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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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SCHEDULE 13D/A 0000902664-24-004633 0001365341 XXXXXXXX LIVE 1 Ordinary shares, par value $0.20 per share 12/20/2024 false 0000845982 83175M205 Smith & Nephew plc BUILDING 5, CROXLEY PARK HATTERS LANE WATFORD, HERTFORDSHIRE X0 WD18 8YE Cevian Capital II GP Limited 44 1534 828 514 Whiteley Chambers Don St., Channel Isl. Attention: Norma O'Sullivan St. Helier Y9 JE2 4TR Schulte Roth & Zabel LLP 212-756-2000 919 Third Avenue Attn: Adriana Schwartz, Ele Klein New York NY 10022 0001365341 N Cevian Capital II GP Limited b AF N Y9 56187561.00 0.00 56187561.00 0.00 56187561.00 N 6.43 IA OO Ordinary shares, par value $0.20 per share Smith & Nephew plc BUILDING 5, CROXLEY PARK HATTERS LANE WATFORD, HERTFORDSHIRE X0 WD18 8YE This Amendment No. 1 ("Amendment No. 1") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission on July 9, 2024 (the "Original Schedule 13D", and the Original Schedule 13D as amended, the "Schedule 13D"), with respect to the Ordinary shares, par value $0.20 per share (the "Ordinary Shares"), of Smith & Nephew plc, a public limited company incorporated under the laws of England and Wales (the "Issuer"). This Amendment No. 1 amends and restates Items 2(a) and (c), 3 and 5(a)-(d) as set forth below. Capitalized terms used herein and not otherwise defined in this Amendment No. 1 have the meanings set forth in the Schedule 13D. This Schedule 13D is filed by Cevian Capital II GP Limited, a limited company incorporated under the laws of Jersey (the "Reporting Person"), the general partner of certain funds, including Cevian Capital II Master Fund L.P., a Cayman Islands limited partnership, (collectively, the "Cevian Funds"), with respect to the Ordinary Shares held by the Cevian Funds. The principal business of the Reporting Person is to serve as the sole general partner and to act as investment manager to the Cevian Funds. As of the date hereof, the Reporting Person has purchased for the account of the Cevian Funds an aggregate of 56,187,561 Ordinary Shares for an aggregate consideration (including brokerage commission) of approximately USD $691,992,419. The Cevian Funds funded these purchases out of their general working capital. The Ordinary Shares were purchased using British Pounds. For the purposes of this Schedule 13D, a conversion rate of USD $1.25180 for each GBP 1.00 was used. See rows (11) and (13) of the cover page to this Schedule 13D for the aggregate number of Ordinary Shares and percentages of the Ordinary Shares beneficially owned by the Reporting Person. The percentage reported in this Schedule 13D is calculated based upon 874,380,909 Ordinary Shares reported to be outstanding as of November 30, 2024 in the Issuer's Report of Foreign Private Issuer on Form 6-K filed with the Securities and Exchange Commission on December 2, 2024. See rows (7) through (10) of the cover page to this Schedule 13D for the number of Ordinary Shares as to which the Reporting Person has the sole power to vote or direct the vote and sole power to dispose or to direct the disposition. The transactions in the Ordinary Shares by the Reporting Person for the benefit of the Cevian Funds within the past sixty (60) days are set forth in Schedule B, and are incorporated herein by reference. No person other than the Cevian Funds and the Reporting Person is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such Ordinary Shares. Cevian Capital II GP Limited /s/ Norma O'Sullivan Norma O'Sullivan, Director 12/26/2024