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| CUSIP No. 79589L106 | | 13G | | Page 5 of 7 Pages |
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a) | | ☐ | | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
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(b) | | ☐ | | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
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(c) | | ☐ | | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
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(d) | | ☐ | | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
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(e) | | ☒ | | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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(f) | | ☐ | | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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(g) | | ☒ | | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
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(h) | | ☐ | | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) | | ☐ | | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
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(j) | | ☐ | | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); |
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(k) | | ☐ | | Group, in accordance with § 240.13d-1(b)(1)(ii)(K). |
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If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: |
Item 4. Ownership
(a) through (c)
The information set forth in Rows (5) through (11) of the cover pages to this Schedule 13G is incorporated herein by reference for each Reporting Person.
Dragoneer Investment Group, LLC (the “Dragoneer Adviser”) is a registered investment adviser under the Investment Advisers Act of 1940, as amended and acts as investment manager to certain affiliated funds that hold the shares of Class A Common Stock (the “Dragoneer Adviser shares”). As a result, Dragoneer Adviser may be deemed to share voting and dispositive power with respect to such Dragoneer Adviser shares. As the managing member of Dragoneer Adviser, Cardinal DIG CC, LLC may also be deemed to share voting and dispositive power with respect to the Dragoneer Adviser shares.
Squadron DF Holdings, LP is the direct holder of 5,424,513 Class B Common Shares. The Reporting Persons and Squadron DF Holdings, LP are subject to a limitation pursuant to which they may not convert Class B Common Shares to Class A Common Shares if such exercise would cause them to beneficially own Class A Common Shares in an amount exceeding 9.99% of the Class A Common Shares outstanding immediately after giving effect to such conversion. As a result, only 3,516,512 of the 5,424,513 Class B Common Shares held by Squadron DF Holdings, LP may currently be converted to Class A Common Shares within 60 days As general partner of Squadron DF Holdings, LP, Dragoneer CF GP, LLC, a Cayman Islands limited liability company, may also be deemed to beneficially own the shares of Class A Common Stock beneficially owned by Squadron DF Holdings, LP.
Marc Stad is the sole member of Cardinal DIG CC, LLC and Dragoneer CF GP, LLC. By virtue of these relationships, each of the Reporting Persons may be deemed to share beneficial ownership of the Class A Common Stock of the Issuer.
