UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
Tupperware
Brands Corporation
(Name
of Issuer)
Common
Stock, $0.01 par value
(Title
of Class of Securities)
899896104
(CUSIP
Number)
January 26, 2023
(Date
of Event Which Requires Filing of This Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
* |
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 the disclosures provided in a prior
cover page. |
The
information required in 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).
|
|
1. |
Name
of reporting persons
I.R.S.
Identification Nos. of above persons (Entities only):
Sharing
Services Global Corporation; EIN 30-0869786 |
2. |
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
☒1 (b) ☐
|
3. |
SEC
USE ONLY
|
4. |
Citizenship
or Place of Organization
Nevada |
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With: |
5. |
Sole
Voting Power
0 |
6. |
Shared
Voting Power
1,446,740
2 |
7. |
Sole
Dispositive Power
0 |
8. |
Shared
Dispositive Power
1,446,740 2 |
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,446,740
2 |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
11. |
Percent
of Class Represented by Amount in Row (9)
3.25%3 |
12. |
Type
of Reporting Person (See Instructions)
CO |
1 |
Sharing Services Global Corporation; Mr. Heng Fai Ambrose Chan; and Alset
International Limited are members of a group (the “Reporting Group”) for the purposes of this amendment to the Schedule 13G
as filed with the Securities and Exchange Commission on November 10, 2022. |
2 |
Consists
of (i) 0 shares held by Sharing Services Global Corporation; (i) 166,740 shares (previously recorded in error as 500,000
shares) held by Mr. Heng Fai Ambrose Chan; and (ii) 1,280,000 shares held by Alset International Limited. Between January 6,
2023 to January 26, 2023, Sharing Services Global Corporation sold 1,026,866 shares. As a result, as of the date hereof, the aggregate
shareholding of the reporting group fell to 1,446,740 shares of Common Stock of the Issuer. |
3 |
This
percentage is calculated based upon 44,478,026 shares outstanding as reported in the Issuer’s Form 10-Q for the Quarterly Period
ended September 24, 2022, as filed with the Securities and Exchange Commission on November 2, 2022. |
|
|
1. |
Name
of reporting persons
Mr.
Heng Fai Ambrose Chan |
2. |
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
☒1 (b) ☐
|
3. |
SEC USE ONLY
|
4. |
Citizenship
or Place of Organization
Republic
of Singapore |
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With: |
5. |
Sole
Voting Power
0 |
6. |
Shared
Voting Power
1,446,740 2 |
7. |
Sole
Dispositive Power
0 |
8. |
Shared
Dispositive Power
1,446,740 2 |
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,446,740 2 |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
11. |
Percent
of Class Represented by Amount in Row (9)
3.25%3 |
12. |
Type
of Reporting Person (See Instructions)
IN |
1 |
Sharing Services Global Corporation; Mr. Heng Fai Ambrose Chan; and
Alset International Limited are members of a group (the “Reporting Group”) for the purposes of this amendment to the
Schedule 13G as filed with the Securities and Exchange Commission on November 10, 2022. |
2 |
Consists
of (i) 0 shares held by Sharing Services Global Corporation; (ii) 166,740 shares (previously
recorded in error as 500,000 shares) held by Mr. Heng Fai Ambrose Chan; and (iii) 1,280,000
shares held by Alset International Limited. Between January 6, 2023 to January 26, 2023,
Sharing Services Global Corporation sold 1,026,866 shares. As a result, as of the date hereof,
the aggregate shareholding of the reporting group fell to 1,446,740 shares of Common
Stock of the Issuer. |
3 |
This
percentage is calculated based upon 44,478,026 shares outstanding as reported in the Issuer’s Form 10-Q for the Quarterly Period
ended September 24, 2022, as filed with the Securities and Exchange Commission on November 2, 2022. |
|
|
1. |
Name
of reporting persons
I.R.S.
Identification Nos. of above persons (Entities only)
Alset
International Limited |
2. |
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
☒1 (b) ☐
|
3. |
SEC
USE ONLY
|
4. |
Citizenship
or Place of Organization
Republic
of Singapore |
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With: |
5. |
Sole
Voting Power
0 |
6. |
Shared
Voting Power
1,446,740 2 |
7. |
Sole
Dispositive Power
0 |
8. |
Shared
Dispositive Power
1,446,740 2 |
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,446,740 2 |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
11. |
Percent
of Class Represented by Amount in Row (9)
3.25%3 |
12. |
Type
of Reporting Person (See Instructions)
CO |
1 | Services Global Corporation; Mr. Heng Fai Ambrose Chan; and Alset International Limited are members of a
group (the “Reporting Group”) for the purposes of this amendment to the Schedule 13G as filed with the Securities and Exchange
Commission on November 10, 2022. |
2 | Consists
of (i) 0 shares held by Sharing Services Global Corporation; (ii) 166,740 shares (previously
recorded in error as 500,000 shares) held by Mr. Heng Fai Ambrose Chan; and (iii) 1,280,000
shares held by Alset International Limited. Between January 6, 2023 to January 26, 2023,
Sharing Services Global Corporation sold 1,026,866 shares. As a result, as of the date hereof,
the aggregate shareholding of the reporting group fell to 1,446,740 shares of Common
Stock of the Issuer. |
3 | This percentage
is calculated based upon 44,478,026 shares outstanding as reported in the Issuer’s Form 10-Q for the Quarterly Period ended September
24, 2022, as filed with the Securities and Exchange Commission on November 2, 2022. |
Introductory Note: This Amendment No. 1 (this
“Amendment”) amends the Statement on Schedule 13G dated November 10, 2022 (the “Original Statement”) initially
filed with the Securities and Exchange Commission, on behalf of Sharing Services Global Corporation, a corporation organized under the
laws of the State of Nevada (“SSGC”); Mr. Heng Fai Ambrose Chan (“Chan”); and Alset International Limited, a multinational
holding company organized under the laws of the Republic of Singapore and listed on the Catalist Board of the Singapore Exchange (“Alset”
and together with SSGC and Chan the “Reporting Group”); in respect of Common Stock of Tupperware Brands Corporation (the “Issuer”).
At the time of the filing of the Original Statement,
SSGC held 1,026,866 shares, Mr. Chan held 166,740 shares (previously recorded in error as 500,000 shares) and Alset held
1,280,000 shares of common stock of the Issuer. Subsequent to the filing of the Original Statement between January 6, 2023 to January
26, 2023, Sharing Services Global Corporation sold 1,026,866 shares. As a result, as of the date hereof, the aggregate shareholding of
the Reporting Group fell to 1,446,740 shares of Common Stock of the Issuer consisting of (i) 0 shares held by Sharing Services
Global Corporation; (ii) 166,740 shares held by Mr. Heng Fai Ambrose Chan; and (iii) 1,280,000 shares held by Alset International
Limited.
This Amendment is filed solely to reflect the beneficial
ownership by the Reporting Group of less than 5% of the outstanding shares of Common Stock of the Issuer and cessation of further reporting
thereby on Schedule 13G.
Item
1.
Tupperware
Brands Corporation.
|
(b) |
Address
of Issuer’s Principal Executive Offices |
14901
South Orange Blossom Trail
Orlando,
Florida 32837
Item
2.
|
(a) |
Name
of Person Filing |
Sharing
Services Global Corporation
Mr.
Heng Fai Ambrose Chan
Alset
International Limited
(together, the “Reporting Persons”)
|
(b) |
Address
of Principal Business Office or, if none, Residence |
|
c/o Sharing Services Global Corporation
5200
Tennyson Parkway Suite #400 Plano,
Texas 75024 |
Sharing
Services Global Corporation is organized in Nevada
Mr.
Heng Fai Ambrose Chan is a citizen of the Republic of Singapore.
Alset
International Limited is organized in the Republic of Singapore
|
(d) |
Title
of Class of Securities |
Common
Stock, par value $0.01 per share
899896104
Item 3. If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
(a) | ☐ |
Broker or dealer registered under Section 15 of the Act (15
U.S.C. 78c); |
| |
|
(b) | ☐ |
Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); |
| |
|
(c) | ☐ |
Insurance company as defined in Section 3(a)(19) of the Act
(15 U.S.C. 78c); |
| |
|
(d) | ☐ |
Investment company registered under Section 8 of the Investment
Company Act of 1940 (15 U.S.C 80a-8); |
| |
|
(e) | ☐ |
An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E); |
| |
|
(f) | ☐ |
An employee benefit plan or endowment fund in accordance with
240.13d-1(b)(1)(ii)(F); |
| |
|
(g) | ☐ |
A parent holding company or control person in accordance with
240.13d-1(b)(1)(ii)(G); |
| |
|
(h) | ☐ |
A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813); |
| |
|
(i) | ☐ |
A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
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|
(j) | ☐ |
A non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J); |
| |
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(k) | ☐ |
Group, in accordance with 240.13d-1(b)(1)(ii)(K). If filing
as a non-U.S. institution in accordance with 240.13d1(b)(1)(ii)(J), please specify the type of institution: |
Item 4. Ownership
|
(a) |
Amount
Beneficially Owned as of February 14, 2023(3): |
Mr. Heng Fai Ambrose Chan | |
| 1,446,740 | (1) |
Alset International Limited | |
| 1,280,000 | |
Sharing Services Global Corporation | |
| 0 | |
|
(b) |
Percent
of Class as of February 14, 2023(3): |
Mr. Heng Fai Ambrose Chan | |
| 3.25 | %(1) |
Alset International Limited | |
| 2.88 | % |
Sharing Services Global Corporation | |
| 0.00 | % |
|
(c) |
Number
of shares as to which the person has, as of February 14, 2023(3): |
|
(i) |
Sole
power to vote or to direct the vote |
Mr. Heng Fai Ambrose Chan | |
| 0 | |
Alset International Limited | |
| 0 | |
Sharing Services Global Corporation | |
| 0 | |
|
(ii) |
Shared
power to vote or to direct the vote |
Mr. Heng Fai Ambrose Chan | |
| 1,446,740 | (2) |
Alset International Limited | |
| 1,446,740 | (2) |
Sharing Services Global Corporation | |
| 1,446,740 | (2) |
|
(iii) |
Sole
power to dispose or to direct the disposition of |
Mr. Heng Fai Ambrose Chan | |
| 0 | |
Alset International Limited | |
| 0 | |
Sharing Services Global Corporation | |
| 0 | |
|
(iv) |
Shared
power to dispose or to direct the disposition of |
Mr. Heng Fai Ambrose Chan | |
| 1,446,740 | (2) |
Alset International Limited | |
| 1,446,740 | (2) |
Sharing Services Global Corporation | |
| 1,446,740 | (2) |
(1) |
Mr. Chan is a Class II Director and the Executive Chairman
of the Board of Directors of Sharing Services Global Corporation (“SSGC”). Mr. Chan also holds approximately 76.6% of
SSGC’s voting stock. Mr. Chan is the Chief Executive Officer of Alset International Limited (“Alset”).
Accordingly, due to his interest and control over SSGC and Alset, Mr. Chan’s beneficial ownership includes shares held by SSGC
and Alset. |
|
|
(2) |
Consists of (i) 0 shares held by SSGC; (ii) 166,740
shares (previously recorded in error as 500,000 shares) held by Mr. Heng Fai Ambrose Chan; and (iii) 1,280,000 shares
held by Alset.
|
|
|
(3) |
Calculated based upon 44,478,026 shares outstanding as reported in the Issuer’s Form 10-Q for the Quarterly Period ended September 24, 2022, as filed with the Securities and Exchange Commission on November 2, 2022. |
As described above, between January 6, 2023 to January
26, 2023, Sharing Services Global Corporation sold 1,026,866 shares. As a result, as of the date hereof, the aggregate shareholding of
the Reporting Group fell to 1,446,740 shares of Common Stock of the Issuer consisting of (i) 0 shares held by Sharing Services
Global Corporation; (ii) 166,740 shares held (previously recorded in error as 500,000 shares) by Mr. Heng Fai Ambrose Chan;
and (iii) 1,280,000 shares held by Alset International Limited.
Item 5. 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 five percent of the class of securities, check the following ☒.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not
Applicable
Item
7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or
Control Person.
Not
Applicable
Item 8. Identification and Classification of Members of the Group
See
Item 4 and Exhibit 99.1.
Item 9. Notice of Dissolution of a Group
Not
Applicable
Item 10. 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, other than activities solely
in connection with a nomination under § 240.14a-11.
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:
February 14, 2023
John
Thatch |
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By: |
/s/
John Thatch |
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Authorized Signatory for the Reporting Group |
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EXHIBITS
* Previously Filed