SC 13D/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

 

 

DEUTSCHE BANK AKTIENGESELLSCHAFT

(Name of Issuer)

Ordinary shares, no par value

(Title of Class of Securities)

D1T769565 (CUSIP Number)

Laetitia Muir

1 Vine Street

London, W1J 0AH United Kingdom

+44 207 925 8700

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

April 20, 2018

(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.  ☐

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

 

 

* 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 (the “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   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

C-QUADRAT Special Situations Dedicated Fund

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

WC, BK

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
     7    

SOLE VOTING POWER

 

164,245,135 ordinary shares

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

164,245,135 ordinary shares

   10   

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

164,245,135 ordinary shares

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

7.9% of Ordinary Shares*

14  

TYPE OF REPORTING PERSON

 

OO

 

* The Reporting Person is the direct beneficial owner of approximately 7.9% of the outstanding ordinary shares of Deutsche Bank Aktiengesellschaft (“Deutsche Bank”). See Item 5. The calculated percentages are based on 2,066,402,041 Ordinary Shares issued and outstanding of Deutsche Bank as of December 31, 2017 as reported on the cover page of the Annual Report on Form 20-F filed by Deutsche Bank with the Securities and Exchange Commission on March 16, 2018.

 

Page 2 of 19


  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

C-QUADRAT Asset Management (Cayman)

  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 ITEM 2(d)
or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
     7    

SOLE VOTING POWER

 

164,245,135 ordinary shares

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

164,245,135 ordinary shares

   10   

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

164,245,135 ordinary shares

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

7.9% of Ordinary Shares*

14  

TYPE OF REPORTING PERSON

 

OO

 

* The Reporting Person is the indirect beneficial owner of approximately 7.9% of the outstanding ordinary shares of Deutsche Bank. See Item 5. The calculated percentages are based on 2,066,402,041 Ordinary Shares issued and outstanding of Deutsche Bank as of December 31, 2017 as reported on the cover page of the Annual Report on Form 20-F filed by Deutsche Bank with the Securities and Exchange Commission on March 16, 2018.

 

Page 3 of 19


  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

BCM & Partners SA

  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 ITEM 2(d)
or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Switzerland

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
     7    

SOLE VOTING POWER

 

164,245,135 ordinary shares

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

164,245,135 ordinary shares

   10   

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

164,245,135 ordinary shares

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

7.9% of Ordinary Shares*

14  

TYPE OF REPORTING PERSON

 

CO

 

* The Reporting Person is the indirect beneficial owner of approximately 7.9% of the outstanding ordinary shares of Deutsche Bank. See Item 5. The calculated percentages are based on 2,066,402,041 Ordinary Shares issued and outstanding of Deutsche Bank as of December 31, 2017 as reported on the cover page of the Annual Report on Form 20-F filed by Deutsche Bank with the Securities and Exchange Commission on March 16, 2018.

 

Page 4 of 19


  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

C-QUADRAT Asset Management (UK) LLP

  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 ITEM 2(d)
or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United Kingdom

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
     7    

SOLE VOTING POWER

 

164,245,135 ordinary shares

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

164,245,135 ordinary shares

   10   

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

164,245,135 ordinary shares

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

7.9% of Ordinary Shares*

14  

TYPE OF REPORTING PERSON

 

PN

 

* The Reporting Person is the indirect beneficial owner of approximately 7.9% of the outstanding ordinary shares of Deutsche Bank. See Item 5. The calculated percentages are based on 2,066,402,041 Ordinary Shares issued and outstanding of Deutsche Bank as of December 31, 2017 as reported on the cover page of the Annual Report on Form 20-F filed by Deutsche Bank with the Securities and Exchange Commission on March 16, 2018.

 

Page 5 of 19


  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

C-QUADRAT UK Ltd.

  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 ITEM 2(d)
or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United Kingdom

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
     7    

SOLE VOTING POWER

 

164,245,135 ordinary shares

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

164,245,135 ordinary shares

   10   

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

164,245,135 ordinary shares

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

7.9% of Ordinary Shares*

14  

TYPE OF REPORTING PERSON

 

OO

 

* The Reporting Person is the indirect beneficial owner of approximately 7.9% of the outstanding ordinary shares of Deutsche Bank. See Item 5. The calculated percentages are based on 2,066,402,041 Ordinary Shares issued and outstanding of Deutsche Bank as of December 31, 2017 as reported on the cover page of the Annual Report on Form 20-F filed by Deutsche Bank with the Securities and Exchange Commission on March 16, 2018.

 

Page 6 of 19


  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

C-QUADRAT Luxembourg SA

  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 ITEM 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

 

164,245,135 ordinary shares

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

164,245,135 ordinary shares

   10   

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

164,245,135 ordinary shares

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

7.9% of Ordinary Shares*

14  

TYPE OF REPORTING PERSON

 

CO

 

* The Reporting Person is the indirect beneficial owner of approximately 7.9% of the outstanding ordinary shares of Deutsche Bank. See Item 5. The calculated percentages are based on 2,066,402,041 Ordinary Shares issued and outstanding of Deutsche Bank as of December 31, 2017 as reported on the cover page of the Annual Report on Form 20-F filed by Deutsche Bank with the Securities and Exchange Commission on March 16, 2018.

 

Page 7 of 19


  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

C-QUADRAT Investment AG

  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 ITEM 2(d)
or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Austria

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
     7    

SOLE VOTING POWER

 

164,245,135 ordinary shares

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

164,245,135 ordinary shares

   10   

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

164,245,135 ordinary shares

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

7.9% of Ordinary Shares*

14  

TYPE OF REPORTING PERSON

 

CO

 

* The Reporting Person is the indirect beneficial owner of approximately 7.9% of the outstanding ordinary shares of Deutsche Bank. See Item 5. The calculated percentages are based on 2,066,402,041 Ordinary Shares issued and outstanding of Deutsche Bank as of December 31, 2017 as reported on the cover page of the Annual Report on Form 20-F filed by Deutsche Bank with the Securities and Exchange Commission on March 16, 2018.

 

Page 8 of 19


  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Cubic (London) 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 ITEM 2(d)
or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

England and Wales

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
     7    

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

164,245,135 ordinary shares

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

164,245,135 ordinary shares

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

164,245,135 ordinary shares

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

7.9% of Ordinary Shares*

14  

TYPE OF REPORTING PERSON

 

CO

 

* The Reporting Person is the indirect beneficial owner of approximately 7.9% of the outstanding ordinary shares of Deutsche Bank. See Item 5. The calculated percentages are based on 2,066,402,041 Ordinary Shares issued and outstanding of Deutsche Bank as of December 31, 2017 as reported on the cover page of the Annual Report on Form 20-F filed by Deutsche Bank with the Securities and Exchange Commission on March 16, 2018.

 

Page 9 of 19


  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

T.R. Privatstiftung

  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 ITEM 2(d)
or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Austria

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
     7    

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

164,245,135 ordinary shares

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

164,245,135 ordinary shares

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

164,245,135 ordinary shares

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

7.9% of Ordinary Shares*

14  

TYPE OF REPORTING PERSON

 

OO

 

* The Reporting Person is the indirect beneficial owner of approximately 7.9% of the outstanding ordinary shares of Deutsche Bank. See Item 5. The calculated percentages are based on 2,066,402,041 Ordinary Shares issued and outstanding of Deutsche Bank as of December 31, 2017 as reported on the cover page of the Annual Report on Form 20-F filed by Deutsche Bank with the Securities and Exchange Commission on March 16, 2018.

 

Page 10 of 19


  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

San Gabriel Privatstiftung

  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 ITEM 2(d)
or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Austria

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
     7    

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

164,245,135 ordinary shares

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

164,245,135 ordinary shares

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

164,245,135 ordinary shares

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

7.9% of Ordinary Shares*

14  

TYPE OF REPORTING PERSON

 

OO

 

* The Reporting Person is the indirect beneficial owner of approximately 7.9% of the outstanding ordinary shares of Deutsche Bank. See Item 5. The calculated percentages are based on 2,066,402,041 Ordinary Shares issued and outstanding of Deutsche Bank as of December 31, 2017 as reported on the cover page of the Annual Report on Form 20-F filed by Deutsche Bank with the Securities and Exchange Commission on March 16, 2018.

 

Page 11 of 19


  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Mag. Thomas Rieß

  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 ITEM 2(d)
or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Austria

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
     7    

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

164,245,135 ordinary shares

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

164,245,135 ordinary shares

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

164,245,135 ordinary shares

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

7.9% of Ordinary Shares*

14  

TYPE OF REPORTING PERSON

 

IN

 

* The Reporting Person is the indirect beneficial owner of approximately 7.9% of the outstanding ordinary shares of Deutsche Bank. See Item 5. The calculated percentages are based on 2,066,402,041 Ordinary Shares issued and outstanding of Deutsche Bank as of December 31, 2017 as reported on the cover page of the Annual Report on Form 20-F filed by Deutsche Bank with the Securities and Exchange Commission on March 16, 2018.

 

Page 12 of 19


  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Alexander Schütz

  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 ITEM 2(d)
or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Austria

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
     7    

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

164,245,135 ordinary shares

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

164,245,135 ordinary shares

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

164,245,135 ordinary shares

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

7.9% of Ordinary Shares*

14  

TYPE OF REPORTING PERSON

 

IN

 

* The Reporting Person is the indirect beneficial owner of approximately 7.9% of the outstanding ordinary shares of Deutsche Bank. See Item 5. The calculated percentages are based on 2,066,402,041 Ordinary Shares issued and outstanding of Deutsche Bank as of December 31, 2017 as reported on the cover page of the Annual Report on Form 20-F filed by Deutsche Bank with the Securities and Exchange Commission on March 16, 2018.

 

Page 13 of 19


Amendment No. 3 to Schedule 13D

This Amendment No. 4 (this “Amendment”) to the Schedule 13D filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 2, 2017 (the “Initial Filing”), as amended by Amendment No. 1 filed with the SEC on May 23, 2017, Amendment No. 2 filed with the SEC on December 21, 2017 and Amendment No. 3 filed with the SEC on February 15, 2018 (collectively, the “Schedule 13D”) is being filed on behalf of the “Reporting Persons,” as defined in the Schedule 13D and corresponding to the signatories hereto, relating to the ordinary shares, no par value (the “Ordinary Shares”) of Deutsche Bank Aktiengesellschaft (“Deutsche Bank”) held for the account of C-QUADRAT Special Situations Dedicated Fund. Any capitalized terms used but otherwise undefined in this Amendment shall have the meaning given such term in the Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration.

The first sentence of Item 3 of the Schedule 13D is amended and restated to read as follows:

The aggregate purchase price for the Ordinary Shares reported in Item 5 was approximately €2,775,679,249, including brokerage commissions, financing costs and other broker expenses.

Item 5. Interest in Securities of the Issuer.

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

(a) C-QUADRAT is the direct beneficial owner of 164,245,135 Ordinary Shares, representing approximately 7.9% of Deutsche Bank’s outstanding Ordinary Shares. In addition, each Reporting Person other than C-QUADRAT may be deemed the indirect beneficial owner of such Ordinary Shares, representing approximately 7.9% of Deutsche Bank’s outstanding Ordinary Shares. The calculated percentages are based on the 2,066,402,041 Ordinary Shares issued and outstanding as of December 31, 2017 as reported on the cover page of the Annual Report on Form 20-F filed by Deutsche Bank with the SEC on March 16, 2018.

To the best of the Reporting Persons’ knowledge, none of the persons listed in Annex A holds any Ordinary Shares (other than as described in this Item 5). Neither the filing of this Schedule 13D nor any of its contents will be deemed to constitute an admission that any of the Reporting Persons is the beneficial owner of any shares of Deutsche Bank for the purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purposes, and such beneficial ownership is expressly disclaimed.

(b) The Trusts and Cubic have shared beneficial ownership through ownership of C-QIAG, and the Trusts and each of their control persons, Mr. Rieß and Mr. Schütz, have shared control over Cubic. Each other Reporting Person possesses sole beneficial ownership over the Ordinary Shares. Each of the above has the shared or sole authority to direct the voting and disposition of 164,245,135 Ordinary Shares held by C-QUADRAT. As described in Item 5(d) below, BL Capital Holdings Limited (BVI) (“BL Capital”) and HNA Innovation Finance Group Co. Limited (“HNA”) are investors in C-QUADRAT, and C-QUADRAT permits withdrawals, which may be settled in-cash or in-kind.

 

Page 14 of 19


(c) The following acquisitions and dispositions were made in the last 60 days:

Dispositions

 

Date    Quantity     

Price, EUR

(Including
Commissions,
if any)

   

Fund Conducting

Transaction

  

Location of

Transaction

March 12, 2018

     1,310,334        15.0000     C-QUADRAT    Physical settlement
of tranches of first
series of collar
transactions
reported in Item 6
of the Initial Filing.

March 13, 2018

     1,310,334       

per share (Put

Exercise

Price)

 

 

 

    

March 14, 2018

     1,310,334          

March 15, 2018

     1,310,334          

March 16, 2018

     3,275,835          

April 16, 2018

     1,637,918          

April 17, 2018

     1,637,918          

April 18, 2018

     1,637,918          

April 19, 2018

     1,637,918          

April 20, 2018

     2,620,668          

(d) Each of BL Capital and HNA, through their respective investments in C-QUADRAT, has the right to receive dividends and/or proceeds from the sales of the Ordinary Shares of C-QUADRAT.

(e) Not applicable

Item 7. Material to be Filed as Exhibits

 

Exhibit    Description
99.2    Power of Attorney.

 

Page 15 of 19


SIGNATURES

After reasonable inquiry and to the best of his or her knowledge and belief, each of the undersigned certifies that the information in this Amendment is true, complete and correct.

Date: April 20, 2018

 

C-QUADRAT SPECIAL SITUATIONS DEDICATED FUND

 

By: Alexander Smith, Director

 

By:  

/S/ Laetitia Muir

Name:   Laetitia Muir

Title:

 

  Attorney-in-Fact*

C-QUADRAT ASSET MANAGEMENT (CAYMAN)

 

By: Walter Stresemann, Director

 

By:  

/S/ Laetitia Muir

Name:   Laetitia Muir

Title:

 

  Attorney-in-Fact*

BCM & PARTNERS SA

 

By: Fabio Michienzi, CEO

 

By:  

/S/ Laetitia Muir

Name:   Laetitia Muir

Title:

 

  Attorney-in-Fact*

By: Walter Stresemann, Director

 

By:  

/S/ Laetitia Muir

Name:   Laetitia Muir
Title:   Attorney-in-Fact*

 

Page 16 of 19


C-QUADRAT ASSET MANAGEMENT (UK) LLP

 

By:  

/S/ Laetitia Muir

Name:   Laetitia Muir
Title:  

General Counsel, CCO & MLRO

 

C-QUADRAT UK LTD.

 

By: Cristobal Mendez de Vigo, Director

 

By:  

/S/ Laetitia Muir

Name:   Laetitia Muir

Title:

 

  Attorney-in-Fact*

C-QUADRAT LUXEMBOURG SA

 

By: Carlos Mendez de Vigo, Director

 

By:  

/S/ Laetitia Muir

Name:   Laetitia Muir

Title:

 

  Attorney-in-Fact*

By: Filippo Campailla, Director

 

By:  

/S/ Laetitia Muir

Name:   Laetitia Muir

Title:

 

  Attorney-in-Fact*

C-QUADRAT INVESTMENT AG

 

By:  

Cristobal Mendez de Vigo, Director

 

By:  

/S/ Laetitia Muir

Name:   Laetitia Muir
Title:   Attorney-in-Fact*

 

Page 17 of 19


By: Carlos Mendez de Vigo, Authorized Representative

 

By:  

/S/ Laetitia Muir

Name:   Laetitia Muir
Title:  

Attorney-in-Fact*

 

CUBIC (LONDON) LIMITED

 

By: Alvaro De Salinas Harnden, Director

 

By:  

/S/ Laetitia Muir

Name:   Laetitia Muir

Title:

 

  Attorney-in-Fact*

By: Carlo Michienzi, Non-Executive Chairman

 

By:  

/S/ Laetitia Muir

Name:   Laetitia Muir

Title:

 

  Attorney-in-Fact*

T.R. PRIVATSTIFTUNG

 

By: Gerd Alexander Schütz, Director

 

By:  

/S/ Laetitia Muir

Name:   Laetitia Muir

Title:

 

  Attorney-in-Fact*

By: Oliver Ginthör, Director

 

By:  

/S/ Laetitia Muir

Name:   Laetitia Muir
Title:   Attorney-in-Fact*

 

Page 18 of 19


SAN GABRIEL PRIVATSTIFTUNG

 

By: Mag. Thomas Rieß, Director

 

By:  

/S/ Laetitia Muir

Name:   Laetitia Muir
Title:  

Attorney-in-Fact*

 

By: Oliver Ginthör, Director

 

By:  

/S/ Laetitia Muir

Name:   Laetitia Muir

Title:

 

  Attorney-in-Fact*

MAG. THOMAS RIEß

 

By:  

/S/ Laetitia Muir

Name:   Laetitia Muir

Title:

 

  Attorney-in-Fact*

ALEXANDER SCHÜTZ

 

By:  

/S/ Laetitia Muir

Name:   Laetitia Muir
Title:   Attorney-in-Fact*

 

* See attached Power of Attorney.

 

Page 19 of 19