SCHEDULE 13D/A: General Statement of Acquisition of Beneficial Ownership
Published on March 28, 2025
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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JBT Marel Corp (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
477839104 (CUSIP Number) |
Eyrir Invest hf. Skolavordustigur 13, Reykjavik, K6, 101 354 525-0200 Michael C. Labriola Wilson Sonsini Goodrich & Rosati, P.C., 1700 K Street NW, Fifth Floor Washington, D.C., X1, 20006-3814 1 (202) 973-8800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/27/2025 (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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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).
SCHEDULE 13D
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| CUSIP No. | 477839104 |
| 1 |
Name of reporting person
Eyrir Invest hf. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
ICELAND
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
284,948.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
0.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Percentage ownership is based on a total of 51,880,294 shares of the Common Stock of the Issuer outstanding as of February 20, 2025, as reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share | |
| (b) | Name of Issuer:
JBT Marel Corp | |
| (c) | Address of Issuer's Principal Executive Offices:
70 West Madison Street, Suite 4400, Chicago,
ILLINOIS
, 60602. | |
Item 1 Comment:
This Amendment No. 1 (this "Amendment") amends the statement on Schedule 13D filed by the Reporting Person with the Securities and Exchange Commission on January 10, 2025 (the "Schedule 13D"). Except as otherwise specifically provided herein, each item of the Schedule 13D remains unchanged. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
On March 27, 2025, at the annual general meeting of the shareholders of the Reporting Person, the shareholders of the Reporting Person (the "Shareholders") approved a capital reduction (the "Capital Reduction") involving a pro rata in-kind distribution by the Reporting Person of an aggregate of 3,032,714 shares of the Common Stock of the Issuer to the Shareholders. On March 28, 2025, the Capital Reduction was registered with the Icelandic Register of Enterprises. The consummation of the Capital Reduction is expected to occur on or about April 3, 2025. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of the Schedule 13D is hereby amended and restated as follows:
The information set forth in rows 11 and 13 and the "Comment for Type of Reporting Person" on the cover pages of this Amendment is incorporated by reference in its entirety into this Item 5(a). | |
| (b) | Item 5(b) of the Schedule 13D is hereby amended and restated as follows:
The information set forth in rows 7 through 10 on the cover pages of this Amendment is incorporated by reference in its entirety into this Item 5(b). | |
| (c) | Item 5(c) of the Schedule 13D is hereby amended and restated as follows:
On February 27, 2025, the Reporting Person sold 50,571 shares of the Common Stock of the Issuer on the open market at a weighted average price per share of $132.4862. The information set forth in Item 4 of this Amendment is hereby incorporated by reference in its entirety into this Item 5(c). | |
| (e) | Item 5(e) of the Schedule 13D is hereby amended and restated as follows:
On March 27, 2025, the Reporting Person ceased to be the beneficial owner of more than five percent of the outstanding shares of the Common Stock of the Issuer. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Schedule 13D is hereby amended and supplemented as follows:
The information set forth in Item 4 of this Amendment is hereby incorporated by reference in its entirety into this Item 6. | ||
| 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.
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