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SC 13G/A Filing
Shopify (SHOP) SC 13G/AShopify Inc.
Filed: 13 Feb 19, 4:20pm
SHOPIFY INC. |
(Name of Issuer) |
CLASS A SUBORDINATE VOTING SHARES |
(Title and Class of Securities) |
82509L107 |
(CUSIP Number) |
DECEMBER 31, 2018 |
(Date of Event which Requires Filing of this Statement) |
CUSIP No. 82509L107 | Schedule 13G/A | |
1 | NAME OF REPORTING PERSON TOBIAS LÜTKE | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ | |
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 1,212,350 (1) | |
6 SHARED VOTING POWER 7,289,875 (2) | ||
7 SOLE DISPOSITIVE POWER 1,212,350 (1) | ||
8 SHARED DISPOSITIVE POWER 7,289,875 (2) | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,502,225 (1)(2) | |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.0% (3) | |
12 | TYPE OF REPORTING PERSON IN |
(1) | Consists of 758,629 Class B multiple voting shares beneficially owned by Tobias Lütke, 37,591 Class A subordinate voting shares which Tobias Lütke has the right to acquire within 60 days after December 31, 2018 upon the exercise of stock options, 12,782 Class A subordinate voting shares which Tobias Lütke has the right to acquire within 60 days after December 31, 2018 upon the exercise of restricted share units, and 403,348 Class B multiple voting shares which Tobias Lütke has the right to acquire within 60 days after December 31, 2018 upon the exercise of stock options. 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 190,000 Class A subordinate voting shares held by 7910240 Canada Inc., which Tobias Lütke is deemed to beneficially own, and 7,099,875 Class B multiple voting shares held by 7910240 Canada Inc., which Tobias Lütke is deemed to beneficially own. 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 98,081,889 Class A subordinate voting shares outstanding as of December 31, 2018 and the aggregate number of Class A subordinate voting shares that Tobias Lütke may acquire within 60 days of December 31, 2018 through the conversion of Class B multiple voting shares, the exercise of restricted share units exercisable into Class A subordinate shares, or the exercise of stock options exercisable into Class A subordinate voting shares or Class B multiple voting shares (which may in turn be converted into Class A Subordinate voting shares). |
CUSIP No. 82509L107 | Schedule 13G/A | |
1 | NAME OF REPORTING PERSON 7910240 Canada Inc. | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ | |
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 7,289,875 (1) | ||
7 SOLE DISPOSITIVE POWER | ||
8 SHARED DISPOSITIVE POWER 7,289,875 (1) | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,289,875 (1) | |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.9% (2) | |
12 | TYPE OF REPORTING PERSON CO |
(1) | Consists of 190,000 Class A subordinate voting shares and 7,099,875 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 98,081,889 Class A subordinate voting shares outstanding as of December 31, 2018 and the aggregate number of Class B multiple voting shares held by 7910240 Canada Inc. |
CUSIP No. 82509L107 | Schedule 13G/A | |
(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/A (this "Statement") are: |
(b) | The principal business office for each of the Reporting Persons is |
(c) | Citizenship: |
(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/A | |
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: |
(ii) | Shared power to vote or to direct the vote of shares: |
(iii) | Sole power to dispose or to direct the disposition of shares: |
(iv) | Shared power to dispose or to direct the disposition of shares: |
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/A | |
Item 8. | Identification and Classification of Members of a Group. |
Item 9. | Notice of Dissolution of Group. |
Item 10. | Certifications |
CUSIP No. 82509L107 | Schedule 13G/A | |
TOBIAS LÜTKE | ||||
/s/ Tobias Lütke | ||||
7910240 CANADA INC. | ||||
By: | /s/ Tobias Lütke | |||
Name: | Tobias Lütke | |||
Title: | Director |
CUSIP No. 82509L107 | Schedule 13G/A | |
Exhibit 1 | Joint Filing Agreement, dated February 13, 2019, by and among Tobias Lütke and 7910240 Canada Inc. |