SC 13D/A

0001193125-18-124867.txt : 20180420 0001193125-18-124867.hdr.sgml : 20180420 20180420160656 ACCESSION NUMBER: 0001193125-18-124867 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20180420 DATE AS OF CHANGE: 20180420 GROUP MEMBERS: ALEXANDER SCHUTZ GROUP MEMBERS: BCM & PARTNERS SA GROUP MEMBERS: C-QUADRAT ASSET MANAGEMENT (CAYMAN) GROUP MEMBERS: C-QUADRAT ASSET MANAGEMENT (UK) LLP GROUP MEMBERS: C-QUADRAT INVESTMENT AG GROUP MEMBERS: C-QUADRAT LUXEMBOURG SA GROUP MEMBERS: C-QUADRAT UK LTD. GROUP MEMBERS: CUBIC (LONDON) LTD GROUP MEMBERS: MAG. THOMAS RIEB GROUP MEMBERS: SAN GABRIEL PRIVATSTIFTUNG GROUP MEMBERS: T.R. PRIVATSTIFTUNG SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DEUTSCHE BANK AKTIENGESELLSCHAFT CENTRAL INDEX KEY: 0001159508 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-84771 FILM NUMBER: 18766728 BUSINESS ADDRESS: STREET 1: DEUTSCHE BANK AG - LEGAL DEPARTMENT STREET 2: 60 WALL STREET - 36TH FLOOR, ROOM 3609 CITY: NEW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: 212-250-1306 MAIL ADDRESS: STREET 1: DEUTSCHE BANK AG - LEGAL DEPARTMENT STREET 2: 60 WALL STREET - 36TH FLOOR, ROOM 3609 CITY: NEW YORK STATE: NY ZIP: 10005 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: C-QUADRAT Special Situations Dedicated Fund CENTRAL INDEX KEY: 0001701814 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 190 ELGIN AVENUE CITY: GEORGE TOWN, GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 44 207 925.8700 MAIL ADDRESS: STREET 1: 190 ELGIN AVENUE CITY: GEORGE TOWN, GRAND CAYMAN STATE: E9 ZIP: KY1-1104 SC 13D/A 1 d574079dsc13da.htm SC 13D/A SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

DEUTSCHE BANK AKTIENGESELLSCHAFT

(Name of Issuer)

Ordinary shares, no par value

(Title of Class of Securities)

D1T769565 (CUSIP Number)

Laetitia Muir

1 Vine Street

London, W1J 0AH United Kingdom

+44 207 925 8700

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

April 20, 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 Rule 13d-1(e), 13d-1(f) or 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 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 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 (the “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).


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) C-QUADRAT Special Situations Dedicated Fund
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS WC, BK
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 164,245,135 ordinary shares
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 164,245,135 ordinary shares
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 164,245,135 ordinary shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.9% of Ordinary Shares*
14	TYPE OF REPORTING PERSON OO

The Reporting Person is the direct beneficial owner of approximately 7.9% of the outstanding ordinary shares of Deutsche Bank Aktiengesellschaft (“Deutsche Bank”). See Item 5. The calculated percentages are based on 2,066,402,041 Ordinary Shares issued and outstanding of Deutsche Bank as of December 31, 2017 as reported on the cover page of the Annual Report on Form 20-F filed by Deutsche Bank with the Securities and Exchange Commission on March 16, 2018.

Page 2 of 19


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) C-QUADRAT Asset Management (Cayman)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 164,245,135 ordinary shares
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 164,245,135 ordinary shares
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 164,245,135 ordinary shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.9% of Ordinary Shares*
14	TYPE OF REPORTING PERSON OO

The Reporting Person is the indirect beneficial owner of approximately 7.9% of the outstanding ordinary shares of Deutsche Bank. See Item 5. The calculated percentages are based on 2,066,402,041 Ordinary Shares issued and outstanding of Deutsche Bank as of December 31, 2017 as reported on the cover page of the Annual Report on Form 20-F filed by Deutsche Bank with the Securities and Exchange Commission on March 16, 2018.

Page 3 of 19


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) BCM & Partners SA
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Switzerland
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 164,245,135 ordinary shares
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 164,245,135 ordinary shares
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 164,245,135 ordinary shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.9% of Ordinary Shares*
14	TYPE OF REPORTING PERSON CO

Page 4 of 19


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) C-QUADRAT Asset Management (UK) LLP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 164,245,135 ordinary shares
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 164,245,135 ordinary shares
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 164,245,135 ordinary shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.9% of Ordinary Shares*
14	TYPE OF REPORTING PERSON PN

Page 5 of 19


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) C-QUADRAT UK Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 164,245,135 ordinary shares
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 164,245,135 ordinary shares
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 164,245,135 ordinary shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.9% of Ordinary Shares*
14	TYPE OF REPORTING PERSON OO

Page 6 of 19


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) C-QUADRAT Luxembourg SA
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Luxembourg
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 164,245,135 ordinary shares
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 164,245,135 ordinary shares
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 164,245,135 ordinary shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.9% of Ordinary Shares*
14	TYPE OF REPORTING PERSON CO

Page 7 of 19


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) C-QUADRAT Investment AG
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Austria
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 164,245,135 ordinary shares
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 164,245,135 ordinary shares
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 164,245,135 ordinary shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.9% of Ordinary Shares*
14	TYPE OF REPORTING PERSON CO

Page 8 of 19


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Cubic (London) Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION England and Wales
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 164,245,135 ordinary shares
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 164,245,135 ordinary shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 164,245,135 ordinary shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.9% of Ordinary Shares*
14	TYPE OF REPORTING PERSON CO

Page 9 of 19


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) T.R. Privatstiftung
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Austria
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 164,245,135 ordinary shares
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 164,245,135 ordinary shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 164,245,135 ordinary shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.9% of Ordinary Shares*
14	TYPE OF REPORTING PERSON OO

Page 10 of 19


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) San Gabriel Privatstiftung
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Austria
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 164,245,135 ordinary shares
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 164,245,135 ordinary shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 164,245,135 ordinary shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.9% of Ordinary Shares*
14	TYPE OF REPORTING PERSON OO

Page 11 of 19


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Mag. Thomas Rieß
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Austria
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 164,245,135 ordinary shares
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 164,245,135 ordinary shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 164,245,135 ordinary shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.9% of Ordinary Shares*
14	TYPE OF REPORTING PERSON IN

Page 12 of 19


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Alexander Schütz
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Austria
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 164,245,135 ordinary shares
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 164,245,135 ordinary shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 164,245,135 ordinary shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.9% of Ordinary Shares*
14	TYPE OF REPORTING PERSON IN

Page 13 of 19

Amendment No. 3 to Schedule 13D

This Amendment No. 4 (this “Amendment”) to the Schedule 13D filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 2, 2017 (the “Initial Filing”), as amended by Amendment No. 1 filed with the SEC on May 23, 2017, Amendment No. 2 filed with the SEC on December 21, 2017 and Amendment No. 3 filed with the SEC on February 15, 2018 (collectively, the “Schedule 13D”) is being filed on behalf of the “Reporting Persons,” as defined in the Schedule 13D and corresponding to the signatories hereto, relating to the ordinary shares, no par value (the “Ordinary Shares”) of Deutsche Bank Aktiengesellschaft (“Deutsche Bank”) held for the account of C-QUADRAT Special Situations Dedicated Fund. Any capitalized terms used but otherwise undefined in this Amendment shall have the meaning given such term in the Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration.

The first sentence of Item 3 of the Schedule 13D is amended and restated to read as follows:

The aggregate purchase price for the Ordinary Shares reported in Item 5 was approximately €2,775,679,249, including brokerage commissions, financing costs and other broker expenses.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is amended and restated to read as follows:

(a) C-QUADRAT is the direct beneficial owner of 164,245,135 Ordinary Shares, representing approximately 7.9% of Deutsche Bank’s outstanding Ordinary Shares. In addition, each Reporting Person other than C-QUADRAT may be deemed the indirect beneficial owner of such Ordinary Shares, representing approximately 7.9% of Deutsche Bank’s outstanding Ordinary Shares. The calculated percentages are based on the 2,066,402,041 Ordinary Shares issued and outstanding as of December 31, 2017 as reported on the cover page of the Annual Report on Form 20-F filed by Deutsche Bank with the SEC on March 16, 2018.

To the best of the Reporting Persons’ knowledge, none of the persons listed in Annex A holds any Ordinary Shares (other than as described in this Item 5). Neither the filing of this Schedule 13D nor any of its contents will be deemed to constitute an admission that any of the Reporting Persons is the beneficial owner of any shares of Deutsche Bank for the purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purposes, and such beneficial ownership is expressly disclaimed.

(b) The Trusts and Cubic have shared beneficial ownership through ownership of C-QIAG, and the Trusts and each of their control persons, Mr. Rieß and Mr. Schütz, have shared control over Cubic. Each other Reporting Person possesses sole beneficial ownership over the Ordinary Shares. Each of the above has the shared or sole authority to direct the voting and disposition of 164,245,135 Ordinary Shares held by C-QUADRAT. As described in Item 5(d) below, BL Capital Holdings Limited (BVI) (“BL Capital”) and HNA Innovation Finance Group Co. Limited (“HNA”) are investors in C-QUADRAT, and C-QUADRAT permits withdrawals, which may be settled in-cash or in-kind.

Page 14 of 19

Dispositions

Date

Quantity

Price, EUR

(Including
Commissions,
if any)

Fund Conducting

Transaction

Location of

Transaction

March 12, 2018

1,310,334

15.0000

C-QUADRAT

Physical settlement
of tranches of first
series of collar
transactions
reported in Item 6
of the Initial Filing.

March 13, 2018

1,310,334

per share (Put

Exercise

Price)

March 14, 2018

1,310,334

March 15, 2018

1,310,334

March 16, 2018

3,275,835

April 16, 2018

1,637,918

April 17, 2018

1,637,918

April 18, 2018

1,637,918

April 19, 2018

1,637,918

April 20, 2018

2,620,668

(d) Each of BL Capital and HNA, through their respective investments in C-QUADRAT, has the right to receive dividends and/or proceeds from the sales of the Ordinary Shares of C-QUADRAT.

(e) Not applicable

Item 7. Material to be Filed as Exhibits


Exhibit		Description

99.2		Power of Attorney.

Page 15 of 19

SIGNATURES

After reasonable inquiry and to the best of his or her knowledge and belief, each of the undersigned certifies that the information in this Amendment is true, complete and correct.

Date: April 20, 2018


C-QUADRAT SPECIAL SITUATIONS DEDICATED FUND
By: Alexander Smith, Director
By:		/S/ Laetitia Muir
Name:		Laetitia Muir
Title:		Attorney-in-Fact*
C-QUADRAT ASSET MANAGEMENT (CAYMAN)
By: Walter Stresemann, Director
By:		/S/ Laetitia Muir
Name:		Laetitia Muir
Title:		Attorney-in-Fact*
BCM & PARTNERS SA
By: Fabio Michienzi, CEO
By:		/S/ Laetitia Muir
Name:		Laetitia Muir
Title:		Attorney-in-Fact*
By: Walter Stresemann, Director
By:		/S/ Laetitia Muir
Name:		Laetitia Muir
Title:		Attorney-in-Fact*

Page 16 of 19


C-QUADRAT ASSET MANAGEMENT (UK) LLP
By:		/S/ Laetitia Muir
Name:		Laetitia Muir
Title:		General Counsel, CCO & MLRO
C-QUADRAT UK LTD.
By: Cristobal Mendez de Vigo, Director
By:		/S/ Laetitia Muir
Name:		Laetitia Muir
Title:		Attorney-in-Fact*
C-QUADRAT LUXEMBOURG SA
By: Carlos Mendez de Vigo, Director
By:		/S/ Laetitia Muir
Name:		Laetitia Muir
Title:		Attorney-in-Fact*
By: Filippo Campailla, Director
By:		/S/ Laetitia Muir
Name:		Laetitia Muir
Title:		Attorney-in-Fact*
C-QUADRAT INVESTMENT AG
By:		Cristobal Mendez de Vigo, Director
By:		/S/ Laetitia Muir
Name:		Laetitia Muir
Title:		Attorney-in-Fact*

Page 17 of 19


By: Carlos Mendez de Vigo, Authorized Representative
By:		/S/ Laetitia Muir
Name:		Laetitia Muir
Title:		Attorney-in-Fact*
CUBIC (LONDON) LIMITED
By: Alvaro De Salinas Harnden, Director
By:		/S/ Laetitia Muir
Name:		Laetitia Muir
Title:		Attorney-in-Fact*
By: Carlo Michienzi, Non-Executive Chairman
By:		/S/ Laetitia Muir
Name:		Laetitia Muir
Title:		Attorney-in-Fact*
T.R. PRIVATSTIFTUNG
By: Gerd Alexander Schütz, Director
By:		/S/ Laetitia Muir
Name:		Laetitia Muir
Title:		Attorney-in-Fact*
By: Oliver Ginthör, Director
By:		/S/ Laetitia Muir
Name:		Laetitia Muir
Title:		Attorney-in-Fact*

Page 18 of 19


SAN GABRIEL PRIVATSTIFTUNG
By: Mag. Thomas Rieß, Director
By:		/S/ Laetitia Muir
Name:		Laetitia Muir
Title:		Attorney-in-Fact*
By: Oliver Ginthör, Director
By:		/S/ Laetitia Muir
Name:		Laetitia Muir
Title:		Attorney-in-Fact*
MAG. THOMAS RIEß
By:		/S/ Laetitia Muir
Name:		Laetitia Muir
Title:		Attorney-in-Fact*
ALEXANDER SCHÜTZ
By:		/S/ Laetitia Muir
Name:		Laetitia Muir
Title:		Attorney-in-Fact*

*	See attached Power of Attorney.

Page 19 of 19

EX-99.2 2 d574079dex992.htm EX-99.2 EX-99.2

Exhibit 99.2

LIMITED POWER OF ATTORNEY FOR SECTION 13 FILINGS

I, the undersigned, in each case, do hereby make, constitute and appoint Laetitia Muir, as my true and lawful attorney for the purposes hereinafter set forth, effective as of this 1st day of June 2017.

References in this limited power of attorney to “my Attorney” are to the person named above and to the person substituted hereunder pursuant to the power of substitution granted herein.

I hereby grant to my Attorney, for me and in my name, place and stead, the power:

To execute for and on my behalf, in my capacity set forth on my respective signature block below, with respect to the ordinary shares, no par value (“Ordinary Shares”), of Deutsche Bank Aktiengesellschaft (“Deutsche Bank”), any Schedule 13D and all and any amendments thereto, in accordance with Section 13 of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder (the “Exchange Act”);

To do and to perform any and all acts for and on my behalf that may be necessary or desirable to complete and execute any such Schedule 13D, and to timely file such schedule, form or amendment thereto with the United States Securities and Exchange Commission (the “SEC”) and any stock exchange or similar authority; and

To take any other action of any type whatsoever that, in the opinion of my Attorney, may be necessary or desirable in connection with the foregoing grant of authority, it being understood that the documents executed by my Attorney pursuant to this limited power of attorney shall be in such form and shall contain such terms and conditions as my Attorney may approve.

I hereby grant to my Attorney full power and authority to do and to perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as I might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that my Attorney shall lawfully do or cause to be done by virtue of this limited power of attorney and the rights and powers herein granted. I acknowledge and agree that neither my Attorney nor Deutsche Bank is assuming any of my responsibilities to comply with the Exchange Act.

This limited power of attorney shall remain in full force and effect until I am no longer required to file any Schedule 13D or amendments thereto concerning the Ordinary Shares of Deutsche Bank, unless earlier revoked by me in a signed writing delivered to each of my Attorney and the substitutes therefore, if any. This limited power of attorney may be filed with the SEC as a confirming statement of the authority granted herein.

[Signature Pages Follow]

IN WITNESS WHEREOF, I have hereunto set my hand to this instrument on the date first above written.

Date: June 6, 2017


C-QUADRAT SPECIAL SITUATIONS DEDICATED FUND

By:		/s/ Alexander Smith
Name:		Alexander Smith
Title:		Director

Date: June 6, 2017

C-QUADRAT ASSET MANAGEMENT (CAYMAN)

By:		/s/ Walter Stresemann
Name:		Walter Stresemann
Title:		Director

Date: June 6, 2017

BCM & PARTNERS SA

By:		/s/ Fabio Michienzi
Name:		Fabio Michienzi
Title:		CEO

Date: February 5, 2018

By:		/s/ Walter Stresemann
Name:		Walter Stresemann
Title:		Director


Date: June 6, 2017

C-QUADRAT ASSET MANAGEMENT (UK) LLP

By:		/s/ Laetitia Muir
Name:		Laetitia Muir
Title:		General Counsel, CCO & MLRO

Date: June 6, 2017

C-QUADRAT UK LTD.

By:		/s/ Cristobal Mendez de Vigo
Name:		Cristobal Mendez de Vigo
Title:		Director

Date: February 5, 2018

By:		/s/ Mag. Thomas Rieß
Name:		Mag. Thomas Rieß
Title:		Director

Date: June 6, 2017

C-QUADRAT LUXEMBOURG SA

By:		/s/ Mag. Thomas Reiß
Name:		Mag. Thomas Rieß
Title:		Director


By:		/s/ Filippo Campailla
Name:		Filippo Campailla
Title:		Director

By:		/s/ Massimo Raschella
Name:		Massimo Raschella
Title:		Director

Date: April 18, 2018

By:		/s/ Carlos Mendez de Vigo
Name:		Carlos Mendez de Vigo
Title:		Director

Date: June 6, 2017

C-QUADRAT INVESTMENT AG

By:		/s/ Cristobal Mendez de Vigo
Name:		Cristobal Mendez de Vigo
Title:		Director

By:		/s/ Markus Ullmer
Name:		Markus Ullmer
Title:		Authorized Representative

Date: April 18, 2018

By:		/s/ Carlos Mendez de Vigo
Name:		Carlos Mendez de Vigo
Title:		Authorized Representative


Date: June 6, 2017

CUBIC (LONDON) LIMITED

By:		/s/ Alvaro De Salinas Harnden
Name:		Alvaro De Salinas Harnden
Title:		Director

Date: February 5, 2018

By:		/s/ Carlo Michienzi
Name:		Carlo Michienzi
Title:		Non-Executive Chairman

Date: June 6, 2017

T.R. PRIVATSTIFTUNG

By:		/s/ Gerd Alexander Schütz
Name:		Gerd Alexander Schütz
Title:		Director

By:		/s/ Oliver Ginthör
Name:		Oliver Ginthör
Title:		Director


Date: June 6, 2017

SAN GABRIEL PRIVATSTIFTUNG

By:		/s/ Mag. Thomas Rieß
Name:		Mag. Thomas Rieß
Title:		Director

By:		/s/ Oliver Ginthör
Name:		Oliver Ginthör
Title:		Director

Date: June 6, 2017

MAG. THOMAS RIEß

/s/ Mag. Thomas Rieß

Date: June 6, 2017

ALEXANDER SCHÜTZ

/s/ Alexander Schütz