| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
American Depositary Shares, or ADS each representing one common share |
| (b) | Name of Issuer:
VEON Ltd. |
| (c) | Address of Issuer's Principal Executive Offices:
INDEX TOWER (EAST TOWER), UNIT 1703, DUBAI (DIFC),
UNITED ARAB EMIRATES
, 00000. |
Item 1 Comment:
The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (the "Amendment No. 3"). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein. |
| Item 2. | Identity and Background |
|
| (a) | (i) Shah Capital Management, Inc. ("Shah Capital"), a North Carolina corporation, who serves as the investment adviser to Shah Opportunity (as defined below);
(ii) Shah Capital Fund LLC ("Shah Fund"), a Delaware limited liability company; and
(iii) Himanshu H. Shah ("Mr. Shah"), who serves as President and Chief Investment Officer of Shah Capital.
Shah Capital, Shah Fund and Mr. Shah are referred to collectively as the "Reporting Persons." |
| (b) | The address of the principal business and principal office of each of the Reporting Persons is:
2301 Sugar Bush Road, Suite 510
Raleigh, North Carolina 27612 |
| (c) | The principal business of each of Shah Capital and Shah Fund is investing in securities.
The principal occupation of Mr. Shah is serving as the President and Chief Investment Officer of Shah Capital. |
| (d) | During the past five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the past 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 such person 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. |
| (f) | Shah Capital is North Carolina corporation.
Shah Fund is a Delaware limited liability company.
Mr. Shah is a citizen of the United States of America. |
| Item 4. | Purpose of Transaction |
| | Effective as of October 16, 2026, Shah Capital filed a Form ADV-W to voluntarily withdraw its registration as an investment adviser with the U.S. Securities and Exchange Commission. Consequently, Shah Capital no longer operates as a registered investment adviser, and the Reporting Persons have updated their regulatory status accordingly.
As a result, the Reporting Persons no longer hold the shares with a purpose of influencing control and intend to report on Schedule 13G going forward.
The Reporting Persons completed a restructuring of their investment management activities in connection with the formation of a family office. Himanshu Shah Family Office LLC has been established to manage the investments and financial affairs of Himanshu Shah's family which was previously managed by Shah Capital Management. As part of this restructuring, Shah Capital Management voluntarily withdrew its registration as an investment adviser with the U.S. Securities and Exchange Commission on October 16, 2026.
In connection with the foregoing, Shah Capital Fund LLC has been formed and has became part of this family office structure. The securities reported herein may be held directly or indirectly through Shah Capital Fund LLC. The formation of Himanshu Shah Family Office LLC and the inclusion of Shah Capital Fund LLC therein were undertaken for organizational, administrative and investment management purposes and resulted in material change in the ultimate beneficial ownership of the securities reported herein, as disclosed in this Schedule 13D.
The Reporting Persons may from time to time review and modify the organizational structure of their investment holdings and affiliated entities. Except as described herein, the Reporting Persons have no present plans or proposals that would result in any of the actions specified in Item 4 of Schedule 13D. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Items 5(a)-(c) are hereby amended and restated to read as follows:
The aggregate percentage of the shares of ADS reported owned by each person named herein is based upon 68.8M shares outstanding.
(i) - Shah Capital Management
4,575,667; 6.65%
(ii) - Shah Capital Fund LLC
2,790,960; 4.06%
(iii) - Himanshu H. Shah
4,620,275; 6.72% |
| (b) | (i) - Shah Capital Management
Sole Voting Power - 0
Shared Voting Power - 4,575,667
Sole Dispositive Power - 0
Shared Dispositive Power - 4,575,667
(ii) - Shah Capital Fund LLC
Sole Voting Power - 0
Shared Voting Power - 2,790,960
Sole Dispositive Power - 0
Shared Dispositive Power - 2,790,960
(iii) - Himanshu H. Shah
Sole Voting Power - 44,608
Shared Voting Power - 4,575,667
Sole Dispositive Power - 44,608
Shared Dispositive Power - 4,575,667
As of the date hereof, Shah Fund directly beneficially owns 2,790,960 shares of ADS. As the investment manager of Shah Fund and the Shah Managed Accounts, Shah Capital Management may be deemed to beneficially own 4,575,667 shares of ADS beneficially owned in the aggregate by Shah Fund and held in the Shah Managed Accounts. As of the date hereof, Mr. Shah directly beneficially owns 44,608 shares of ADS, which are held in the Mr. Shah Managed Account. As the President and Chief Investment Officer of Shah Capital Management, Mr. Shah may be deemed to beneficially own the 4,575,667 shares of ADS beneficially owned in the aggregate by Shah Fund and held in the Shah Managed Accounts, which in addition to the 44,608 shares of ADS he beneficially owns directly, constitutes an aggregate of 4,620,275 shares of ADS that Mr. Shah may be deemed to beneficially own. |
| (c) | Not Applicable. |
| (d) | No other person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of no par value covered by this Statement. |
| (e) | Not Applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | Other than as described in this Statement, to the knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons or between the Reporting Persons and any other persons with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. |
