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).
| CUSIP No. L8681T102 | Schedule 13G | Page 1 of 8 |
| 1 | Names of Reporting Persons
Martin Lorentzon | |||||
| 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
1,606 | ||||
| 6 | Shared Voting Power
23,206,170 | |||||
| 7 | Sole Dispositive Power
1,606 | |||||
| 8 | Shared Dispositive Power
23,206,170 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
23,207,776 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
12.7% | |||||
| 12 | Type of Reporting Person
IN | |||||
| CUSIP No. L8681T102 | Schedule 13G | Page 2 of 8 |
| 1 | Names of Reporting Persons
Amaltea S.à r.l | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 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
23,206,170 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
23,206,170 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
23,206,170 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
12.7% | |||||
| 12 | Type of Reporting Person
OO (Luxembourg Limited Liability Company) | |||||
| CUSIP No. L8681T102 | Schedule 13G | Page 3 of 8 |
| 1 | Names of Reporting Persons
Rosello Company 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
23,206,170 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
23,206,170 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
23,206,170 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
12.7% | |||||
| 12 | Type of Reporting Person
CO | |||||
| CUSIP No. L8681T102 | Schedule 13G | 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:
Martin Lorentzon
Amaltea S.à r.l. (“Amaltea”)
Rosello Company Limited (“Rosello”)
(b) Address or Principal Business Office: |
The business address for Martin Lorentzon is42-44, avenue de la Gare,L-1610 Luxembourg, Grand Duchy of Luxembourg, for Amaltea is 18 rue de l’Eau, 1449 Luxembourg and for Rosello is 22 Stasikratous Street, Office 001, 1065 Nicosia, Cyprus.
(c) Citizenship of each Reporting Person is: |
Martin Lorentzon is a citizen of Sweden, Amaltea is organized under the laws of Luxembourg and Rosello is 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.
| CUSIP No. L8681T102 | Schedule 13G | Page 5 of 8 |
| ITEM 4. | Ownership. |
(a-c) |
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 180,856,081 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 of: | Shared power to dispose or to direct the disposition of: | ||||||||||||||||||
Martin Lorentzon | 23,207,776 | 12.7 | % | 1,606 | 23,206,170 | 1,606 | 23,206,170 | |||||||||||||||||
Amaltea S.à r.l. | 23,206,170 | 12.7 | % | 0 | 23,206,170 | 0 | 23,206,170 | |||||||||||||||||
Rosello Company Limited | 23,206,170 | 12.7 | % | 0 | 23,206,170 | 0 | 23,206,170 | |||||||||||||||||
Rosello holds 21,286,170 Ordinary Shares and warrants to purchase 1,920,000 Ordinary Shares that may be exercised on or before March 1, 2019. Amaltea is the sole shareholder of Rosello, and Martin Lorentzon is the sole shareholder of Amaltea. As a result, each of Amaltea and Martin Lorentzon may be deemed to share beneficial ownership of the Ordinary Shares held by Rosello.
In addition, Mr. Lorentzon holds 1,160 Ordinary Shares and may be deemed to beneficially own 446 Ordinary Shares issuable pursuant to restricted stock units that will vest on or before March 1, 2019.
| 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. |
| CUSIP No. L8681T102 | Schedule 13G | 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. |
| CUSIP No. L8681T102 | Schedule 13G | 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/ Martin Lorentzon |
| Martin Lorentzon |
| Amaltea S.à r.l. | ||
| By: | /s/ Pär Ceder | |
| Name: | Pär Ceder | |
| Title: | Director |
| Rosello Company Limited | ||
| By: | /s/ Pär Ceder | |
| Name: | Pär Ceder | |
| Title: | Director |
| CUSIP No. L8681T102 | Schedule 13G | Page 8 of 8 |
LIST OF EXHIBITS
Exhibit No. | Description | |
| 99 | Joint Filing Agreement. | |
