Amendment: SEC Form SC 13D/A filed by VEON Ltd. ADS

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________

SCHEDULE 13D/A

(Amendment No. 2)

Under the Securities Exchange Act of 1934

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D and is filing this schedule because of §§ 240.13d-1(e), 240-13d.1(f) or 240.13d-1(g), check the following box: [X]

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

*       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 the 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).

(Continued on following pages)

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.

Item 2. Identity and Background.

This Statement is filed by:

Shah Capital, Shah Opportunity and Mr. Shah are referred to collectively as the “Reporting Persons.”

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.

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.

During the past five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

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.

Shah Capital is a North Carolina corporation.

Shah Opportunity is a Delaware limited partnership.

Mr. Shah is a citizen of the United State of America.

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.

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 or through privately negotiated transactions of otherwise; (2) exchanging information with the Issuer pursuant to appropriate confidentiality or similar agreements; (3) proposing changes in the Issuer’s operations, governance or capitalization; or (4) pursuing one or more of the other actions described in subsections (a) through (j) of Item 4 of §240.13d-101. The Reporting Persons may at any time reconsider and change their plans or proposals relating to the foregoing.

Item 5. Interest in Securities of the Issuer.

Item 5 (a) and (b)

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.

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.

Item 7. Material to be Filed as Exhibits.

The following documents are filed as exhibits:

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.