UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

CAZOO GROUP LTD. 

(Name of Issuer)

Class A Ordinary Shares, par value $0.002 per share

(Title of Class of Securities)

G2007L204

(CUSIP Number)

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

June 23, 2023

(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. o

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 (“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 The percentages set forth herein are calculated based on (i) 38,660,416 Ordinary Shares outstanding as of May 12, 2023, as reported in the Issuer’s Form 6-K filed with the U.S. Securities and Exchange Commission on May 19, 2023, plus (ii) 500,000 Ordinary Shares that the Reporting Persons currently have the right to acquire within 60 days upon conversion of the Notes.

² The percentages set forth herein are calculated based on (i) 38,660,416 Ordinary Shares outstanding as of May 12, 2023, as reported in the Issuer’s Form 6-K filed with the U.S. Securities and Exchange Commission on May 19, 2023, plus (ii) 500,000 Ordinary Shares that the Reporting Persons currently have the right to acquire within 60 days upon conversion of the Notes.

³ The percentages set forth herein are calculated based on (i) 38,660,416 Ordinary Shares outstanding as of May 12, 2023, as reported in the Issuer’s Form 6-K filed with the U.S. Securities and Exchange Commission on May 19, 2023, plus (ii) 500,000 Ordinary Shares that the Reporting Persons currently have the right to acquire within 60 days upon conversion of the Notes.

⁴ The percentages set forth herein are calculated based on (i) 38,660,416 Ordinary Shares outstanding as of May 12, 2023, as reported in the Issuer’s Form 6-K filed with the U.S. Securities and Exchange Commission on May 19, 2023, plus (ii) 500,000 Ordinary Shares that the Reporting Persons currently have the right to acquire within 60 days upon conversion of the Notes.

⁵ The percentages set forth herein are calculated based on (i) 38,660,416 Ordinary Shares outstanding as of May 12, 2023, as reported in the Issuer’s Form 6-K filed with the U.S. Securities and Exchange Commission on May 19, 2023, plus (ii) 500,000 Ordinary Shares that the Reporting Persons currently have the right to acquire within 60 days upon conversion of the Notes.

⁶ The percentages set forth herein are calculated based on (i) 38,660,416 Ordinary Shares outstanding as of May 12, 2023, as reported in the Issuer’s Form 6-K filed with the U.S. Securities and Exchange Commission on May 19, 2023, plus (ii) 500,000 Ordinary Shares that the Reporting Persons currently have the right to acquire within 60 days upon conversion of the Notes.

⁷ The percentages set forth herein are calculated based on (i) 38,660,416 Ordinary Shares outstanding as of May 12, 2023, as reported in the Issuer’s Form 6-K filed with the U.S. Securities and Exchange Commission on May 19, 2023, plus (ii) 500,000 Ordinary Shares that the Reporting Persons currently have the right to acquire within 60 days upon conversion of the Notes.

⁸ The percentages set forth herein are calculated based on (i) 38,660,416 Ordinary Shares outstanding as of May 12, 2023, as reported in the Issuer’s Form 6-K filed with the U.S. Securities and Exchange Commission on May 19, 2023, plus (ii) 500,000 Ordinary Shares that the Reporting Persons currently have the right to acquire within 60 days upon conversion of the Notes.

⁹ The percentages set forth herein are calculated based on (i) 38,660,416 Ordinary Shares outstanding as of May 12, 2023, as reported in the Issuer’s Form 6-K filed with the U.S. Securities and Exchange Commission on May 19, 2023, plus (ii) 500,000 Ordinary Shares that the Reporting Persons currently have the right to acquire within 60 days upon conversion of the Notes.

¹⁰ The percentages set forth herein are calculated based on (i) 38,660,416 Ordinary Shares outstanding as of May 12, 2023, as reported in the Issuer’s Form 6-K filed with the U.S. Securities and Exchange Commission on May 19, 2023, plus (ii) 500,000 Ordinary Shares that the Reporting Persons currently have the right to acquire within 60 days upon conversion of the Notes.

¹¹ The percentages set forth herein are calculated based on (i) 38,660,416 Ordinary Shares outstanding as of May 12, 2023, as reported in the Issuer’s Form 6-K filed with the U.S. Securities and Exchange Commission on May 19, 2023, plus (ii) 500,000 Ordinary Shares that the Reporting Persons currently have the right to acquire within 60 days upon conversion of the Notes.

¹² The percentages set forth herein are calculated based on (i) 38,660,416 Ordinary Shares outstanding as of May 12, 2023, as reported in the Issuer’s Form 6-K filed with the U.S. Securities and Exchange Commission on May 19, 2023, plus (ii) 500,000 Ordinary Shares that the Reporting Persons currently have the right to acquire within 60 days upon conversion of the Notes.

Item 1.  Security and Issuer.

This Amendment No. 4 (“Amendment No. 4”) amends the statement on Schedule 13D filed with the Securities and Exchange Commission on March 27, 2023 as amended by Amendment No. 1 on April 27, 2023, Amendment No. 2 on May 16, 2023 and Amendment No. 3 on June 16, 2023. This Amendment No. 4 relates to Class A ordinary shares, par value $0.002 (the “Ordinary Shares”) of Cazoo Group Ltd., a Cayman Islands exempted company (the “Issuer”). The principal executive office of the Issuer is located at 41 Chalton Street, London, NW1 1JD, United Kingdom. Capitalized terms used herein but not defined herein have the meanings ascribed to them in the Schedule 13D filed with the Securities and Exchange Commission on March 27, 2023 as hereinafter amended.

This Amendment No. 4 is being filed pursuant to Rule 13d-1(k)(2) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on the basis that the Reporting Persons may be deemed to be part of a group for purposes of Section 13(d) of the Exchange Act with the parties to the Cooperation Agreement notwithstanding the fact that the Reporting Persons beneficially own, individually and in the aggregate, less than 5% of the Ordinary Shares.

The filing of this Amendment No. 4 shall not be deemed an admission that the Reporting Persons are members of a “group” for purposes of Section 13(d) of the Exchange Act, and the Reporting Persons expressly disclaim beneficial ownership of all Notes, Ordinary Shares and other securities held or otherwise beneficially owned by the other parties to the Cooperation Agreement.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

This Item 6 is hereby amended to include the following:

The Funds and the Issuer entered into a Confidentiality Agreement, dated as of June 23, 2023 (the “Confidentiality Agreement”), under which the Issuer may provide certain confidential information to the Funds in connection with one or more potential transactions, refinancings or restructurings involving the Notes. The Funds have agreed to keep confidential and not disclose any such confidential information provided to them by the Issuer under the Confidentiality Agreement, subject to customary exceptions and subject to the right of the Funds to disclose such confidential information to any Noteholder that has entered into a confidentiality agreement in form and substance satisfactory to the Issuer and the Issuer or its representatives has notified the Funds or its representatives of that fact (each, an “Approved NDA”); provided that, (i) in the case of Viking Global Equities Master Ltd and Viking Global Equities II LP (together “Viking”), Viking acknowledges that any confidential information shared by the Funds is subject to the terms of Viking’s separate Board Observer and Confidentiality Agreement dated as of February 16, 2022 between the Issuer and Viking, and (ii) in the case of other Noteholders, such Noteholders acknowledge that any confidential information shared by the Funds is subject to an Approved NDA. The Confidentiality Agreement shall terminate on the earlier of (a) one year from the date of the Confidentiality Agreement, (b) if mutually agreed in writing between the parties or (c) by the Issuer upon written notice to the Funds.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: June 30, 2023