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 o.
*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).
SCHEDULE 13D
| 1 |
|
NAMES OF REPORTING PERSONS:
CGI DIVERSIFIED HOLDINGS, LP |
| |
|
| |
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
| |
|
| |
|
|
| 2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
| |
(a) o |
| |
(b) x |
| |
|
|
| 3 |
|
SEC USE ONLY: |
| |
|
| |
|
| |
|
|
| 4 |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS): |
| |
|
| |
AF |
| |
|
|
| 5 |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
| |
|
| |
o |
| |
|
|
| 6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION: |
| |
|
| |
Bermuda |
| |
|
|
|
| |
7 |
|
SOLE VOTING POWER: |
| |
|
|
| NUMBER OF |
|
0 |
| SHARES |
8 |
|
SHARED VOTING POWER: |
| BENEFICIALLY |
|
|
| OWNED BY |
|
8,284,819 |
| EACH |
9 |
|
SOLE DISPOSITIVE POWER: |
| REPORTING |
|
|
| PERSON |
|
0 |
| WITH |
10 |
|
SHARED DISPOSITIVE POWER: |
| |
|
|
| |
|
8,284,819 |
| |
|
|
| 11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
| |
|
| |
8,284,819 |
| |
|
|
| 12 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
| |
|
| |
o |
| |
|
|
| 13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
| |
|
| |
11.8%* |
| |
|
|
| 14 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
| |
|
| |
PN |
| |
|
|
|
|
|
* See Item 5
| 1 |
|
NAMES OF REPORTING PERSONS:
NAVCO MANAGEMENT, LTD. |
| |
|
| |
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
| |
|
| |
|
|
| 2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
| |
(a) o |
| |
(b) x |
| |
|
|
| 3 |
|
SEC USE ONLY: |
| |
|
| |
|
| |
|
|
| 4 |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS): |
| |
|
| |
AF |
| |
|
|
| 5 |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
| |
|
| |
o |
| |
|
|
| 6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION: |
| |
|
| |
Bermuda |
| |
|
|
|
| |
7 |
|
SOLE VOTING POWER: |
| |
|
|
| NUMBER OF |
|
0 |
| SHARES |
8 |
|
SHARED VOTING POWER: |
| BENEFICIALLY |
|
|
| OWNED BY |
|
8,284,819 |
| EACH |
9 |
|
SOLE DISPOSITIVE POWER: |
| REPORTING |
|
|
| PERSON |
|
0 |
| WITH |
10 |
|
SHARED DISPOSITIVE POWER: |
| |
|
|
| |
|
8,284,819 |
| |
|
|
| 11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
| |
|
| |
8,284,819 |
| |
|
|
| 12 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
| |
|
| |
o |
| |
|
|
| 13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
| |
|
| |
11.8%* |
| |
|
|
| 14 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
| |
|
| |
OO |
| |
|
|
|
|
|
* See Item 5
| 1 |
|
NAMES OF REPORTING PERSONS:
ANHOLT INVESTMENTS LTD. (FORMERLY KNOWN AS COMPASS GROUP INVESTMENTS,
LTD.) |
| |
|
| |
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
| |
|
| |
|
|
| 2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
| |
(a) o |
| |
(b) x |
| |
|
|
| 3 |
|
SEC USE ONLY: |
| |
|
| |
|
| |
|
|
| 4 |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS): |
| |
|
| |
AF |
| |
|
|
| 5 |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
| |
|
| |
o |
| |
|
|
| 6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION: |
| |
|
| |
Bermuda |
| |
|
|
|
| |
7 |
|
SOLE VOTING POWER: |
| |
|
|
| NUMBER OF |
|
0 |
| SHARES |
8 |
|
SHARED VOTING POWER: |
| BENEFICIALLY |
|
|
| OWNED BY |
|
8,284,819 |
| EACH |
9 |
|
SOLE DISPOSITIVE POWER: |
| REPORTING |
|
|
| PERSON |
|
0 |
| WITH |
10 |
|
SHARED DISPOSITIVE POWER: |
| |
|
|
| |
|
8,284,819 |
| |
|
|
| 11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
| |
|
| |
8,284,819 |
| |
|
|
| 12 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
| |
|
| |
o |
| |
|
|
| 13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
| |
|
| |
11.8%* |
| |
|
|
| 14 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
| |
|
| |
OO |
| |
|
|
|
|
|
* See Item 5
| 1 |
|
NAMES OF REPORTING PERSONS:
PATH SPIRIT LIMITED |
| |
|
| |
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
| |
|
| |
|
|
| 2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
| |
(a) o |
| |
(b) x |
| |
|
|
| 3 |
|
SEC USE ONLY: |
| |
|
| |
|
| |
|
|
| 4 |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS): |
| |
|
| |
AF |
| |
|
|
| 5 |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
| |
|
| |
o |
| |
|
|
| 6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION: |
| |
|
| |
England |
| |
|
|
|
| |
7 |
|
SOLE VOTING POWER: |
| |
|
|
| NUMBER OF |
|
0 |
| SHARES |
8 |
|
SHARED VOTING POWER: |
| BENEFICIALLY |
|
|
| OWNED BY |
|
8,284,819 |
| EACH |
9 |
|
SOLE DISPOSITIVE POWER: |
| REPORTING |
|
|
| PERSON |
|
0 |
| WITH |
10 |
|
SHARED DISPOSITIVE POWER: |
| |
|
|
| |
|
8,284,819 |
| |
|
|
| 11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
| |
|
| |
8,284,819 |
| |
|
|
| 12 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
| |
|
| |
o |
| |
|
|
| 13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
| |
|
| |
11.8%* |
| |
|
|
| 14 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
| |
|
| |
OO |
| |
|
|
|
|
|
* See Item 5
This Amendment No. 10 to Schedule 13D is being filed to report a decrease
in the percentage beneficially owned by the reporting persons solely as a result in an increase in the total number of outstanding Shares
as reflected in the Issuer’s Form 10-Q, filed on May 5, 2022, and amends Amendment No. 9 filed on February 7, 2017, Amendment No.
8 filed on December 12, 2014, Amendment No. 7 filed on August 29, 2011, Amendment No. 6 filed on April 23, 2010, Amendment No. 5 filed
on March 26, 2009, Amendment No. 4 filed on April 2, 2008, Amendment No. 3 filed on July 3, 2007, Amendment No. 2 filed on May 8, 2007,
Amendment No. 1 filed on August 4, 2006 and Schedule 13D filed on May 26, 2006.
ITEM 1. SECURITY
AND ISSUER.
No amendments to Item 1.
ITEM 2. IDENTITY
AND BACKGROUND.
This Amendment No. 10 to Schedule 13D relates to, and is filed on behalf
of, the following Reporting Persons:
| · | CGI Diversified Holdings, LP, a Bermuda limited partnership with its principal offices at 69 Pitts Bay
Road, Belvedere Building – 4th Floor, Hamilton HM08, Bermuda. |
| · | Navco Management, Ltd. (“Navco”), a Bermuda exempt company with its principal offices at
69 Pitts Bay Road, Belvedere Building – 4th Floor, Hamilton HM08, Bermuda. |
| · | Anholt Investments Ltd. (formerly known as Compass Group Investments, Ltd.) (“Anholt”),
a Bermuda exempt company with its principal offices at 69 Pitts Bay Road, Belvedere Building – 4th Floor, Hamilton HM08,
Bermuda. |
| · | Path Spirit Limited (“Path”), an English company limited by guarantee with its principal
offices at 10 Norwich Street, London EC4A 1BD, United Kingdom. |
CGI Diversified Holdings, LP is owned by Navco, its general partner,
and Anholt, its sole limited partner, and managed by Navco.
Navco is managed by Thomas K.Y. Hsu, a director, Peter Antturi, a director,
Cora Lee Starzomski, a director, and Louie Cuarentas, a director.
Anholt is managed by Thomas K.Y. Hsu, a director and President, Peter
Antturi, a director and Vice President, Cora Lee Starzomski, a director and Treasurer, and Louie Cuarentas, a director and Finance Officer.
Navco and Anholt are wholly owned by Kattegat Limited, a Bermudian
exempt company with its principal offices at Belvedere Building, 69 Pitts Bay Road, Pembroke HM 08, Bermuda. Kattegat Limited was formed
for the purpose of holding and managing the endowed assets of The Kattegat Trust and is wholly owned by The Kattegat Trust. The Kattegat
Trust is a Bermudian charitable trust, engaged in the principal business of distributing income for charitable purposes, with its principal
offices at 45 Reid Street, Hamilton HM 12, Bermuda. The trustee of The Kattegat Trust is Kattegat Private Trustees (Bermuda) Limited (the
“Trustee”), a Bermudian trust company with its principal offices at 45 Reid Street, Hamilton HM 12, Bermuda. Path is the trust
protector for The Kattegat Trust. The Trustee is wholly owned by The Lund Purpose Trust, a Bermudian purpose trust with its principal
offices at Thistle House, 4 Burnaby Street, Hamilton HM 11, Bermuda, formed for the sole purpose of holding the shares of the Trustee.
The members/directors of Path are Axel Karlshoej, Svend Erik Kjærgaard
and Poul Karlshoej.
In the past five years, none of CGI Diversified Holdings, LP, Navco,
Anholt or Path, nor any of the respective directors and executive officers thereof named above, has been convicted in a criminal proceeding
or been a party to any action as a result of which it, he or she is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such
laws.
Thomas K.Y. Hsu is a director of CNC Industries
SAM, whose address is at 5 impasse de la Fontaine, MC 98000, Principality of Monaco. Mr. Hsu resides in Monaco and is a citizen
of the United Kingdom.
Cora Lee Starzomski's business address is Belvedere
Building, 69 Pitts Bay Road, Pembroke HM 08, Bermuda. Ms. Starzomski is Chief Operating Officer of Kattegat Limited, whose address is
Belvedere Building, 69 Pitts Bay Road, Pembroke HM 08, Bermuda. Ms. Starzomski is a citizen of Canada.
Peter Antturi's business address is Suite 300-1090
Homer St., Vancouver, B.C. V6B 2W9 Canada. Mr. Antturi is a business advisor and a director of Anglemont Financial Services Ltd., whose
address Suite 300-1090 Homer St., Vancouver, B.C. V6B 2W9 Canada. Mr. Antturi is a citizen of Canada.
Louie Cuarentas’ business address is Belvedere
Building, 69 Pitts Bay Road, Pembroke HM 08, Bermuda. Mr. Cuarentas is Group Accountant of Kattegat Limited, whose address is Belvedere
Building, 69 Pitts Bay Road, Pembroke HM 08, Bermuda. Mr. Cuarentas is a citizen of Canada.
Axel Karlshoej is a director
of Nordic Industries, a California general construction firm whose address is 1437 Furneaux Road, Marysville, California, USA, 95961.
Mr. Karlshoej is a citizen of the United States of America.
Svend Erik Kjærgaard’s business address
is Nylandsvej 23, Vildbjerg 7480, Denmark. Mr. Kjærgaard is the Chairman and a director of Store Frederikslund A/S , a hunting and
farming estate in Denmark. Mr. Kjærgaard is a citizen of Denmark.
Poul Karlshoej’s business address is 301
Riverside Ave, Westport, Connecticut, 06680. Mr. Karlshoej, is a consultant at Anholt Services (USA), Inc., a wholly owned affiliate of
the Kattegat Trust, which evaluates and advises Kattegat’s interests globally. Mr. Karlshoej is a citizen of the United States of
America.
ITEM 3. SOURCE
AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
No amendment to Item 3.
ITEM 4. PURPOSE
OF TRANSACTION.
No amendment to Item 4.
ITEM 5. INTEREST
IN SECURITIES OF THE ISSUER.
According to the Issuer’s Form 10-Q filed on May 5, 2022, there
were 70,172,175 Trust common shares of Compass Diversified Holdings outstanding as of April 29, 2022. Based on such information, the Beneficial
Owner’s ownership of 8,284,819 Shares represents approximately 11.8% of the outstanding Shares.
The 8,284,819 Shares are owned directly by CGI Magyar, which is owned
by Anholt Services (USA), Inc. and CGI Diversified Hungary Kft. Anholt Services (USA), Inc. is owned by Anholt. CGI Diversified Hungary
Kft. is wholly owned by the Beneficial Owner. The Beneficial Owner is owned by Anholt, its sole limited partner, and Navco Management,
Ltd., its general partner. Anholt and Navco Management, Ltd. are wholly owned by Kattegat Limited. Anholt, Navco Management, Ltd., Path
Spirit Limited, Anholt Services (USA), Inc. CGI Diversified Hungary Kft. and CGI Magyar disclaim beneficial ownership of the Shares, except
to the extent of their pecuniary interest therein.
ITEM 6.
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
No amendment to Item 6.
ITEM 7.
MATERIAL TO BE FILED AS EXHIBITS
No amendments to item 7.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
| Date: May 18, 2022 |
ANHOLT INVESTMENTS LTD. |
| |
|
| |
/s/ Cora Lee Starzomski, Director |
| Date: May 18, 2022 |
CGI DIVERSIFIED HOLDINGS, LP |
| |
|
|
| |
By: |
Anholt Investments Ltd.
its sole limited partner |
| |
By: |
Navco Management, Ltd., its general partner |
| |
|
|
| |
/s/ Cora Lee Starzomski, Director |
| Date: May 18, 2022 |
NAVCO MANAGEMENT, LTD. |
| |
|
|
| |
/s/ Cora Lee Starzomski, Director |
| Date: May 18, 2022 |
PATH SPIRIT LIMITED |
| |
|
|
| |
/s/ Poul Karlshoej, Director |
