AMENDMENT NO. 3
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).
SCHEDULE 13G
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1
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Names of Reporting Persons
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Hartree Partners, LP
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2
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Check the appropriate box if a member of a Group (see instructions)
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(a) [ ]
(b) [X]
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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
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Delaware, United States of America
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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
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107,500
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6
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Shared Voting Power
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0
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7
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Sole Dispositive Power
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107,500
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8
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Shared Dispositive Power
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0
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
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107,5002
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10
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Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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[ ]
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11
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Percent of class represented by amount in row (9)
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0.8%3
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12
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Type of Reporting Person (See Instructions)
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PN, Partnership
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2 These reflect shares of Class A common stock of Codere Online U.S. Corp. underlying warrants owned by Hartree Partners, LP (“Hartree”). The warrants are exercisable but have not yet been exercised by Hartree.
3 As of December 31, 2021, Hartree held directly 1.7% of Class A common stock of Codere Online U.S. Corp. The percentage of class reflected here is based on a total number of Class A common stock of the
Issuer issued and outstanding according to the its Form 10-K/A filed on January 27, 2022.
Item 1.
(a) Name of
Issuer:
Codere Online U.S. Corp.
(b) Address of
Issuer’s Principal Executive Offices:
7 Rue Robert Stumper
Luxembourg N4 L-2557
Item 2.
(a) Name of
Person Filing:
Hartree Partners, LP
(b) Address of
Principal Business Office or, if None, Residence:
1185 Avenue of the Americas
New York, NY 10036
(c) Citizenship:
United States of America
(d) Title and
Class of Securities:
Class A common stock, par value $0.0001 per share
(e) CUSIP No.:L18268109
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Item 3.
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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:
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(a)
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[_]
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Broker or dealer registered under Section 15 of the Act;
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(b)
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[_]
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Bank as defined in Section 3(a)(6) of the 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 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 of 1940;
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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 associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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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 of 1940;
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(j)
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[_]
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A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
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(k)
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[_]
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Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____
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(a) Amount
Beneficially Owned:
107,500
(b) Percent of
Class:
0.8% based upon 12,870,000 shares of Class A common stock, par value $0.0001 per share, on January 27, 2022, by Codere Online U.S. Corp., as reported in its Quarter Report Form
10-Q/A filed on January 27, 2022.
(c) Number of
shares as to which such person has:
(i) Sole
power to vote or to direct the vote:
107,500
(ii) Shared
power to vote or to direct the vote:
0
(iii) Sole
power to dispose or to direct the disposition of:
107,500
(iv) Shared
power to dispose or to direct the disposition of:
0
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Item 5.
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Ownership of Five Percent or Less of a Class.
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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 [ 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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N/A
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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 or control person.
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N/A
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Item 8.
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Identification and classification of members of the group.
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N/A
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Item 9.
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Notice of Dissolution of Group.
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N/A
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.
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, 2022
/s/ Christine Stevenson
Name: Christine Stevenson
Title: Chief Compliance Officer
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized
representative (other than an executive officer or general partner of this filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney
for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
