UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
KING DIGITAL ENTERTAINMENT PLC
(Name of Issuer)
Ordinary Shares
(Title of Class of Securities)
G5258J109
(CUSIP Number)
December 31, 2014
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
| * | 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 the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for purposes 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).
13G
| CUSIP No. G5258J109 | Page 2 of 15 |
| 1. | Name of reporting persons:
Bellaria Holding S.a.r.l. | |||||
| 2. | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
| 3. | SEC use only
| |||||
| 4. | Citizenship or place of organization:
Luxembourg | |||||
Number of shares beneficially owned by each reporting person with | 5. | Sole voting power:
-0- | ||||
| 6. | Shared voting power:
140,962,567 | |||||
| 7. | Sole dispositive power:
-0- | |||||
| 8. | Shared dispositive power:
140,962,567 | |||||
| 9. | Aggregate amount beneficially owned by each reporting person:
140,962,567 | |||||
| 10. | Check box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| 11. | Percent of class represented by amount in Row (9):
43.8%1 | |||||
| 12. | Type of reporting person (see instructions):
OO | |||||
| 1 | The calculation of the foregoing percentage is based on 321,958,914 ordinary shares outstanding as of December 31, 2014, as disclosed in the Form 20-F of King Digital Entertainment Plc (the “Issuer”), filed with the Securities and Exchange Commission on February 13, 2015. |
13G
| CUSIP No. G5258J109 | Page 3 of 15 |
| 1. | Name of reporting persons:
Apax Europe VI-A, L.P. | |||||
| 2. | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
| 3. | SEC use only
| |||||
| 4. | Citizenship or place of organization:
England | |||||
Number of shares beneficially owned by each reporting person with | 5. | Sole voting power:
-0- | ||||
| 6. | Shared voting power:
140,962,567 | |||||
| 7. | Sole dispositive power:
-0- | |||||
| 8. | Shared dispositive power:
140,962,567 | |||||
| 9. | Aggregate amount beneficially owned by each reporting person:
140,962,567 | |||||
| 10. | Check box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| 11. | Percent of class represented by amount in Row (9):
43.8%1 | |||||
| 12. | Type of reporting person (see instructions):
PN | |||||
| 1 | The calculation of the foregoing percentage is based on 321,958,914 ordinary shares outstanding as of December 31, 2014, as disclosed in the Form 20-F of King Digital Entertainment Plc (the “Issuer”), filed with the Securities and Exchange Commission on February 13, 2015. |
13G
| CUSIP No. G5258J109 | Page 4 of 15 |
| 1. | Name of reporting persons:
Apax Europe VI-1, L.P. | |||||
| 2. | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
| 3. | SEC use only
| |||||
| 4. | Citizenship or place of organization:
England | |||||
Number of shares beneficially owned by each reporting person with | 5. | Sole voting power:
-0- | ||||
| 6. | Shared voting power:
140,962,567 | |||||
| 7. | Sole dispositive power:
-0- | |||||
| 8. | Shared dispositive power:
140,962,567 | |||||
| 9. | Aggregate amount beneficially owned by each reporting person:
140,962,567 | |||||
| 10. | Check box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| 11. | Percent of class represented by amount in Row (9):
43.8%1 | |||||
| 12. | Type of reporting person (see instructions):
PN | |||||
| 1 | The calculation of the foregoing percentage is based on 321,958,914 ordinary shares outstanding as of December 31, 2014, as disclosed in the Form 20-F of King Digital Entertainment Plc (the “Issuer”), filed with the Securities and Exchange Commission on February 13, 2015. |
13G
| CUSIP No. G5258J109 | Page 5 of 15 |
| 1. | Name of reporting persons:
Apax Europe VI GP L.P. Inc. | |||||
| 2. | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
| 3. | SEC use only
| |||||
| 4. | Citizenship or place of organization:
Guernsey | |||||
Number of shares beneficially owned by each reporting person with | 5. | Sole voting power:
-0- | ||||
| 6. | Shared voting power:
140,962,567 | |||||
| 7. | Sole dispositive power:
-0- | |||||
| 8. | Shared dispositive power:
140,962,567 | |||||
| 9. | Aggregate amount beneficially owned by each reporting person:
140,962,567 | |||||
| 10. | Check box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| 11. | Percent of class represented by amount in Row (9):
43.8%1 | |||||
| 12. | Type of reporting person (see instructions):
OO | |||||
| 1 | The calculation of the foregoing percentage is based on 321,958,914 ordinary shares outstanding as of December 31, 2014, as disclosed in the Form 20-F of King Digital Entertainment Plc (the “Issuer”), filed with the Securities and Exchange Commission on February 13, 2015. |
13G
| CUSIP No. G5258J109 | Page 6 of 15 |
| 1. | Name of reporting persons:
Apax Europe VI GP Co. Limited | |||||
| 2. | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
| 3. | SEC use only
| |||||
| 4. | Citizenship or place of organization:
Guernsey | |||||
Number of shares beneficially owned by each reporting person with | 5. | Sole voting power:
-0- | ||||
| 6. | Shared voting power:
140,962,567 | |||||
| 7. | Sole dispositive power:
-0- | |||||
| 8. | Shared dispositive power:
140,962,567 | |||||
| 9. | Aggregate amount beneficially owned by each reporting person:
3,017,298 | |||||
| 10. | Check box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| 11. | Percent of class represented by amount in Row (9):
43.8%1 | |||||
| 12. | Type of reporting person (see instructions):
OO | |||||
| 1 | The calculation of the foregoing percentage is based on 321,958,914 ordinary shares outstanding as of December 31, 2014, as disclosed in the Form 20-F of King Digital Entertainment Plc (the “Issuer”), filed with the Securities and Exchange Commission on February 13, 2015. |
13G
| CUSIP No. G5258J109 | Page 7 of 15 |
| 1. | Name of reporting persons:
Apax Guernsey (Holdco) PCC Limited | |||||
| 2. | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
| 3. | SEC use only
| |||||
| 4. | Citizenship or place of organization:
Guernsey | |||||
Number of shares beneficially owned by each reporting person with | 5. | Sole voting power:
-0- | ||||
| 6. | Shared voting power:
140,962,567 | |||||
| 7. | Sole dispositive power:
-0- | |||||
| 8. | Shared dispositive power:
140,962,567 | |||||
| 9. | Aggregate amount beneficially owned by each reporting person:
140,962,567 | |||||
| 10. | Check box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| 11. | Percent of class represented by amount in Row (9):
43.8%1 | |||||
| 12. | Type of reporting person (see instructions):
OO | |||||
| 1 | The calculation of the foregoing percentage is based on 321,958,914 ordinary shares outstanding as of December 31, 2014, as disclosed in the Form 20-F of King Digital Entertainment Plc (the “Issuer”), filed with the Securities and Exchange Commission on February 13, 2015. |
13G
CUSIP No. G5258J109
| Item 1(a). | Name of Issuer: |
King Digital Entertainment plc (the “Company”)
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
First Floor, Fitzwilton House, Wilton Place, Dublin 2, Ireland
| Item 2(a). | Name of Person Filing: |
| Item 2(b). | Address of Principal Business Office or, if none, Residence: |
| Item 2(c). | Citizenship: |
BELLARIA HOLDING S.A.R.L.
1-3 BOULEVARD DE LA FOIRE
LUXEMBOURG L-1528
PLACE OF ORGANIZATION: LUXEMBOURG
APAX EUROPE VI-A, L.P.
THIRD FLOOR ROYAL BANK PLACE
1 GLATEGNY ESPLANADE
ST. PETER PORT, GUERNSEY X0 GY1 2HJ
PLACE OF ORGANIZATION: ENGLAND
APAX EUROPE VI-1, L.P.
THIRD FLOOR ROYAL BANK PLACE
1 GLATEGNY ESPLANADE
ST. PETER PORT, GUERNSEY X0 GY1 2HJ
PLACE OF ORGANIZATION: ENGLAND
APAX EUROPE VI GP L.P. INC.
THIRD FLOOR ROYAL BANK PLACE
1 GLATEGNY ESPLANADE
ST. PETER PORT, GUERNSEY X0 GY1 2HJ
PLACE OF ORGANIZATION: GUERNSEY
APAX EUROPE VI GP CO. LIMITED
THIRD FLOOR ROYAL BANK PLACE
1 GLATEGNY ESPLANADE
ST. PETER PORT, GUERNSEY X0 GY1 2HJ
PLACE OF ORGANIZATION: GUERNSEY
APAX GUERNSEY (HOLDCO) PCC LIMITED
THIRD FLOOR, ROYAL BANK PLACE
1 GLATEGNY ESPLANADE
ST. PETER PORT, GUERNSEY X0 GY1 2HJ
PLACE OF ORGANIZATION: GUERNSEY
The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
Page 8 of 15
Bellaria Holding S.a.r.l. is owned by Apax WW Nominees Ltd., as nominee for Apax Europe VI-A, L.P. and Apax Europe VI-1, L.P. Apax Europe VI GP L.P. Inc. is the general partner of each of Apax Europe VI-A, L.P. and Apax Europe VI-1, L.P. Apax Europe VI GP Co. Limited is the general partner of Apax Europe VI GP L.P. Inc. Apax Europe VI GP Co. Limited is a wholly owned subsidiary of Apax Guernsey (Holdco) PCC Limited.
| Item 2(d). | Title of Class of Securities: |
Ordinary shares, par value $0.00008 per share (the “Ordinary Shares”)
| Item 2(e). | CUSIP Number: |
G5258J109
| Item 3. | If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
| Item 4. | Ownership. |
| (a) | Amount beneficially owned: |
As of the date hereof each of the Reporting Persons may be deemed to be the beneficial owner of the 140,962,567 Ordinary Shares held by Bellaria Holding S.a.r.l.
| (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 |
See Item 6 of each cover page.
| (iii) | Sole power to dispose or to direct the disposition of |
See Item 7 of each cover page.
| (iv) | Shared power to dispose or to direct the disposition of |
See Item 8 of each cover page.
| Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ¨.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
Not applicable.
Page 9 of 15
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certifications. |
Not applicable.
Page 10 of 15
13G
CUSIP No. G5258J109
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: February 13, 2015
| BELLARIA HOLDING S.A.R.L. | ||
| By: | /s/ Geoffrey Limpach | |
| Name: | Geoffrey Limpach | |
| Title: | Class A Manager | |
| By: | /s/ Francois Felten | |
| Name: | Francois Felten | |
| Title: | Class B Manager | |
| APAX EUROPE VI-A LP | ||
| By: | Apax Europe VI GP L.P. Inc., | |
| Its general partner | ||
| By: | Apax Europe VI GP Co. Limited, | |
| Its general partner | ||
| By: | /s/ A.W. Guille | |
| Name: | A.W. Guille | |
| Title: | Director | |
| APAX EUROPE VI-1 LP | ||
| By: | Apax Europe VI GP L.P. Inc., | |
| Its general partner | ||
| By: | Apax Europe VI GP Co. Limited, | |
| Its general partner | ||
| By: | /s/ A.W. Guille | |
| Name: | A.W. Guille | |
| Title: | Director | |
| APAX EUROPE VI GP L.P. INC. | ||
| By: | /s/ A.W. Guille | |
| Name: | A.W. Guille | |
| Title: | Director of General Partner | |
| APAX EUROPE VI GP CO. LIMITED | ||
| By: | /s/ A.W. Guille | |
| Name: | A.W. Guille | |
| Title: | Director | |
Page 11 of 15
| APAX GUERNSEY (HOLDCO) PCC LIMITED | ||
| By: | /s/ A.W. Guille | |
| Name: | A.W. Guille | |
| Title: | Director | |
Page 12 of 15
13G
CUSIP No. G5258J109
EXHIBIT LIST
Exhibit A Joint Filing Agreement, dated as of February 13, 2015, by and among the Reporting Persons.
Page 13 of 15
13G
CUSIP No. G5258J109 | Exhibit A |
JOINT FILING AGREEMENT
This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Ordinary Shares, par value $0.00008 per share, of King Digital Entertainment plc, is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Dated: February 13, 2015
| BELLARIA HOLDING S.A.R.L. | ||
| By: | /s/ Geoffrey Limpach | |
| Name: | Geoffrey Limpach | |
| Title: | Class A Manager | |
| By: | /s/ Francois Felten | |
| Name: | Francois Felten | |
| Title: | Class B Manager | |
| APAX EUROPE VI-A LP | ||
| By: | Apax Europe VI GP L.P. Inc., | |
| Its general partner | ||
| By: | Apax Europe VI GP Co. Limited, | |
| Its general partner | ||
| By: | /s/ A.W. Guille | |
| Name: | A.W. Guille | |
| Title: | Director | |
| APAX EUROPE VI-1 LP | ||
| By: | Apax Europe VI GP L.P. Inc., | |
| Its general partner | ||
| By: | Apax Europe VI GP Co. Limited, | |
| Its general partner | ||
| By: | /s/ A.W. Guille | |
| Name: | A.W. Guille | |
| Title: | Director | |
| APAX EUROPE VI GP L.P. INC. | ||
| By: | /s/ A.W. Guille | |
| Name: | A.W. Guille | |
| Title: | Director of General Partner | |
Page 14 of 15
| APAX EUROPE VI GP CO. LIMITED | ||
| By: | /s/ A.W. Guille | |
| Name: | A.W. Guille | |
| Title: | Director | |
| APAX GUERNSEY (HOLDCO) PCC LIMITED | ||
| By: | /s/ A.W. Guille | |
| Name: | A.W. Guille | |
| Title: | Director | |
Page 15 of 15
