Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13G
(Rule13d-102)
Information to be Included in Statements Filed Pursuant
to §240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to §240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
Spotify Technology S.A.
(Name of Issuer)
Ordinary Shares
(Title of Class of Securities)
L8681T102
(CUSIP Number)
December 31, 2018
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule13d-1(b) |
| ☐ | Rule13d-1(c) |
| ☒ | Rule13d-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 the purpose 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).
SCHEDULE 13G
| CUSIP No. L8681T102 | Page 1 of 8 |
| 1 | Names of Reporting Persons
Daniel Ek | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Sweden | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
254,640 | ||||
| 6 | Shared Voting Power
36,572,754 | |||||
| 7 | Sole Dispositive Power
254,640 | |||||
| 8 | Shared Dispositive Power
36,572,754 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
36,827,394 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
19.8% | |||||
| 12 | Type of Reporting Person
IN | |||||
SCHEDULE 13G
| CUSIP No. L8681T102 | Page 2 of 8 |
| 1 | Names of Reporting Persons
D.G.E. Holding Limited | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Republic of Cyprus | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
36,572,754 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
36,572,754 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
36,572,754 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
19.7% | |||||
| 12 | Type of Reporting Person
CO | |||||
SCHEDULE 13G
| CUSIP No. L8681T102 | Page 3 of 8 |
| 1 | Names of Reporting Persons
D.G.E. Investments Limited | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Republic of Cyprus | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
36,572,754 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
36,572,754 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
36,572,754 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9)
19.7% | |||||
| 12 | Type of Reporting Person
CO | |||||
SCHEDULE 13G
| CUSIP No. L8681T102 | Page 4 of 8 |
| ITEM 1. | (a) Name of Issuer: |
Spotify Technology S.A. (the “Issuer”)
(b) Address of Issuer’s Principal Executive Offices: |
42-44, avenue de la Gare
L-1610 Luxembourg
Grand Duchy of Luxembourg
| ITEM 2. | (a) Name of Person Filing: |
Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:
Daniel Ek
D.G.E. Holding Limited (“D.G.E. Holding”)
D.G.E. Investments Limited (“D.G.E. Investments”)
(b) Address or Principal Business Office: |
The business address for Daniel Ek is c/o Spotify AB Regeringsgatan 19, 111 53 Stockholm, Sweden and for both D.G.E. Holding and D.G.E. Investments is Office 101, Omega Business Center, 18 Stratigou Temagia Avenue, 6047 Larnaca, Cyprus.
(c) Citizenship of each Reporting Person is: |
Daniel Ek is a citizen of Sweden and both D.G.E. Holding and D.G.E. Investments are organized under the laws of the Republic of Cyprus.
(d) Title of Class of Securities: |
Ordinary Shares, €0.000625 par value per share (“Ordinary Shares”).
(e) CUSIP Number: |
L8681T102
| ITEM 3. |
Not applicable.
| ITEM 4. | Ownership. |
(a-c) |
SCHEDULE 13G
| CUSIP No. L8681T102 | Page 5 of 8 |
The following sets forth, as of the date of this Schedule 13G, the aggregate number and percentage of Ordinary Shares beneficially owned by the Reporting Persons, as well as the number of Ordinary Shares as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 180,902,281 Ordinary Shares outstanding as of December 31, 2018.
Reporting Person | Amount beneficially owned | Percent of class: | Sole power to vote or to direct the vote: | Shared power to vote or to direct the vote: | Sole power to dispose or to direct the disposition of: | Shared power to dispose or to direct the disposition of: | ||||||||||||||||||
Daniel Ek | 36,827,394 | 19.8 | % | 254,640 | 36,572,754 | 254,640 | 36,572,754 | |||||||||||||||||
D.G.E. Holding Limited | 36,572,754 | 19.7 | % | 0 | 36,572,754 | 0 | 36,572,754 | |||||||||||||||||
D.G.E. Investments Limited | 36,572,754 | 19.7 | % | 0 | 36,572,754 | 0 | 36,572,754 | |||||||||||||||||
D.G.E. Investments is the record holder of 15,192,394 Ordinary Shares and warrants to purchase 4,800,000 Ordinary Shares that may be exercised within 60 days of December 31, 2018. D.G.E. Investments also has an irrevocable proxy with respect to 4,276,200 Ordinary Shares held of record by Tencent Music Entertainment Hong Kong Limited, 9,076,240 Ordinary Shares held of record by Tencent Image Frame Investment (HK) Limited, and 3,227,920 Ordinary Shares held of record by Tencent Mobility Limited, and therefore may be deemed to share beneficial ownership of such Ordinary Shares. D.G.E. Holding is the sole shareholder of D.G.E. Investments, and Daniel Ek is the sole shareholder of D.G.E. Holding. As a result, each of D.G.E. Holding and Mr. Ek may be deemed to share beneficial ownership of the Ordinary Shares beneficially owned by D.G.E. Investments.
In addition, Mr. Ek beneficially owns 254,640 Ordinary Shares underlying stock options that are currently exercisable or will become exercisable within 60 days of December 31, 2018.
| ITEM 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| 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. |
Not applicable.
SCHEDULE 13G
| CUSIP No. L8681T102 | Page 6 of 8 |
| ITEM 8. | Identification and Classification of Members of the Group. |
Not applicable.
| ITEM 9. | Notice of Dissolution of Group. |
Not applicable.
| ITEM 10. | Certification. |
Not applicable.
SCHEDULE 13G
| CUSIP No. L8681T102 | Page 7 of 8 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 12, 2019
| /s/ Daniel Ek | ||
| Daniel Ek | ||
| D.G.E. Holding Limited | ||
| By: | /s/ Katarina Lif Burren | |
Name: Title | Katarina Lif Burren Director 1 | |
| By: | /s/ Sara Gunnervik | |
Name: Title | Sara Gunnervik Director 2 | |
D.G.E. Investments Limited | ||
| By: | /s/ Katarina Lif Burren | |
Name: Title | Katarina Lif Burren Director 1 | |
| By: | /s/ Sara Gunnervik | |
Name: Title | Sara Gunnervik Director 2 | |
SCHEDULE 13G
| CUSIP No. L8681T102 | Page 8 of 8 |
LIST OF EXHIBITS
Exhibit No. | Description | |
| 99 | Joint Filing Agreement. | |
