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SCHEDULE 13D/A 0001193125-24-267221 0002044245 XXXXXXXX LIVE 2 Common Stock, $0.001 par value 05/09/2025 false 0001740332 76118Y104 Resideo Technologies, Inc. 901 E 6TH STREET AUSTIN TX 78702 Rima Simson (212) 407-5227 c/o Clayton, Dubilier & Rice, LLC 550 Madison Avenue, 32nd Floor New York NY 10022 Uri Herzberg (212) 909-6000 Debevoise & Plimpton LLP 66 Hudson Blvd E New York NY 10001 0002044245 N CD&R Channel Holdings II, L.P. OO N E9 0.00 24272331.00 0.00 24272331.00 24272331.00 N 14.5 PN The reported securities represent (i) 18,517,830 shares of common stock, par value $0.001 per share (the "Common Stock"), that are issuable upon the conversion (based on an initial conversion price of $26.92), at the option of the holder, of 498,500 shares of Series A Cumulative Convertible Participating Preferred Stock (the "Preferred Stock") beneficially owned by such Reporting Person and (ii) 5,754,501 shares of Common Stock directly held by such Reporting Person. All percentages are calculated using a fraction, the numerator of which is the total number of shares of Common Stock set forth above and the denominator of which is 167,021,364, which is equal to the sum of 148,503,534 shares of Common Stock outstanding as of April 28, 2025, as reported in the Issuer's Form 10-Q, filed May 6, 2025, plus the number of shares of Common Stock issuable upon conversion of the Preferred Stock beneficially owned by such Reporting Person. 0002021816 N CD&R Channel Holdings, L.P. OO N E9 0.00 18517830.00 0.00 18517830.00 18517830.00 N 11.1 PN The reported securities represent 18,517,830 shares of Common Stock that are issuable upon the conversion (based on an initial conversion price of $26.92), at the option of the holder, of 498,500 shares of Preferred Stock beneficially owned by such Reporting Person. All percentages are calculated using a fraction, the numerator of which is the total number of shares of Common Stock set forth above and the denominator of which is 167,021,364, which is equal to the sum of 148,503,534 shares of Common Stock outstanding as of April 28, 2025, as reported in the Issuer's Form 10-Q, filed May 6, 2025, plus the number of shares of Common Stock issuable upon conversion of the Preferred Stock beneficially owned by such Reporting Person. 0002022047 N CD&R Investment Associates XII, Ltd. OO N E9 0.00 24272331.00 0.00 24272331.00 24272331.00 N 14.5 CO The reported securities represent (i) 18,517,830 shares of Common Stock that are issuable upon the conversion (based on an initial conversion price of $26.92), at the option of the holder, of 498,500 shares of Preferred Stock beneficially owned by such Reporting Person and (ii) 5,754,501 shares of Common Stock directly held by CD&R Channel Holdings II, L.P. ("CD&R Holdings II"). All percentages are calculated using a fraction, the numerator of which is the total number of shares of Common Stock set forth above and the denominator of which is 167,021,364, which is equal to the sum of 148,503,534 shares of Common Stock outstanding as of April 28, 2025, as reported in the Issuer's Form 10-Q, filed May 6, 2025, plus the number of shares of Common Stock issuable upon conversion of the Preferred Stock beneficially owned by such Reporting Person. 0002023588 N CD&R Associates XII, L.P. OO N E9 0.00 24272331.00 0.00 24272331.00 24272331.00 N 14.5 PN The reported securities represent (i) 18,517,830 shares of Common Stock that are issuable upon the conversion (based on an initial conversion price of $26.92), at the option of the holder, of 498,500 shares of Preferred Stock beneficially owned by such Reporting Person and (ii) 5,754,501 shares of Common Stock directly held by CD&R Holdings II. All percentages are calculated using a fraction, the numerator of which is the total number of shares of Common Stock set forth above and the denominator of which is 167,021,364, which is equal to the sum of 148,503,534 shares of Common Stock outstanding as of April 28, 2025, as reported in the Issuer's Form 10-Q, filed May 6, 2025, plus the number of shares of Common Stock issuable upon conversion of the Preferred Stock beneficially owned by such Reporting Person. Common Stock, $0.001 par value Resideo Technologies, Inc. 901 E 6TH STREET AUSTIN TX 78702 This Amendment No. 2 amends the Statement on Schedule 13D initially filed on June 24, 2024 with the Securities and Exchange Commission and amended on November 27, 2024 (as amended, the "Schedule 13D") by (i) CD&R Channel Holdings, L.P., a Cayman Islands exempted limited partnership ("CD&R Holdings"), (ii) CD&R Holdings II, (iii) CD&R Investment Associates XII, Ltd., a Cayman Islands exempted company ("CD&R Investment Associates"), and (iv) CD&R Associates XII, L.P., a Cayman Islands exempted limited partnership ("CD&R Associates" and, together with CD&R Holdings, CD&R Holdings II and CD&R Investment Associates, collectively the "Reporting Persons"). Item 2 of the Schedule 13D is hereby amended in its entirety to read as follows. This Schedule 13D is filed jointly on behalf of (i) CD&R Holdings II, (ii) CD&R Holdings, (iii) CD&R Investment Associates and (iv) CD&R Associates. CD&R Holdings is wholly owned by CD&R Holdings II. CD&R Investment Associates is the general partner of CD&R Holdings II and CD&R Associates. The Reporting Persons have entered into a Joint Filing Agreement, dated as of November 27, 2024, a copy of which is filed with the Schedule 13D as Exhibit 99.7. The address for each of the Reporting Persons is c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, South Church Street, George Town, Grand Cayman, KY1-1104, Cayman Islands, British West Indies. To the knowledge of the Reporting Persons, the name, business address, citizenship, and principal occupation or employment of each director and officer of each of the Reporting Persons, and any other information concerning the Reporting Persons and other persons and entities as to which such information is required to be disclosed in response to General Instruction C to Schedule 13D are set forth in Schedule A included as Exhibit 99.10 to the Schedule 13D and incorporated herein by this reference. During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last 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, 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. CD&R Holdings II, CD&R Holdings, CD&R Investment Associates and CD&R Associates are organized under the laws of the Cayman Islands. Item 3 of the Schedule 13D is hereby amended and supplemented by inserting the following at the end thereof. On May 9, 2025, CD&R Holdings II acquired from UBS AG, London Branch ("UBS"), represented by UBS Securities LLC as its agent, 5,754,501 shares of Common Stock for a total acquisition price of $99,999,992.03, pursuant to a previously disclosed agreement with UBS dated as of November 27, 2024 (the "Master Confirmation Agreement"). CD&R Holdings II funded the acquisition with one or more of the Reporting Persons' or their respective affiliates' cash on hand from capital contributions from its partners and cash dividends received in respect of the Preferred Stock. Item 5 of the Schedule 13D is hereby amended in its entirety to read as follows. (i) (1) CD&R Holdings is the beneficial owner of 18,517,830 shares of Common Stock on an as-converted basis (based on an initial conversion price of the Preferred Stock of $26.92), which are issuable upon conversion, at the option of the holder, of 498,500 shares of the Preferred Stock that are held directly by CD&R Holdings, and (2) CD&R Holdings II directly holds 5,754,501 shares of Common Stock. Taking into account such securities, CD&R Holdings beneficially owns 11.1% of the outstanding shares of Common Stock and CD&R Holdings II, CD&R Investment Associates and CD&R Associates beneficially own 14.5% of the outstanding shares of Common Stock, based on (x) the initial conversion price of the Preferred Stock of $26.92 and (y) 148,503,534 shares of Common Stock outstanding as of April 28, 2025, as reported in the Issuer's Form 10-Q, filed May 6, 2025. (ii) CD&R Holdings II and CD&R Investment Associates may be deemed to beneficially own the 18,517,830 shares of Common Stock issuable upon conversion of the 498,500 shares of Preferred Stock that are held directly by CD&R Holdings because CD&R Holdings is wholly owned by CD&R Holdings II and CD&R Investment Associates is the general partner of CD&R Holdings II, but each of CD&R Holdings II and CD&R Investment Associates expressly disclaims such beneficial ownership. CD&R Investment Associates may be deemed to beneficially own the 5,754,501 shares of Common Stock that are held directly by CD&R Holdings II because CD&R Investment Associates is the general partner of CD&R Holdings II, but CD&R Investment Associates expressly disclaims such beneficial ownership. Investment and voting decisions with respect to the reported securities are made by majority vote of an investment committee of limited partners of CD&R Associates that consists of more than ten individuals, each of whom is also an investment professional of Clayton, Dubilier & Rice, LLC (the "Investment Committee"). All members of the Investment Committee expressly disclaim beneficial ownership of the reported securities. (iii) CD&R Investment Associates is managed by a two-person board of directors. Donald J. Gogel and Nathan K. Sleeper, as the directors of CD&R Investment Associates, may be deemed to share beneficial ownership of the reported securities. Such persons expressly disclaim such beneficial ownership. In addition to the description set forth above in Item 5(a), see the cover pages of this Schedule 13D for a description of the respective voting powers and disposition powers of the Reporting Persons. The responses set forth in Items 4 and 6 are incorporated by reference in their entirety. The 5,754,501 shares of Common Stock acquired by CD&R Holdings II on May 9, 2025 pursuant to the Master Confirmation Agreement were acquired at a price per share equal to $17.3777. Except for the foregoing or as otherwise set forth herein, each of the Reporting Persons reports that neither it, nor to its knowledge, any other person named in Item 2 of the Schedule 13D, has effected any transactions in Common Stock or Preferred Stock during the past 60 days. Except as otherwise described in Item 2 and this Item 5, no one other than the Reporting Persons has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, any of the securities of the Issuer beneficially owned by the Reporting Persons as described in this Item 5. Not applicable. 99.7 Joint Filing Agreement (https://www.sec.gov/Archives/edgar/data/1740332/000119312524267221/d840516dex997.htm) 99.10 Schedule A CD&R Channel Holdings II, L.P. /s/ Rima Simson Rima Simson/Vice President, Treasurer and Secretary of CD&R Investment Associates XII, Ltd., its general partner 05/09/2025 CD&R Channel Holdings, L.P. /s/ Rima Simson Rima Simson/Director of CD&R Channel Holdings II GP, Ltd., its general partner 05/09/2025 CD&R Investment Associates XII, Ltd. /s/ Rima Simson Rima Simson/Vice President, Treasurer and Secretary 05/09/2025 CD&R Associates XII, L.P. /s/ Rima Simson Rima Simson/Vice President, Treasurer and Secretary of CD&R Investment Associates XII, Ltd., its general partner 05/09/2025