Corsair SC 13G Corsair Gaming / Corsair Group ownership change

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.__)*

Corsair Gaming, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

22041X 102

(CUSIP Number)

December 31, 2020

(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)

☒ 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 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. 22041X 102 SCHEDULE 13G Page 1 of 11 Pages

1	NAMES OF REPORTING PERSONS   Corsair Group (Cayman), LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Cayman Islands

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   61,900,059 (1)
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   61,900,059 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   61,900,059 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   67.3% (1)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   PN

CUSIP No. 22041X 102 SCHEDULE 13G Page 2 of 11 Pages

1	NAMES OF REPORTING PERSONS   EagleTree-Carbide (GP), LLC (2)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Cayman Islands

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   61,900,059 (1)
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   61,900,059 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   61,900,059 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   67.3% (1)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   OO

CUSIP No. 22041X 102 SCHEDULE 13G Page 3 of 11 Pages

1	NAMES OF REPORTING PERSONS ��   EagleTree Partners IV (GP), LP (2)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Cayman Islands

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   61,900,059 (1)
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   61,900,059 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   61,900,059 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   67.3% (1)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   PN

CUSIP No. 22041X 102 SCHEDULE 13G Page 4 of 11 Pages

1	NAMES OF REPORTING PERSONS   EagleTree Partners IV Ultimate GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Cayman Islands

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   61,900,059 (1)
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   61,900,059 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   61,900,059 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   67.3% (1)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   OO

CUSIP No. 22041X 102 SCHEDULE 13G Page 5 of 11 Pages

1	NAMES OF REPORTING PERSONS   Anup Bagaria
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   United States

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   61,900,059 (1)
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   61,900,059 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   61,900,059 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   67.3% (1)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   IN

CUSIP No. 22041X 102 SCHEDULE 13G Page 6 of 11 Pages

1	NAMES OF REPORTING PERSONS   George L. Majoros, Jr.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   United States

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   61,900,059 (1)
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   61,900,059 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   61,900,059 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   67.3% (1)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   IN

(1) Outstanding stock is based on 91,934,639 shares of common stock outstanding on December 31, 2020, as reported in Corsair Gaming, Inc.’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on January 19, 2021. Number of shares owned is based on actual share ownership as of January 26, 2021.

(2) The beneficial ownership of the common stock referred to herein as reported for each of EagleTree-Carbide (GP), LLC, EagleTree Partners IV (GP), LP, EagleTree Partners IV Ultimate GP, LLC, and Messrs. Bagaria and Majoros (collectively, the “Additional Reporting Persons”) is being reported solely because each of the Additional Reporting Persons may be deemed to beneficially own the shares of common stock beneficially owned by Corsair Group (Cayman), LP, but each Additional Reporting Person disclaims beneficial ownership of such shares. EagleTree-Carbide (GP), LLC is the sole general partner of Corsair Group (Cayman), LP; EagleTree Partners IV (GP), LP is the manager of EagleTree-Carbide (GP), LLC; and EagleTree Partners IV Ultimate GP, LLC is the sole general partner of EagleTree Partners IV (GP), LP. Messrs. Bagaria and Majoros are the co-managing members of EagleTree Partners IV Ultimate GP, LLC.

Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission by any of the Additional Reporting Persons that it is the beneficial owner of any of the common stock referred to herein for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934 or for any other purpose, and such beneficial ownership is expressly disclaimed.

CUSIP No. 22041X 102 SCHEDULE 13G Page 7 of 11 Pages

Item 1(a). Name of Issuer:

Corsair Gaming, Inc. (the “Issuer”)

Item 1(b). Address of Issuer’s Principal Executive Offices:

Corsair Gaming, Inc.

47100 Bayside Parkway

Fremont, CA 94538

Item 2(a). Name of Person Filing:

Corsair Group (Cayman), LP (“EagleTree”)

EagleTree-Carbide (GP), LLC (“EagleTree GP”)

EagleTree Partners IV (GP), LP (“EagleTree Partners IV”)

EagleTree Partners IV Ultimate GP, LLC (“EagleTree Ultimate”)

Anup Bagaria

George L. Majoros, Jr.

The foregoing persons are collectively referred to herein as the “Reporting Persons.”

Item 2(b). Address of Principal Business Office or, if None, Residence:

The address of the principal business office of each of EagleTree, EagleTree GP, EagleTree Partners IV, and EagleTree Ultimate is:

c/o Maples Corporate Services Limited

PO Box 309, Ugland House

Grand Cayman, Cayman Islands, KY1-1104

The address of the principal business office of each of Anup Bagaria and George L. Majoros is:

c/o EagleTree Capital, LP

1185 Avenue of the Americas, 39^th Floor

New York, NY 10036

Item 2(c). Citizenship:

The place of organization of EagleTree, EagleTree GP, EagleTree Partners IV, and EagleTree Ultimate is the Cayman Islands.

The citizenship of each of Anup Bagaria and George L. Majoros is the United States.

Item 2(d). Title of Class of Securities:

Common Stock, par value $0.0001 per share

Item 2(e). CUSIP Number:

22041X 102

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:

(a)	☐	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	☐	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	☐	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	☐	Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

CUSIP No. 22041X 102 SCHEDULE 13G Page 8 of 11 Pages

(e)	☐	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	☐	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	☐	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	☐	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	☐	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
(j)	☐	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
(k)	☐	Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

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) Amount beneficially owned:

(b) Percent of class:

(c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote:

(ii) Shared power to vote or to direct the vote:

(iii) Sole power to dispose or to direct the disposition of:

(iv) Shared power to dispose or to direct the disposition of:

As of January 26, 2021, each of the Reporting Persons’ respective beneficial ownership was as follows:

Amount beneficially owned: 61,900,059 shares

Percent of class: 67.3%

Sole voting power: 0 shares

Shared voting power: 61,900,059 shares

Sole dispositive power: 0 shares

Shared dispositive power: 61,900,059 shares

The beneficial ownership of the common stock referred to herein as reported for each of the Additional Reporting Persons is being reported solely because each of the Additional Reporting Persons may be deemed to beneficially own the shares of common stock beneficially owned by EagleTree, but each Additional Reporting Person disclaims beneficial ownership of such shares. EagleTree GP is the sole general partner of EagleTree; EagleTree Partners IV is the manager of EagleTree GP; and EagleTree Ultimate is the sole general partner of EagleTree Partners IV (GP). Messrs. Bagaria and Majoros are the co-managing members of EagleTree Ultimate.

Item 5. Ownership of Five Percent or Less of 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.

CUSIP No. 22041X 102 SCHEDULE 13G Page 9 of 11 Pages

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.

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.

CUSIP No. 22041X 102 SCHEDULE 13G Page 10 of 11 Pages

SIGNATURES

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.

Dated: February 11, 2021	CORSAIR GROUP (CAYMAN), LP
	By:	EagleTree-Carbide (GP), LLC, its GP,
	By:	EagleTree Partners IV (GP), LP, its Sole Member,
	By:	EagleTree Partners IV Ultimate GP, LLC, its General Partner,
	By:	/s/ Stephanie R. McCavitt, as Attorney-in-Fact
Dated: February 11, 2021	EAGLETREE-CARBIDE (GP), LLC
	By:	EagleTree Partners IV (GP), LP, its Sole Member,
	By:	EagleTree Partners IV Ultimate GP, LLC, its General Partner,
	By:	/s/ Stephanie R. McCavitt, as Attorney-in-Fact
Dated: February 11, 2021	EAGLETREE PARTNERS IV (GP), LP
	By:	EagleTree Partners IV Ultimate GP, LLC, its General Partner,
	By:	/s/ Stephanie R. McCavitt, as Attorney-in-Fact
Dated: February 11, 2021	EAGLETREE PARTNERS IV ULTIMATE (GP), LLC
	By:	/s/ Stephanie R. McCavitt, as Attorney-in-Fact
Dated: February 11, 2021	ANUP BAGARIA
	By:	/s/ Anup Bagaria
Dated: February 11, 2021	GEORGE L. MAJOROS, JR.
	By:	/s/ George L. Majoros, Jr.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

CUSIP No. 22041X 102 SCHEDULE 13G Page 11 of 11 Pages

LIST OF EXHIBITS

Exhibit No.	Description
24.1	Power of Attorney for Corsair Group (Cayman), LP
24.2	Power of Attorney for Anup Bagaria
24.3	Power of Attorney for George L. Majoros, Jr.
99	Joint Filing Agreement