filed with the Securities and Exchange Commission, and hereby
incorporated by reference herein. The power of attorney was filed as an attachment to
a filing by Citadel Advisors LLC on Schedule 13G for Jaws Acquisition Corp. on February
1, 2021.
|
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