Shah Capital Management Amends VEON Ltd. Filing

TL;DR

Shah Capital Management just updated their VEON Ltd. filing - something's up.

AI Summary

Shah Capital Management, Inc. filed an amendment (No. 2) to its Schedule 13D on October 21, 2024, regarding its holdings in VEON Ltd. The filing indicates a change in the reporting person's intentions or beneficial ownership, though specific details of the change are not provided in this excerpt. Shah Capital Management is based in Raleigh, NC.

Why It Matters

This amendment signals a potential shift in a significant shareholder's stake or strategy concerning VEON Ltd., which could influence the company's stock performance.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D filings often indicate changes in a significant investor's position or strategy, which can introduce uncertainty.

Key Players & Entities

• Shah Capital Management, Inc. (company) — Filing entity
• VEON Ltd. (company) — Subject company
• 20241021 (date) — Filing date

FAQ

Filing Documents

• fp0090766-1_sc13da.htm (SC 13D/A) — 67KB
• fp0090766-1_ex991.htm (EX-99.1) — 14KB
• fp0090766-1_01.jpg (GRAPHIC) — 7KB
• 0001398344-24-019050.txt ( ) — 92KB

Security and Issuer

Item 1. Security and Issuer. This Amendment No. 2 ("Amendment") to the Statement on Schedule 13D (the "Schedule 13D") relates to ADRs of VEON Ltd. ("VEON"). Amendment No. 1, previously filed on October 31, 2023, is hereby amended and supplemented with respect to the items set forth in this Amendment. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Schedule 13D. The address of the principal executive office of VEON is Claude Debussylaan 88, 1082 MD, Amsterdam, the Netherlands.

Identity and Background

Item 2. Identity and Background. (a) Name . This Statement is filed by: (i) Shah Capital Management, Inc. (“Shah Capital”), a North Carolina corporation, who serves as the investment adviser to Shah Opportunity (as defined below); (ii) Shah Capital Opportunity Fund LP (“Shah Opportunity”), a Delaware limited partnership; and (iii) Himanshu H. Shah, who serves as President and Chief Investment Officer of Shah Capital. Shah Capital, Shah Opportunity and Mr. Shah are referred to collectively as the “Reporting Persons.” (b) Residence of Business Address The address of the principal business and principal office of each of the Reporting Persons is 2301 Sugar Bush Road, Suite 510, Raleigh, North Carolina 27612. (c) Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or Other Organization in Which Such Employment Is Conducted The principal business of each of Shah Capital and Shah Opportunity is investing in securities. The principal occupation of Mr. Shah is serving as the President and Chief Investment Officer of Shah Capital. (d) Criminal Convictions During the past five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Civil Proceedings During the past five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding such person was or 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. CUSIP NO. 91822M106 13D Page 6 of 11 Pages (f) Citizenship Shah Capital is a North Carolina corporation. Shah Opportunity is a Delaware limited partnership. Mr. Shah is a citizen of the United

Source and Amount of Funds or Other

Item 3. Source and Amount of Funds or Other Consideration. Except for 41,812 ADS owned directly by Mr. Shah, which were purchased using his personal funds, all of the ADS to which this Statement relates were purchased on behalf of the Reporting Persons using the investment capital of the Reporting Persons. All ADS were purchased in various transactions and for various amounts of consideration through open-market purchases.

Purpose of Transaction

Item 4. Purpose of Transaction The Reporting Persons purchased the shares for investment purposes, and such purchases have been made in the ordinary course of business of the Reporting Persons. The Reporting Persons do not have any present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D. In pursuing investment purposes, the Reporting Persons may further purchase, hold, vote, trade, dispose or otherwise deal in the shares at times, and in such manner, as they deem advisable to benefit from, among other things: (1) changes in the market prices of the shares; (2) changes in the Issuer’s operations, business strategy or prospects; or (3) from the sale, merger, or other proposed corporation transaction pursued or closed with respect to the Issuer or a third party. To evaluate such alternatives, the Reporting Persons will monitor the Issuer’s operations, business, management, capital structure, financials, and prospects; competitive and strategic matters related to the Issuer’s business, competitors’ businesses, and the industry generally; corporate transactions and potential corporate transactions involving the Issuer; and prevailing market conditions, as well as other economic, securities markets and investment considerations. Consistent with their investment research methods and evaluation criteria, the Reporting Persons has discussed, engaged with and may continue to discuss such matters with the Issuer’s management or the Board of Directors, other stockholders, industry analysts, existing or potential strategic partners or competitors, investment and financing professionals, sources of credit, and other investors. Such evaluations and discussions may materially affect, and result in, among other things, the Reporting Persons: (1) modifying their ownership of the shares, including, without limitation, the purchase or sale of shares in the open market o

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer.

(a) and (b)

Item 5 (a) and (b) Shah Capital Management Shah Capital Opportunity Fund LP Himanshu H. Shah (a) Amount Beneficially Owned: 4,908,215 4,630,000 4,950,027 (b) Percent of Class:* 6.95% 6.55% 7.01% (c) Number of Shares to Which Reporting Person Has: (i) Sole Voting Power: N/A N/A 41,812 (ii) Shared Voting Power: 4,908,215 4,630,000 4,908,215 (iii) Sole Dispositive Power: N/A N/A 41,812 (iv) Shared Dispositive Power: 4,908,215 4,630,000 4,908,215 The percentage in this paragraph relating to beneficial ownership of ADS is based on 70.65 million shares outstanding as of June 30, 2024. (c) None of the Reporting Persons have effected any transactions in the shares of Common Stock in the 60 days prior to the date of this Statement. (d) No other person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the ADS covered by this Statement. (e) Not applicable.

Contracts, Arrangements, Understandings or Relationships with

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Other than as described in this Statement, to the knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons or between the Reporting Persons and any other persons with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits. The following documents are filed as exhibits: Exhibit Number Description Exhibit 99.1 BOD Letter, dated October 18, 2024, by and among Shah Capital Management, Inc., Shah Capital Opportunity Fund LP, and Himanshu H. Shah. CUSIP NO. 91822M106 13D Page 8 of 11 Pages Signature After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this Statement is true, complete and correct. Date: October 21, 2024 SHAH CAPITAL MANAGEMENT, INC. By: /s/ Himanshu H. Shah Name: Himanshu H. Shah Title: President and Chief Investment Officer Date: October 21, 2024 SHAH CAPITAL OPPORTUNITY FUND LP By: /s/ Himanshu H. Shah Name: Himanshu H. Shah Title: Managing Member Date: October 21, 2024 /s/ Himanshu H. Shah Himanshu H. Shah

View Full Filing

View this SC 13D/A filing on SEC EDGAR