SK Praetorian Form 3 Venator Materials / Barry Siadat ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

SK Praetorian Holdings, L.P.

(Last)

(First)

(Middle)

430 PARK AVENUE

18TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/23/2020

3. Issuer Name and Ticker or Trading Symbol
Venator Materials PLC [ VNTR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares	42,429,807	D⁽¹⁾⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Option (right to purchase)	⁽³⁾	06/23/2023	Ordinary Shares	9,688,761	2.15⁽³⁾	D⁽¹⁾⁽²⁾

1. Name and Address of Reporting Person^*

SK Praetorian Holdings, L.P.

(Last)

(First)

(Middle)

430 PARK AVENUE

18TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SK Praetorian GP, LLC

(Last)

(First)

(Middle)

430 PARK AVENUE

18TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SK Capital Investment V, L.P.

(Last)

(First)

(Middle)

430 PARK AVENUE

18TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SK Capital Investment V, Ltd.

(Last)

(First)

(Middle)

430 PARK AVENUE

18TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Keynejad Jamshid

(Last)

(First)

(Middle)

430 PARK AVENUE

18TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Siadat Barry

(Last)

(First)

(Middle)

430 PARK AVENUE

18TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Explanation of Responses:

1. The securities are held by SK Praetorian Holdings, L.P. ("SK Praetorian Holdings"). (i) SK Praetorian GP, LLC ("SK Praetorian GP") is the general partner of SK Praetorian Holdings; (ii) SK Capital Investment V, L.P. is the general partner of SK Praetorian GP; (ii) SK Capital Investment V, Ltd. is the general partner of SK Capital Investment V, L.P.; and (iv) Jamshid Keynejad and Barry Siadat (collectively with SK Praetorian GP, SK Capital Investment V, L.P. and SK Capital Investment V, Ltd., the "General Partners") are the general partners of SK Capital Investment V, Ltd. The General Partners may be deemed to have an indirect beneficial ownership with respect to the securities held by SK Praetorian Holdings.

2. Each Reporting Person disclaims beneficial ownership of all interests reported on this Form 3 except to the extent of such Reporting Person's pecuniary interests.

3. The options issued by Huntsman International LLC ("Huntsman") to SK Praetorian Holdings pursuant to that certain Option Agreement, dated as of August 28, 2020 (the "Option Agreement"), by and among SK Praetorian Holdings and Huntsman are exercisable into 9,688,761 ordinary shares, par value $0.001 per share, of Venator Materials PLC (the "Ordinary Shares") at the holder's election at a purchase price of $2.15 per Ordinary Shares and expire on June 23, 2023 at 5:00 p.m. New York City time. The options are not exercisable so long as such exercise would result in a default or an "Event of Default" under any Credit Agreement (as defined in the Option Agreement) and are therefore not currently exercisable.

	/s/ Jerry Truzzolino Authorized Signatory of SK Praetorian Holdings, L.P.	12/23/2020
	/s/ Jerry Truzzolino Authorized Signatory of SK Praetorian GP, LLC	12/23/2020
	/s/ Jerry Truzzolino Authorized Signatory of SK Capital Investment V, L.P.	12/23/2020
	/s/ Jerry Truzzolino Authorized Signatory of SK Capital Investment V, Ltd.	12/23/2020
	/s/ Jamshid Keynejad	12/23/2020
	/s/ Barry Siadat	12/23/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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SK Praetorian Form 3Venator Materials / Barry Siadat ownership change