SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2
(Amendment No. 5)
INTERNATIONAL FLAVORS & FRAGRANCES INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
459506101
(CUSIP Number)
October 4, 2018
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
The information required in 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 (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).
1. | NAMES OF REPORTING PERSONS
Winder Investment Pte Ltd | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
3. | SEC USE ONLY
| |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Singapore |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
0 shares | ||||
6. | SHARED VOTING POWER
18,799,353 shares | |||||
7. | SOLE DISPOSITIVE POWER
0 shares | |||||
8. | SHARED DISPOSITIVE POWER
18,799,353 shares |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,799,353 shares | |||||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
17.5% (see item 4) | |||||
12. | TYPE OF REPORTING PERSON
OO |
1. | NAMES OF REPORTING PERSONS
William Cornelius Lexmond | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
3. | SEC USE ONLY
| |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Canada |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
0 shares | ||||
6. | SHARED VOTING POWER
18,799,353 shares | |||||
7. | SOLE DISPOSITIVE POWER
0 shares | |||||
8. | SHARED DISPOSITIVE POWER
18,799,353 shares |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares | |||||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
17.5% (see item 4) | |||||
12. | TYPE OF REPORTING PERSON
IN |
1. | NAMES OF REPORTING PERSONS
Sharon Yam Kwai Ying | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
3. | SEC USE ONLY
| |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Singapore |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
0 shares | ||||
6. | SHARED VOTING POWER
18,799,353 shares | |||||
7. | SOLE DISPOSITIVE POWER
0 shares | |||||
8. | SHARED DISPOSITIVE POWER
18,799,353 shares |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,799,353 shares | |||||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
17.5% (see item 4) | |||||
12. | TYPE OF REPORTING PERSON
IN |
SCHEDULE 13G
Item 1. | |
(a) | Name of Issuer: |
International Flavors and Fragrances Inc.
(b) | Address of Issuers Principal Executive Offices: |
521 West 57th Street
New York, N.Y. 10019-2960
Item 2. | |
(a) | Name of Person Filing: |
Winder Investment Pte Ltd
William Cornelius Lexmond
Sharon Yam Kwai Ying
(collectively, the Reporting Persons)
(b) | Address of Principal Business Office or, if none, Residence: |
#17-01 6 Battery Road
Singapore 049909
(c) | Citizenship: |
Winder Investment Pte Ltd - Singapore private company
William Cornelius Lexmond Canada
Sharon Yam Kwai Ying - Singapore
(d) | Title of Class of Securities: |
Common Stock
(e) | CUSIP Number: |
459506101
Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
☐ | (a) Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | |
☐ | (b) Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | |
☐ | (c) Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | |
☐ | (d) Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). | |
☐ | (e) An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
☐ | (f) An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
☐ | (g) A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
☐ | (h) A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
☐ | (i) A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
☐ | (j) Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
Item 4. | Ownership. |
(a) | Amount beneficially owned: |
The Reporting Persons are the beneficial owners of 17,872,160 shares of Common Stock and 2,958,500 6.00% Tangible Equity Units, including purchase contracts that can be settled in shares of Common Stock (the Purchase Contracts), which if voluntarily settled will, as of the date hereof, result in the issuance of 927,193 shares of Common Stock.
(b) | Percent of class: |
The Reporting Persons may be deemed to own beneficially 17.5% of the Issuers Common Stock, which percentage is calculated based on 91,716,000 shares of Common Stock outstanding as of September 17, 2018, as set forth in the Issuers prospectus supplement dated September 14, 2018, 14,854,101 additional shares of Common Stock issued in connection with the Issuers acquisition of Frutarom Industries Ltd. as set forth in the Issuers prospectus dated September 25, 2018 and 927,193 shares of Common Stock issuable as of the date hereof upon voluntary settlement of Purchase Contracts held by Winder.
(c) | Number of shares as to which such person has: |
(i) | Sole power to vote or to direct the vote |
0 shares
(ii) | Shared power to vote or to direct the vote |
18,799,353 shares
(iii) | Sole power to dispose or to direct the disposition of |
0 shares
(iv) | Shared power to dispose or to direct the disposition of |
18,799,353 shares
Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not Applicable.
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not Applicable.
Item 8. | Identification and Classification of Members of the Group. |
Not Applicable.
Item 9. | Notice of Dissolution of Group. |
Not Applicable.
Item 10. | Certifications. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14 a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: October 9, 2018
Winder Investment Pte Ltd | ||
By: | /s/ William Lexmond | |
Name: | William Lexmond | |
Title: | Director | |
/s/ William Cornelius Lexmond | ||
William Cornelius Lexmond | ||
By: | /s/ William Lexmond | |
Name: | William Lexmond | |
Title: | Attorney-in-Fact |
EXHIBIT INDEX
Exhibit A - Power of Attorney
POWER OF ATTORNEY
(For Executing Form ID and Forms 3, 4 and 5)
Know all by these presents, that the undersigned hereby constitutes and appoints William Cornelius Lexmond as the undersigneds true and lawful attorneys-in fact and agents to:
(1) Prepare, execute and file, for and on behalf of the undersigned, a holder of a registered class of securities of International Flavors & Fragrances Inc. (the Company) any and all documents and filings that are required or advisable to be made with the United States Securities and Exchange Commission, any stock exchange or similar authority, under the Securities Exchange Act of 1934, as amended (the Exchange Act), and the rules and regulations promulgated thereunder, including without limitation (a) any Joint Filing Agreement under Rule 13d-1(k) of the Exchange Act (or any successor provision thereunder), Schedule 13D and Schedule 13G (or any successor schedules or forms adopted under the Exchange Act) and any amendments thereto in accordance with Section 13 of the Exchange Act and the rules thereunder, and (b) Forms 3, 4 and 5 and any amendments thereto in accordance with Section 16(a) of the Exchange Act and the rules thereunder; and;
(2) Ttake any other action of any nature whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-facts discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-facts substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigneds responsibilities to comply with the Exchange Act, including without limitation Sections 13 and 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required to file any form or document with respect to the undersigneds holdings of and transactions in securities issued by the Company or (b) revocation by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date written below.
Date: 29/9/2018 | /s/ Sharon Yam Kwai Ying | |||||||
Sharon Yam Kwai Ying |