UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
UNDERTHE SECURITIES EXCHANGE ACTOF 1934
(AMENDMENT NO. )*
Tritium DCFC Limited
(Name of Issuer)
Ordinary Shares
(Title of Class of Securities)
Q9225T108
(CUSIP Number)
January 13, 2022
(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 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. Q9225T108
| 1. | Names of Reporting Persons
GGC International Holdings 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
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power
22,035,281 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
22,035,281 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
22,035,281 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row 9
16.3% | |||||
| 12. | Type of Reporting Person (see instructions)
OO | |||||
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CUSIP No. Q9225T108
| 1. | Names of Reporting Persons
Vontier Corporation | |||||
| 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
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power
22,035,281 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
22,035,281 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
22,035,281 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row 9
16.3% | |||||
| 12. | Type of Reporting Person (see instructions)
CO | |||||
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| Item 1(a). | Name of Issuer:
Tritium DCFC Limited | |
| Item 1(b). | Address of Issuer’s Principal Executive Offices:
48 Miller Street Murarrie, QLD 4172 Australia | |
| Item 2(a). | Name of Person Filing:
This statement is filed on behalf of the following persons with respect to the Ordinary Shares of the Issuer:
(i) GGC International Holdings LLC, a Delaware Limited Liability Company (“GGC International Holdings”), with respect to shares held by it; and
(ii) Vontier Corporation, a Delaware corporation (“Vontier”), as the parent of GGC International Holdings, with respect to the shares held by it.
The foregoing persons are hereinafter referred to collectively as the “Reporting Persons.” | |
| Item 2(b). | Address of Principal Business Office or, if none, Residence:
The registered address of GGC International Holdings is c/o The Corporation Trust Company, 1209 Orange Street, Wilmington DE 19801. The address of the principal business office of Vontier is 5438 Wade Park Boulevard, Suite 600, Raleigh, NC 27607. | |
| Item 2(c). | Citizenship:
GGC International Holdings is a limited liability company organized under the laws of Delaware and is a direct, wholly-owned subsidiary of Vontier.
Vontier is a corporation organized under the laws of Delaware and is the parent of GGC International Holdings. | |
| Item 2(d). | Title of Class of Securities:
Ordinary Shares | |
| Item 2(e). | CUSIP Number:
Q9225T108 | |
| 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); | |
| (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); | |
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| (h) | ☐ A savings associations 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 of 1940 (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: |
GGC International Holdings is the beneficial owner of 22,035,281 Ordinary Shares of the Issuer. Vontier may be deemed to beneficially own these securities because GGC International Holdings is a direct, wholly-owned subsidiary of Vontier.
| (b) | Percent of Class: |
GGC International Holdings and Vontier beneficially own 16.3% of the Issuer’s outstanding Ordinary Shares, based upon 135,380,695 Ordinary Shares outstanding as of January 13, 2022, as reported by the Issuer in a Report of Foreign Private Issuer on Form 6-K furnished with the Securities and Exchange Commission on January 14, 2022.
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: Please see row 5 of the cover sheet to this Schedule 13G for each Reporting Person, which information is incorporated herein by reference. |
| (ii) | Shared power to vote or to direct the vote: Not applicable as to each Reporting Person. |
| (iii) | Sole power to dispose or to direct the disposition of: Please see row 7 of the cover sheet to this Schedule 13G for each Reporting Person, which information is incorporated herein by reference. |
| (iv) | Shared power to dispose or to direct the disposition of: Not applicable as to each Reporting Person. |
| Item 5. | Ownership of 5 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 5 Percent on Behalf of Another Person |
Not Applicable
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| 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 a Group |
Not Applicable
| Item 10. | Certification |
Each of the Reporting Persons hereby makes the following certification:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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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.
Date: January 24, 2022
| GGC INTERNATIONAL HOLDINGS LLC | ||
/s/ Courtney Kamlet | ||
| Name: | Courtney Kamlet | |
| Title: | Vice President and Secretary | |
| VONTIER CORPORATION | ||
/s/ Courtney Kamlet | ||
| Name: | Courtney Kamlet | |
| Title: | Vice President, Associate General Counsel and Corporate Secretary | |
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EXHIBIT INDEX
Exhibit Number | Exhibit Description | |
| 1 | Joint Filing Agreement | |
EXHIBIT 1
Joint Filing Agreement
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including amendments thereto) with respect to the Ordinary Shares of Tritium DCFC Limited and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided that no party is responsible for the completeness or accuracy of the information concerning any other filing party, unless such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute one agreement.
In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of January 24, 2022.
| GGC INTERNATIONAL HOLDINGS LLC | ||
/s/ Courtney Kamlet | ||
| Name: | Courtney Kamlet | |
| Title: | Vice President and Secretary | |
| VONTIER CORPORATION | ||
/s/ Courtney Kamlet | ||
| Name: | Courtney Kamlet | |
| Title: | Vice President, Associate General Counsel and Corporate Secretary | |