VNTR Venator Materials PLC

This Amendment No. 3 (this “Third Amendment”) to Schedule 13D amends and supplements the Schedule 13D filed on June 3, 2022 (the “Original Schedule”), Amendment No. 1 to the Original Schedule filed on September 19, 2022 (the “First Amendment”) and Amendment No. 2 to the Original Schedule filed on December 21, 2022 (the “Second Amendment”), by J&T MS 1 SICAV a.s., a société d’investissement à capital variable (investment company with variable capital) established in the Czech Republic (“J&T MS 1”), and AMISTA investiční společnost, a.s., a joint stock company established in the Czech Republic (“AMISTA”). AMISTA is the sole director of J&T MS 1. J&T MS 1 SICAV and AMISTA are sometimes referred to herein collectively as the “Reporting Persons.” This Third Amendment is being filed because the Reporting Persons issued a press release and open letter to the Board as further described in Item 4.

Except as specifically amended by this Third Amendment, items in the Original Schedule, the First Amendment and the Second Amendment, as applicable, are unchanged. Capitalized terms used herein that are not defined have the meaning ascribed to them in the Original Schedule.

Item 3 of the Original Schedule is hereby amended and supplemented to include the following paragraphs to the end of the item, after the paragraphs added by the Second Amendment:

The Ordinary Shares acquired by the Reporting Persons since the Second Amendment was filed were bought by J&T MS 1 SICAV using investment funds in open market purchases, and those purchases since the Second Amendment was filed are set forth in Appendix A.

The aggregate purchase price of the 15,401,123 Ordinary Shares owned directly by J&T MS 1 SICAV is approximately $23,869,172, excluding brokerage commissions.

Item 4 of the Original Schedule is hereby amended and supplemented to include the following sentence to the end of the first paragraph of the item, after the sentence added by the Second Amendment:

On January 10, 2023, the Reporting Persons issued a press release and sent a public letter to the Issuer’s Board of Directors (the “Board”) regarding its concerns with the Issuer’s financial and stock price underperformance, massive shareholder value destruction, lack of strategic direction, and apparent unwillingness to meaningfully engage with the Reporting Persons. The Reporting Persons also stressed that the incumbent Board appears to have squandered its credibility with investors and should not be trusted to chart the course forward for the Issuer without additional independent shareholder representation. A copy of the press release and letter is attached hereto as exhibit 99.1 and is incorporated herein by reference.

Items 5(a)-(c) of the Second Amendment is deleted in its entirety and replaced with the following:

(a)       J&T MS 1 is the holder of 15,401,123 Ordinary Shares, or 14.25%, of the issued and outstanding Ordinary Shares.

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 108,049,979 shares of Ordinary Shares outstanding of the Issuer, as of November 30, 2022, as communicated to the Reporting Persons by the Issuer on or around that date.

(b)       See rows 7-10 of each cover page for information regarding the power to vote or direct the vote and the power to dispose or direct the disposition of the shares by the Reporting Persons.

(c)       Except as disclosed in this Schedule 13D, the Reporting Persons and, to the Reporting Persons’ knowledge, the Covered Persons have not effected any transactions in the Issuer’s Ordinary Shares since the filing of the Second Amendment.

Item 7 is hereby amended to add the following exhibit:

SIGNATURES

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

Dated: January 10, 2023

Appendix A

TRANSACTIONS IN THE COMMON SHARES EFFECTED BY THE REPORTING PERSON SINCE THE SECOND AMENDMENT