UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Nomad Foods Limited

(Name of Issuer)

Ordinary Shares, No Par Value

(Title of Class of Securities)

G6564A105

(CUSIP Number)

Mariposa Acquisition II, LLC

500 South Pointe Drive, Suite 240

Miami Beach, Florida 33139

Attn: Martin E. Franklin

(786) 482-6333

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 15, 2018

(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 that 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  ☐.

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

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 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).

This Amendment No. 1 (the “Amendment”) amends the Statement on Schedule 13D, filed with the Securities and Exchange Commission (the “Commission”) on January 12, 2018 (this “Statement”) with respect to the ordinary shares, no par value (the “Ordinary Shares”), of Nomad Foods Limited, a company incorporated with limited liability under the laws of the British Virgin Islands (the “Issuer”). The principal executive offices of the Issuer are located at No. 1 New Square, Bedfont Lakes Business Park, Feltham, Middlesex TW14 8HA, United Kingdom. Unless specifically amended hereby, the disclosure set forth in the Statement shall remain unchanged. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings set forth in the Statement.

Item 2 of the Statement is hereby amended and restated in its entirety as follows:

Mariposa is a private investment vehicle of Franklin, who is the sole managing member of Mariposa. Franklin is the sole settlor and the trustee of the Franklin Trust. Tasburgh is a private investment vehicle of Ashken, who is the managing member of Tasburgh. PHHP is a private investment vehicle of Lillie, who is the managing member of PHHP. DeStefano is the sole settlor and the trustee of the DeStefano Trust. The Franklin Reporting Persons, the Ashken Reporting Persons, the Lillie Reporting Persons and the DeStefano Reporting Persons are collectively referred to herein as the “Reporting Persons”. Each of Franklin, Ashken and Lillie is a member of the board of directors of the Issuer (the “Issuer Board”) and DeStefano is an assistant secretary of the Issuer.

Item 3 of the Statement is hereby amended by the addition of the following:

Each of Tasburgh, PHHP and the DeStefano Trust is engaged in the purchase and sale of securities for investment for its own account. The source of funds is the investment capital of Tasburgh, PHHP and the DeStefano Trust, respectively.

The information set forth in Item 4 of this Statement is incorporated herein by reference.

Item 4 of the Statement is hereby amended by the addition of the following:

Franklin entered into an Irrevocable Proxy Agreement on June 15, 2018 (the “Proxy Agreement”) with each of Tasburgh, PHHP and the DeStefano Trust pursuant to which each of Tasburgh, PHHP and the DeStefano Trust granted Franklin an irrevocable proxy to vote 697,061, 697,061 and 92,942 Ordinary Shares of the Issuer, respectively, held by each of them for so long as Franklin serves as a director on the Issuer Board (the “Proxy Term”). As a result of the Proxy Agreement, the Franklin Reporting Persons, Tasburgh, PHHP and the DeStefano Trust have formed a “group” for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, and Rule 13d-5(b)(1) thereunder. Franklin has no pecuniary interest in the Ordinary Shares held by any of the Ashken Reporting Persons, the Lillie Reporting Persons or the DeStefano Reporting Persons as a result of the Proxy Agreement. Except as set forth herein, none of the Ashken Reporting Persons, the Lillie Reporting Persons or the DeStefano Reporting Persons has beneficial ownership or a pecuniary interest in the Ordinary Shares held by the Franklin Reporting Persons.

The foregoing description of the Proxy Agreement is qualified in its entirety by reference to the Proxy Agreement, which is filed as Exhibit A to this Statement and is incorporated herein by reference.

Paragraphs (a) – (c) of the Statement are hereby amended and restated in their entirety as follows:

Each of Franklin, the Franklin Trust and Mariposa has shared power to vote, or to direct the vote, and shared power to dispose, or to direct the disposition of, an aggregate of 8,650,030, 5,304,136 and 750,000 Ordinary Shares (which includes Founder Preferred Shares convertible into Ordinary Shares within 60 days), respectively. The shares beneficially owned by Franklin consist of (i) 4,089,428 Ordinary Shares held directly by the Franklin Trust, (ii) 2,323,538 Ordinary Shares held by RSMA LLC (all of which are deemed to be beneficially owned by Franklin and 464,708 of which are held directly by the Trust), (iii) 750,000 Founder Preferred Shares held by Mariposa that are convertible at any time at the option of the holder into the same number of Ordinary Shares, (iv) 697,061, 697,061 and 92,942 Ordinary Shares held by Tasburgh, PHHP and the DeStefano Trust, respectively (which Franklin has the sole power to vote pursuant to the Proxy Agreement). In the aggregate, such 8,650,030, 7,162,966, 5,304,136 and 750,000 Ordinary Shares represent approximately 5.0%, 4.1%, 3.0% and 0.4%, respectively, of all outstanding Ordinary Shares (calculated based on 173,997,436 Ordinary Shares outstanding as of April 30, 2018, as reported in the Issuer’s definitive proxy statement filed on May 15, 2018) and assuming the conversion of Mariposa’s Founder Preferred Shares, but without including any conversion of Founder Preferred Shares held by any other person). Franklin indirectly owns 69% of Mariposa, representing a pecuniary interest in 517,500 Founder Preferred Shares.

As of the date hereof, the Ashken Reporting Persons, Lillie Reporting Persons and DeStefano Reporting Persons may be deemed to beneficially own and have shared power to dispose, or to direct the disposition of, an aggregate of 708,197, 708,302 and 92,942 Ordinary Shares, representing approximately 0.4%, 0.4% and 0.1% of all outstanding Ordinary Shares (calculated based on 173,997,436 Ordinary Shares outstanding as of April 30, 2018, as reported in the Issuer’s definitive proxy statement filed on May 15, 2018). Each of Tasburgh, PHHP and the DeStefano Trust directly owns 7.5%, 7.5% and 1%, respectively of Mariposa, representing a pecuniary interest in 56,250, 56,250 and 7,500 Founder Preferred Shares.

Exhibit A — Proxy Agreement, dated June 15, 2018.

Exhibit B — Joint Filing Agreement among the Reporting Persons, dated June 15, 2018.

SIGNATURE

After reasonable inquiry and to the best of each of the Reporting Person’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Exhibit A

IRREVOCABLE PROXY AGREEMENT

AGREEMENT, dated as of June 15, 2018 (this “Agreement”), among Martin E. Franklin, an individual resident of the State of Florida (“Franklin”) and each of the undersigned persons named on the signature pages hereto (each, a “Subject Party” and collectively, the “Subject Parties”).

WHEREAS, each Subject Party beneficially owns the number of ordinary shares of no par value (the “Ordinary Shares”) of Nomad Foods Limited, a British Virgin Islands business company listed on the New York Stock Exchange (“Nomad”) set forth next to its name on Schedule I attached hereto (being referred to collectively as the “Subject Shares”).

WHEREAS, each Subject Party has agreed to irrevocably grant to and appoint Franklin, and any individual(s) designated in writing by Franklin, as proxy and attorney-in-fact (with full power of substitution), for and in their name, place, and stead, to vote all of the Subject Shares at any meeting of the Nomad shareholders or to otherwise consent to any corporate or shareholder action for so long as Franklin serves as a director on the Board of Directors of Nomad (the “Proxy Term”).

NOW, THEREFORE, in consideration of the foregoing and intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE I

GRANT OF PROXY

Section 1.1. Irrevocable Proxy. Each Subject Party hereby irrevocably and unconditionally, to the fullest extent permitted by law (but only during the Proxy Term), appoints Franklin as its sole and exclusive attorney-in-fact and proxy, with full power of substitution and re-substitution, to vote and exercise during the Proxy Term (but only during the Proxy Term), in a manner Franklin deems in his sole and absolute discretion appropriate, all voting, consent and similar rights (to the full extent that the Subject Party would be entitled to so vote and exercise them, and including, without limitation, the power to execute and deliver written consents) at every annual, special or adjourned meeting of holders of any security issued by Nomad and in every written consent in lieu of such a meeting, with respect to the Subject Shares on the terms and conditions set forth in this Agreement. Upon the execution of this Agreement, any and all prior proxies given by each Subject Party with respect to Subject Shares are hereby revoked and, subject to the terms and conditions set forth in this Agreement, each Subject Party agrees not to grant during the Proxy Term any subsequent proxies with respect to the Subject Shares if and to the extent inconsistent with this Section 1.1.

This Proxy shall continue in full force and effect until the expiration of the Proxy Term and each Subject Party hereby waives any and all right to cancel this Proxy at any time during the Proxy Term.

ARTICLE II

MISCELLANEOUS

Section 2.1. Amendments. Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or in the case of a waiver, by the party against whom the waiver is to be effective.

Section 2.2. Expenses. All costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense.

Section 2.3. Successors and Assigns; No Third-Party Beneficiaries. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that no party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other parties hereto. This Agreement shall be binding upon and inure solely to the benefit of the parties hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement.

Section 2.4. Governing Law. This Agreement and all other matters related to or arising from this Agreement shall be construed in accordance with and governed by the laws of the British Virgin Islands.

Section 2.5. Counterparts; Effectiveness. This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. This Agreement shall become effective when each party hereto shall have received counterparts hereof signed by all of the other parties hereto.

Section 2.6. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provisions is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

Section 2.7. Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by facsimile, by electronic mail or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following address (or at such other address for a party as shall be specified by like notice): c/o Mariposa Capital, LLC, 500 South Point Drive, Suite 240, Miami Beach, Florida 33139.

Section 2.8. Interpretation. When reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein,” “hereby” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “or” shall not be exclusive. The words “beneficial ownership” and “owned beneficially” and words of similar import when used in this Agreement shall be deemed to mean “beneficial ownership” as defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.

Section 2.9. Specific Performance. The parties hereto agree that irreparable damage would occur in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, this being in addition to any other remedy to which such party is entitled at law or in equity.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

Schedule I

EXHIBIT B

SCHEDULE 13D JOINT FILING AGREEMENT

In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D/A to which this Joint Filing Agreement is attached, and have duly executed this Joint Filing Agreement as of the date set forth below.