| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
INNIO N.V. [ INIO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/05/2026 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Shares | 06/05/2026 | S | 103,500,000 | D | $25.99 | 646,500,000 | D(1)(2)(3) | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The reported securities are directly held by AI Alpine (Luxembourg) S.a r.l. (the "Shareholder"), which is indirectly controlled by AI Alpine Parent & Cy S.C.A. ("AI Alpine Parent"). Various funds and accounts affiliated with Advent International, L.P. and its general partner, Advent International GP, LLC (together with Advent International, L.P., "Advent"), indirectly hold 53.8% of the equity of AI Alpine Parent and, accordingly, Advent exercises voting and investment control of the securities directly held by the Shareholder. The board of Advent International GP, LLC appoints the investment committee of Advent International, L.P. (the "Investment Committee"), which Investment Committee has voting and investment power with respect to the securities directly held by the Shareholder. |
| 2. Abu Dhabi Investment Authority ("ADIA") indirectly holds approximately 45.0% of the equity of AI Alpine Parent through Luxinva S.A., a wholly owned subsidiary of ADIA. Due to the terms of its relationship with AI Alpine Parent and such indirect holdings, ADIA may, for the purposes of and pursuant to the rules and regulations of the SEC, also be deemed to have beneficial ownership of the securities directly held by the Shareholder. ADIA is a public institution established by the Government of the Emirate of Abu Dhabi. |
| 3. Each Reporting Person and each other person referenced in this Statement disclaims Section 16 beneficial ownership of the reported securities except to the extent of their respective pecuniary interest therein, if any, and this Statement shall not be deemed an admission of beneficial ownership of any of the reported shares for purposes of Section 16 or any other purpose. |
| Remarks: |
| The board of directors of the Issuer (the "Board") currently includes members affiliated with certain of the Reporting Persons that were appointed or elected to the Board pursuant to the Relationship Agreement, dated June 4, 2026, between the Issuer and the Shareholder. As a result, the Reporting Persons may be deemed directors by deputization for purposes of Section 16 of the Exchange Act. |
| AI ALPINE (LUXEMBOURG) S.A R.L., By: /s/ Jean-Francois Jochum, Name: Jean-Francois Jochum, Title: Authorized Signatory, By: /s/ Yves Kuhn, Name: Yves Kuhn, Title: Authorized Signatory | 06/05/2026 | |
| AI ALPINE PARENT & CY S.C.A., By: AI Alpine GP S.a r.l., its General Partner, By: /s/ Jean-Francois Jochum, Name: Jean-Francois Jochum, Title: Manager, By: /s/ Kremena Popova, Name: Kremena Popova, Title: Manager | 06/05/2026 | |
| ADVENT INTERNATIONAL, L.P., By: Advent International GP, LLC, its General Partner, By: /s/ Neil Crawford, Name: Neil Crawford, Title: Vice President of Finance | 06/05/2026 | |
| ADVENT INTERNATIONAL GP, LLC, By: /s/ Neil Crawford, Name: Neil Crawford, Title: Vice President of Finance | 06/05/2026 | |
| ABU DHABI INVESTMENT AUTHORITY, By: /s/ Ahmed AlNeyadi, Name: Ahmed AlNeyadi, Title: Authorized Signatory, By: /s/ Saif Surour AlMashghouni, Name: Saif Surour AlMashghouni, Title: Authorized Signatory | 06/05/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||