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SC 13G Filing
Shopify (SHOP) SC 13GShopify Inc.
Filed: 17 Feb 16, 12:00am
SHOPIFY INC. |
(Name of Issuer) |
CLASS A SUBORDINATE VOTING SHARES |
(Title and Class of Securities) |
82509L107 |
(CUSIP Number) |
DECEMBER 31, 2015 |
(Date of Event which Requires Filing of this Statement) |
CUSIP No. 82509L107 | Schedule 13G | |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) TOBIAS LÜTKE | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o | |
3 | SEC USE ONLY | |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION CANADIAN |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 SOLE VOTING POWER 1,380,981 (1) | |
6 SHARED VOTING POWER 8,968,500 (2) | ||
7 SOLE DISPOSITIVE POWER 1,380,981 (1) | ||
8 SHARED DISPOSITIVE POWER 8,968,500 (2) | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,349,481 (1)(2) | |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o | |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 18.2% (3) | |
12 | TYPE OF REPORTING PERSON IN |
(1) | Consists of (i) 479,500 Class A subordinate voting shares beneficially owned by Tobias Lütke and (ii) 901,481 stock options that are exercisable into Class B multiple voting shares within 60 days after December 31, 2015. Each Class B multiple voting share is convertible at the holder's option at any time into one Class A subordinate voting share. |
(2) | Consists of (i) 216,000 Class A subordinate voting shares and 8,489,000 Class B multiple voting shares held by 7910240 Canada Inc., which Tobias Lütke is deemed to beneficially own, and (ii) 263,500 Class A subordinate voting shares held in trust by the Tobias Lütke Family, for which Tobias Lütke serves as trustee. Each Class B multiple voting share is convertible at the holder's option at any time into one Class A subordinate voting share. |
(3) | Based on 56,877,089 Class A subordinate voting shares outstanding as of December 31, 2015 and the aggregate number of Class B multiple voting shares and stock options exercisable into Class B multiple voting shares within 60 days after December 31, 2015 beneficially owned by Tobias Lütke, which are included only for purposes of computing the percentage ownership of the Reporting Person. |
CUSIP No. 82509L107 | Schedule 13G | |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 7910240 Canada Inc. | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o | |
3 | SEC USE ONLY | |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION CANADA |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 SOLE VOTING POWER | |
6 SHARED VOTING POWER 8,705,000 (1) | ||
7 SOLE DISPOSITIVE POWER | ||
8 SHARED DISPOSITIVE POWER 8,705,000 (1) | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,705,000 (1) | |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o | |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 15.3% (2) | |
12 | TYPE OF REPORTING PERSON CO |
(1) | Consists of 216,000 Class A subordinate voting shares and 8,489,000 Class B multiple voting shares, in each case held by 7910240 Canada Inc. Tobias Lütke owns all equity interests in 7910240 Canada Inc. Each Class B multiple voting share is convertible at the holder's option at any time into one Class A subordinate voting share. |
(2) | Based on 56,877,089 Class A subordinate voting shares outstanding as of December 31, 2015 and the aggregate number of Class B multiple voting shares held by 7910240 Canada Inc., which are included only for purposes of computing the percentage ownership of the Reporting Person. |
CUSIP No. 82509L107 | Schedule 13G | |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) TOBIAS LÜTKE FAMILY TRUST | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o | |
3 | SEC USE ONLY | |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION CANADA |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 SOLE VOTING POWER | |
6 SHARED VOTING POWER 263,500 (1) | ||
7 SOLE DISPOSITIVE POWER | ||
8 SHARED DISPOSITIVE POWER 263,500 (1) | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 263,500 (1) | |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o | |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.5% (2) | |
12 | TYPE OF REPORTING PERSON OO |
(1) | Consists of 263,500 Class A subordinate voting shares held in trust by the Tobias Lütke Family Trust, for which Tobias Lütke serves as trustee. |
(2) | Based on 56,877,089 Class A subordinate voting shares outstanding as of December 31, 2015. |
CUSIP No. 82509L107 | Schedule 13G | |
(a) | The name of the issuer is Shopify Inc. (the "Issuer"). | |
(b) | The Issuer's principal executive offices are located at: |
(a) | The names of the persons (collectively, the "Reporting Persons") filing this Schedule 13G (this "Statement") are: | ||
Tobias Lütke | |||
7910240 Canada Inc. | |||
Tobias Lütke Family Trust | |||
(b) | The principal business office for each of the Reporting Persons is | ||
150 ELGIN STREET, 8TH FLOOR, OTTAWA, ON, CA, K2P 1L4 | |||
(c) | Citizenship: | ||
CANADIAN | |||
(d) | This Statement relates to the Class A subordinate voting shares of the Issuer. | ||
(e) | The CUSIP Number of the Class A subordinate voting shares is 82509L107. |
Item 3. | Filing Category. |
CUSIP No. 82509L107 | Schedule 13G | |
Item 4. | Ownership. |
(a) | Amount beneficially owned: See Item 9 of each cover page. |
(b) | Percent of Class: See Item 11 of each cover page. |
(c) | Number of shares as to which such person has: |
(i) | Sole power to vote or to direct the vote: |
See Item 5 of each cover page. |
(ii) | Shared power to vote or to direct the vote of shares: |
See Item 6 of each cover page. |
(iii) | Sole power to dispose or to direct the disposition of shares: |
See Item 7 of each cover page. |
(iv) | Shared power to dispose or to direct the disposition of shares: |
See Item 8 of each cover page. |
Item 5. | Ownership of 5 Percent or Less of a Class. |
Item 6. | Ownership of More than 5 Percent on Behalf of Another Person. |
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
CUSIP No. 82509L107 | Schedule 13G | |
Item 8. | Identification and Classification of Members of a Group. |
Item 9. | Notice of Dissolution of Group. |
Item 10. | Certifications |
TOBIAS LÜTKE | ||||
/s/ Tobias Lütke | ||||
7910240 CANADA INC. | |||||
By: | /s/ Tobias Lütke | ||||
Name: Title: | Tobias Lütke Director | ||||
TOBIAS LÜTKE FAMILY TRUST | |||||
By: | /s/ Tobias Lütke | ||||
Name: Title: | Tobias Lütke Trustee |