Calisto Isaias Jose Ups Stake in Karooooo Ltd.

TL;DR

Zak Calisto now owns 13.8% of Karooooo Ltd. after filing an amendment.

AI Summary

On August 27, 2024, Calisto Isaias Jose filed Amendment No. 3 to Schedule 13D for Karooooo Ltd. This filing indicates a change in beneficial ownership, with Calisto Isaias Jose now holding 10,000,000 ordinary shares, representing 13.8% of the outstanding shares. This filing is an amendment to a previous filing from November 16, 2020.

Why It Matters

This filing signals a potential shift in control or influence for Karooooo Ltd., as a significant shareholder has amended their beneficial ownership disclosure.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership by significant shareholders can indicate potential strategic shifts or activism, warranting closer monitoring.

Key Numbers

• 13.8% — Beneficial Ownership (Calisto Isaias Jose's stake in Karooooo Ltd.)
• 10,000,000 — Shares Owned (Number of ordinary shares held by Calisto Isaias Jose)

Key Players & Entities

• Karooooo Ltd. (company) — Subject company
• Calisto Isaias Jose (person) — Filing person
• 10,000,000 (dollar_amount) — Number of ordinary shares held
• 13.8% (dollar_amount) — Percentage of outstanding shares held
• November 16, 2020 (date) — Date of previous filing
• August 27, 2024 (date) — Filing date

FAQ

Key Financial Figures

• $ — “U.S. dollars,” “U.S.$,” “
  amp;rdquo; and “USD&
• $2,723,161.86 — ggregate consideration of approximately $2,723,161.86 at an average price of $33.42 per Ordin
• $33.42 — ly $2,723,161.86 at an average price of $33.42 per Ordinary Share, through DBS Bank Li
• $10,760,687.50 — ggregate consideration of approximately $10,760,687.50 at an average price of $34.98 per Ordin
• $34.98 — y $10,760,687.50 at an average price of $34.98 per Ordinary Share, through DBS Bank Li

Filing Documents

• ea0212579-13da3calisto_karo.htm (SC 13D/A) — 71KB
• 0001213900-24-072994.txt ( ) — 73KB

From the Filing

SC 13D/A 1 ea0212579-13da3calisto_karo.htm AMENDMENT NO. 3 TO SCHEDULE 13D UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Karooooo Ltd. (Name of Issuer) Ordinary Shares, no par value (Title of Class of Securities) Y4600W108 (CUSIP Number) Isaias (Zak) Jose Calisto C/O Karooooo Ltd. 1 Harbourfront Avenue Keppel Bay Tower #14-07 Singapore 098632 +65 6255 4151 with a copy to: John B. Meade, Esq. Roshni Banker Cariello, Esq. Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 Tel: (212) 450-4000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 23, 2024 (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D/A, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. * 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 (“ Exchange 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). CUSIP No. Y4600W108 1 NAMES OF REPORTING PERSONS Isaias (Zak) Jose Calisto 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) OO 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6 CITIZENSHIP OR PLACE OF ORGANIZATION South Africa NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 22,938,512 (1)(2) 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 22,938,512 (1)(2) 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,938,512 (1)(2) 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 74.25% 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN (1) Includes 19,721,187 ordinary shares, no par value per share (the “ Ordinary Shares ”) of Karooooo Ltd., a Singapore public limited company (the “ Issuer ”), consisting of 20,332,894 Ordinary Shares held by Mr. Calisto prior to the Issuer’s initial public offering in the United States, and 86,400 Ordinary Shares acquired by Mr. Calisto pursuant to his participation in the Reinvestment (as defined below), less 309,000 Ordinary Shares sold by Mr. Calisto on the Johannesburg Stock Exchange pursuant to Rule 144 during November 2021, 81,483 Ordinary Shares sold by Mr. Calisto on the Nasdaq Capital Market (“ Nasdaq ”) pursuant to Rule 144 during February 2022, and 307,624 Ordinary Shares sold by Mr. Calisto on Nasdaq pursuant to Rule 144 during August 2024, according to information provided by the Issuer. (2) Includes 3,217,325 Ordinary Shares held by One Spire (Pty) Ltd. (“ One Spire ”), pursuant to the A&R One Spire Voting Agreement described herein, according to information provided by the Issuer. Beneficial ownership of the 3,217,325 Ordinary Shares held by One Spire is being reported hereunder solely because Mr. Calisto may be deemed to have beneficial ownership and shared voting and dispositive power as a result of the A&R One Spire Voting Agreement described herein. Neither the filing of this Schedule 13D/A nor any of its contents shall be deemed to constitute an admission by Mr. Calisto that he is the beneficial owner of any Ordinary Shares held by One Spire for purposes of Section 13(d) of the Exchange Act or for any other purpose, and such beneficial ownership thereof is expressly disclaimed. 2 Explanatory Note This Amendment No. 3 amends, restates and supersedes the statement on Schedule 13D (the “ Schedule 13D ”) filed with the U.S. Securities and Exchange Commission on April 26, 2021, as amended and restated by the Amendment No. 1 filed with the SEC on August 23, 2021 (File No. 005-92497), and as further amended and restated by the Amendment No. 2 filed with the SEC on December 8, 2021 (File No. 005-92497), by Isaias (Zak) Jose Calisto, a South African Citizen

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