VNTR Venator Materials PLC

CUSIP No. G9329Z100

CUSIP No. G9329Z100

ITEM 1. SECURITY AND ISSUER

This Schedule 13D relates to the ordinary shares, par value $0.001 per share (the “Ordinary Shares”), of Venator Materials PLC, a public limited liability company incorporated under the laws of England and Wales (the “Issuer”). According to the Issuer, the address of its principal executive office is Titanium House, Hanzard Drive, Wynyard Park, Stockton-On-Tees, TS22 5FD, United Kingdom.

ITEM 2. IDENTITY AND BACKGROUND

(a) – (c) This Schedule 13D is filed jointly by:

Each of J&T MS 1 and AMISTA is referred to as a “Reporting Person” and collectively referred to as the “Reporting Persons.” The Reporting Persons have entered into a joint filing agreement pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, dated June 3, 2022, a copy of which is attached as an exhibit to this Schedule 13D.

Covered Persons

The directors of AMISTA (each a “Covered Person, and, collectively, the “Covered Persons”) are set forth below. The name, present principal occupation, and principal business address of each of the Covered Person is set forth below).

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

On May 6, 2022, J&T Arch Investments SICAV, a.s., a société d'investissement à capital variable (investment company with variable capital) established in the Czech Republic, J&T Finance Group SE, a societas Europeas (European Company) established in the Czech Republic and MARTYBA Invest, a.s., a joint stock company established in the Czech Republic contributed initial capital into J&T MS 1 (the “Initial Contributions”). On May 25, 2022, J&T Arch Investment SICAV, a.s., and MARTYBA Invest, a.s. (100% shareholder Ing. Michal Šnobr), purchased investment shares in J&T MS 1 (the “Investment Shares Subscriptions”).

On May 26, 2022, J&T MS 1, represented by sole member of the board Mr. Michal Kusák acquired 10,164,006 Ordinary Shares for $20,023,092 in private sales, using proceeds from the Initial Contributions and the Investment Shares Subscriptions.

ITEM 4. PURPOSE OF TRANSACTION

To the extent required by Item 4, the information contained in Item 3 above is incorporated herein by reference.

J&T MS 1 purchased the securities based on its belief that the securities, when purchased, were undervalued. Therefore, the Reporting Persons acquired the securities for strategic investment purposes. Depending on market conditions, their continuing evaluation of the business and prospects of the Issuer and other factors, the Reporting Persons may dispose of or acquire additional shares of the Issuer. The Reporting Persons intend to engage in constructive discussions with the Issuer’s management and/or board of directors, other stockholders of the Issuer and other interested parties that may relate to the business, management, operations (including cost structure), assets, capitalization, financial condition, strategic plans, governance and board composition and the future of the Issuer. J&T MS 1 will be represented by Mr. Michal Šnobr and Mr. Martin Seyček based on the power-of attorney bestowed on 31^st of May 2022.

The Reporting Person may make additional proposals that may include proposing, considering or undertaking one or more of the actions set forth in subsections (a) through (j) of Item 4 of Schedule 13D.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

The information contained in Item 2 above is incorporated herein by reference.

Each of the Reporting Persons, as a result of the relationships described in Item 2, may be deemed to directly or indirectly beneficially own the Ordinary Shares held by J&T MS 1. Each of the Reporting Persons disclaims beneficial ownership in all shares of Ordinary Shares reported herein, except to the extent of its respective pecuniary interest therein.

The ownership percentages reported in this Schedule 13D are based on 107,902,595 shares of Ordinary Shares outstanding of the Issuer, as of April 14, 2022, as set forth in the Issuer’s Notice of Annual General Meeting dated April 25, 2022.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

The information contained in Item 2 above is incorporated herein by reference.

ITEM 7. MATERIALS TO BE FILED AS EXHIBITS

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: June 3, 2022

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