Chemours Co — Major Shareholding Notification 2023

Feb 14, 2023

SC 13G/A 1 fp0082117-2_sc13ga.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

**(AMENDMENT NO. 3) ***

THE CHEMOURS COMPANY

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(Name of Issuer)

Common Stock, par value $0.01 per share

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(Title of Class of Securities)

163851108

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(CUSIP Number)

December 31, 2022

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(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 9 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. | SHARED
VOTING POWER 547,057 |
| 7. | SOLE
DISPOSITIVE POWER |
| 8. | SHARED
DISPOSITIVE POWER 547,057 |

| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 547,057 |
| --- | --- |
| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see
instructions) [ ] |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.36% |
| 12. | TYPE
OF REPORTING PERSON (see instructions) PN |

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CUSIP No. 163851108 13G Page 2 of 9 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 |
| --- | --- |
| 6. | SHARED
VOTING POWER 271,660 |
| 7. | SOLE
DISPOSITIVE POWER |
| 8. | SHARED
DISPOSITIVE POWER 271,660 |

| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 271,660 |
| --- | --- |
| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see
instructions) [ ] |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.18% |
| 12. | TYPE
OF REPORTING PERSON (see instructions) PN |

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CUSIP No. 163851108 13G Page 3 of 9 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 818,717 |
| --- | --- |
| 6. | SHARED
VOTING POWER |
| 7. | SOLE
DISPOSITIVE POWER 818,717 |
| 8. | SHARED
DISPOSITIVE POWER |

| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 818,717 |
| --- | --- |
| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see
instructions) [ ] |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.54% |
| 12. | TYPE
OF REPORTING PERSON (see instructions) OO |

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CUSIP No. 163851108 13G Page 4 of 9 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 818,717 |
| --- | --- |
| 6. | SHARED
VOTING POWER |
| 7. | SOLE
DISPOSITIVE POWER 818,717 |
| 8. | SHARED
DISPOSITIVE POWER |

| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 818,717 |
| --- | --- |
| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see
instructions) [ ] |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.54% |
| 12. | TYPE
OF REPORTING PERSON (see instructions) PN |

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CUSIP No. 163851108 13G Page 5 of 9 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 818,717 |
| --- | --- |
| 6. | SHARED
VOTING POWER |
| 7. | SOLE
DISPOSITIVE POWER 818,717 |
| 8. | SHARED
DISPOSITIVE POWER |

| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 818,717 |
| --- | --- |
| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see
instructions) [ ] |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.54% |
| 12. | TYPE
OF REPORTING PERSON (see instructions) OO |

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CUSIP No. 163851108 13G Page 6 of 9 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 of America | |

| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE
VOTING POWER 818,717 |
| --- | --- |
| 6. | SHARED
VOTING POWER |
| 7. | SOLE
DISPOSITIVE POWER 818,717 |
| 8. | SHARED
DISPOSITIVE POWER |

| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 818,717 |
| --- | --- |
| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see
instructions) [ ] |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.54% |
| 12. | TYPE
OF REPORTING PERSON (see instructions) IN |

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CUSIP No. 163851108 13G Page 7 of 9 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. | Names
of Persons Filing The
names of the persons filing this report (collectively, the “Reporting Persons”) are: 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 The
address of the principal business office of each of the Reporting Persons is: 888
Seventh Avenue, 30th Floor, New York, NY, 10019 |
| (c) | Citizenship Sessa
Capital (Master), L.P. – a Cayman Islands exempted limited partnership Sessa
Capital GP, LLC – a Delaware limited liability company Sessa
Capital IM, L.P. – a Delaware limited liability partnership Sessa
Capital IM GP, LLC – a Delaware limited liability company Sessa
Capital Special Opportunity Fund II, L.P. – a Delaware limited liability partnership John
Petry – a United States citizen |
| (d) | Title
of Class of Securities Common
Stock, par value $0.01 per share (“Common Stock”) |
| (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:

Not applicable.

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CUSIP No. 163851108 13G Page 8 of 9 Pages

Item 4. Ownership.

The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover pages to this Schedule 13G. The ownership percentages reported are based on the 150,917,704 shares of Common Stock outstanding as of October 20, 2022, as reported in the Issuer’s Form 10-Q filed on October 26, 2022.

Sessa Capital (Master), L.P. and Sessa Capital Special Opportunity Fund II, L.P. (collectively the “Funds”) directly beneficially own 547,057 and 271,660, respectively, shares of Common Stock.

Sessa Capital GP, LLC is the general partner of the Funds and, as a result, may be deemed to beneficially own Common Stock 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 Common Stock 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 Common Stock beneficially owned by Sessa Capital IM, L.P. John 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 Common Stock owned by the Funds.

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 [x].

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 9 of 9 Pages

Item 10. Certification.

The Reporting Persons hereby make the following 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, other than activities solely in connection with a nomination under § 240.14a-11.

Signature

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies 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
14, 2023 |