Chemours Co — Major Shareholding Notification 2021

Feb 16, 2021

SC 13G/A 1 fp0062298_sc13ga.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

**(AMENDMENT NO. 1) ***

THE CHEMOURS COMPANY

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

163851108

(CUSIP Number)

December 31, 2020

(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)

[x] Rule 13d-1(c)

[ ] Rule 13d-1(d)

• 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 ("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 ).

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CUSIP No. 163851108 13G Page 1 of 10 Pages

| 1. | NAMES
OF REPORTING PERSONS Sessa Capital (Master), L.P. |
| --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
instructions) (a) [ ] (b) [ ] |
| 3. | SEC
USE ONLY |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION Cayman Islands |

| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE
VOTING POWER 6,986,011 |
| --- | --- |
| 6. | SHARED
VOTING POWER |
| 7. | SOLE
DISPOSITIVE POWER 6,986,011 |
| 8. | SHARED
DISPOSITIVE POWER |

| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,986,011 |
| --- | --- |
| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see
instructions) [ ] |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.2% |
| 12. | TYPE
OF REPORTING PERSON (see instructions) PN |

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CUSIP No. 163851108 13G Page 2 of 10 Pages

| 1. | NAMES
OF REPORTING PERSONS Sessa Capital Special Opportunity Fund II, L.P. |
| --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
instructions) (a) [ ] (b) [ ] |
| 3. | SEC
USE ONLY |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware |

| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE
VOTING POWER 2,486,099 |
| --- | --- |
| 6. | SHARED
VOTING POWER |
| 7. | SOLE
DISPOSITIVE POWER 2,486,099 |
| 8. | SHARED
DISPOSITIVE POWER |

| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,486,099 |
| --- | --- |
| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see
instructions) [ ] |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.5% |
| 12. | TYPE
OF REPORTING PERSON (see instructions) PN |

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CUSIP No. 163851108 13G Page 3 of 10 Pages

| 1. | NAMES
OF REPORTING PERSONS Sessa Capital GP, LLC |
| --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
instructions) (a) [ ] (b) [ ] |
| 3. | SEC
USE ONLY |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware |

| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE
VOTING POWER 9,472,110 |
| --- | --- |
| 6. | SHARED
VOTING POWER |
| 7. | SOLE
DISPOSITIVE POWER 9,472,110 |
| 8. | SHARED
DISPOSITIVE POWER |

| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,472,110 |
| --- | --- |
| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see
instructions) [ ] |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.7% |
| 12. | TYPE
OF REPORTING PERSON (see instructions) OO |

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CUSIP No. 163851108 13G Page 4 of 10 Pages

| 1. | NAMES
OF REPORTING PERSONS Sessa Capital IM, L.P. |
| --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
instructions) (a) [ ] (b) [ ] |
| 3. | SEC
USE ONLY |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware |

| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE
VOTING POWER 9,472,110 |
| --- | --- |
| 6. | SHARED
VOTING POWER |
| 7. | SOLE
DISPOSITIVE POWER 9,472,110 |
| 8. | SHARED
DISPOSITIVE POWER |

| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,472,110 |
| --- | --- |
| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see
instructions) [ ] |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.7% |
| 12. | TYPE
OF REPORTING PERSON (see instructions) PN |

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CUSIP No. 163851108 13G Page 5 of 10 Pages

| 1. | NAMES
OF REPORTING PERSONS Sessa Capital IM GP, LLC |
| --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
instructions) (a) [ ] (b) [ ] |
| 3. | SEC
USE ONLY |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware |

| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE
VOTING POWER 9,472,110 |
| --- | --- |
| 6. | SHARED
VOTING POWER |
| 7. | SOLE
DISPOSITIVE POWER 9,472,110 |
| 8. | SHARED
DISPOSITIVE POWER |

| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,472,110 |
| --- | --- |
| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see
instructions) [ ] |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.7% |
| 12. | TYPE
OF REPORTING PERSON (see instructions) OO |

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CUSIP No. 163851108 13G Page 6 of 10 Pages

| 1. | NAMES
OF REPORTING PERSONS John Petry |
| --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
instructions) (a) [ ] (b) [ ] |
| 3. | SEC
USE ONLY |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION United States |

| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE
VOTING POWER 9,472,110 |
| --- | --- |
| 6. | SHARED
VOTING POWER |
| 7. | SOLE
DISPOSITIVE POWER 9,472,110 |
| 8. | SHARED
DISPOSITIVE POWER |

| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,472,110 |
| --- | --- |
| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see
instructions) [ ] |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.7% |
| 12. | TYPE
OF REPORTING PERSON (see instructions) IN |

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CUSIP No. 163851108 13G Page 7 of 10 Pages

Item 1.	Name of Issuer The Chemours Company
(b)	Address of Issuer’s Principal Executive Offices 1007 Market Street Wilmington, DE 19801

| Item 2. | Name of Person Filing 1. Sessa
Capital (Master), L.P. 2. Sessa
Capital Special Opportunity Fund II, L.P. 3. Sessa
Capital GP, LLC 4. Sessa
Capital IM, L.P. 5. Sessa
Capital IM GP, LLC 6. John
Petry |
| --- | --- |
| (b) | Address of the Principal Office or, if none, residence 888 Seventh Avenue, 30th Floor, New York, New York, 10019 |
| (c) | Citizenship Sessa Capital (Master), L.P. is a Cayman Islands exempted limited
partnership. Sessa Capital GP, LLC and Sessa Capital IM GP, LLC are Delaware limited liability companies. Sessa Capital Special
Opportunity Fund II, L.P. and Sessa Capital IM, L.P. are Delaware limited partnerships. Mr. Petry is a citizen of the United States. |
| (d) | Title of Class of Securities Common Stock, par value $0.01 per share (“Shares”) |
| (e) | CUSIP Number 163851108 |

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).
	Not applicable

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CUSIP No. 163851108 13G Page 8 of 10 Pages

Item 4. Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

| (a) | Amount beneficially owned: Sessa Capital (Master), L.P. directly beneficially
owns 6,986,011 Shares. Sessa Capital Special Opportunity Fund II, L.P. directly beneficially owns 2,486,099 Shares. Sessa Capital
(Master), L.P. and Sessa Capital Special Opportunity Fund II, L.P. (collectively, the “Funds”) together beneficially
own 9,472,110 Shares. Sessa Capital GP, LLC is the general partner
of the Funds and, as a result, may be deemed to beneficially own Shares owned by the Funds. Sessa Capital IM, L.P. is the investment manager
of the Funds and, as a result, may be deemed to beneficially own Shares owned by the Funds. Sessa Capital IM GP, LLC is the general partner
of Sessa Capital IM, L.P. and, as a result, may be deemed to beneficially own shares beneficially owned by Sessa Capital IM, L.P. Mr. Petry is the manager of Sessa Capital GP,
LLC and Sessa Capital IM GP, LLC and, as a result, may be deemed to beneficially own shares owned by the Funds. | |
| --- | --- | --- |
| (b) | Percent of class: 5.7%, based on 164,920,648 shares of Common Stock outstanding as of December 31, 2020, according to the Issuer’s Form 8-K for the
quarterly period ended December 31, 2020, which was filed with the Securities and Exchange Commission on February 11, 2021. | |
| (c) | Number of shares as to which the person has: | |
| | (i) | Sole power to vote or to direct the vote: Sessa Capital (Master), L.P. may be deemed
to have the sole power to vote or direct the vote of 6,986,011 Shares. Sessa Capital Special Opportunity Fund II,
L.P. may be deemed to have the sole power to vote or direct the vote of 2,486,099 Shares. Sessa Capital GP, LLC, Sessa Capital IM, L.P.,
Sessa Capital IM GP, LLC, and Mr. Petry may be deemed to have the sole power to vote or direct the vote of 9,472,110 Shares. |
| | (ii) | Shared power to vote or to direct the vote: Not applicable |
| | (iii) | Sole power to dispose or to direct the disposition
of: Sessa Capital (Master), L.P. may be deemed
to have the sole power to dispose or to direct the disposition of 6,986,011 Shares. Sessa Capital Special Opportunity Fund II,
L.P. may be deemed to have the sole power to dispose or to direct the disposition of 2,486,099 Shares. Sessa Capital GP, LLC, Sessa Capital IM, L.P.,
Sessa Capital IM GP, LLC, and Mr. Petry be deemed to have the sole power to dispose or direct the disposition of 9,472,110 Shares. |
| | (iv) | Shared power to dispose or to direct the disposition
of: Not applicable |

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 [ ] .

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CUSIP No. 163851108 13G Page 9 of 10 Pages

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.

Not applicable

Item 8. Identification and Classification of Members of the Group.

Not applicable

Item 9. Notice of Dissolution of Group.

Not applicable

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CUSIP No. 163851108 13G Page 10 of 10 Pages

Item 10. Certification.

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.

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.

By:	/s/ John Petry
	John Petry
	John Petry, individually, as manager of Sessa Capital GP, LLC, the general partner of Sessa Capital (Master), L.P., and Sessa Capital Special Opportunity Fund II, L.P., and as manager of Sessa Capital IM GP, LLC, the general partner of Sessa Capital IM, L.P.
Date:	February 16, 2021

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SCHEDULE 13G

CUSIP No. 163851108

EXHIBIT INDEX TO SCHEDULE 13G

EXHIBIT 1

Joint Filing Agreement, dated as of March 23, 2020, by and between Sessa Capital (Master), L.P., Sessa Capital Special Opportunity Fund II, L.P., Sessa Capital GP, LLC, Sessa Capital IM, L.P., Sessa Capital IM GP, LLC, and John Petry.