Amended Statement of Ownership (sc 13g/a)
February 14 2019 - 6:21AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule
13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
ARRIS
International plc
(Name of Issuer)
ARRIS International plc ordinary shares, nominal value £0.01 per share
(Title of Class of Securities)
G0551A103
(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:
☐ Rule
13d-1(b)
☒ Rule
13d-1(c)
☐ Rule
13d-1(d)
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*
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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.
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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).
(Continued on following pages)
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CUSIP No. G0551A103
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13G/A
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1
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NAME OF
REPORTING PERSONS
General Instrument Holdings, Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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5
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SOLE VOTING POWER
7,603,500
(1)
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6
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SHARED VOTING POWER
See response to row 5.
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7
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SOLE DISPOSITIVE POWER
7,603,500
(2)
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8
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SHARED DISPOSITIVE POWER
See response to row 7.
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,603,500
(3)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
4.38%
(4)
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12
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TYPE OF REPORTING PERSON
CO
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(1)
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Consists of 7,603,500 shares of the Issuer’s Ordinary Shares held directly by General Instrument Holdings,
Inc. Google International LLC (the sole stockholder of General Instrument Holdings, Inc.), Google LLC (the managing member of Google International LLC), XXVI Holdings Inc. (the managing member of Google LLC), and Alphabet Inc. (the sole stockholder
of XXVI Holdings Inc.) may each be deemed to have sole power to vote these shares.
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(2)
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Consists of 7,603,500 shares of the Issuer’s Ordinary Shares held directly by General Instrument Holdings,
Inc. Google International LLC (the sole stockholder of General Instrument Holdings, Inc.), Google LLC (the managing member of Google International LLC), XXVI Holdings Inc. (the managing member of Google LLC), and Alphabet Inc. (the sole stockholder
of XXVI Holdings Inc.) may each be deemed to have sole power to dispose of these shares.
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(3)
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The Reporting Persons disclaim beneficial ownership in the Ordinary Shares reported herein except to the extent
of their pecuniary interest therein.
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(4)
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The percentages used herein are calculated based upon the 173,328,693 Ordinary Shares outstanding as of
October 31, 2018, as set forth in the Issuer’s Quarterly Report on Form
10-Q
for the quarterly period ended September 30, 2018 filed with the Securities and Exchange Commission on
November 8, 2018.
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Page 2 of 12
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CUSIP No. G0551A103
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13G/A
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1
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NAME OF
REPORTING PERSONS
Google International LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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5
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SOLE VOTING POWER
7,603,500
(1)
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6
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SHARED VOTING POWER
See response to row 5.
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7
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SOLE DISPOSITIVE POWER
7,603,500
(2)
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8
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SHARED DISPOSITIVE POWER
See response to row 7.
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,603,500
(3)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
4.38%
(4)
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12
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TYPE OF REPORTING PERSON
OO
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(1)
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Consists of 7,603,500 shares of the Issuer’s Ordinary Shares held directly by General Instrument Holdings,
Inc. Google International LLC (the sole stockholder of General Instrument Holdings, Inc.), Google LLC (the managing member of Google International LLC), XXVI Holdings Inc. (the managing member of Google LLC), and Alphabet Inc. (the sole stockholder
of XXVI Holdings Inc.) may each be deemed to have sole power to vote these shares.
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(2)
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Consists of 7,603,500 shares of the Issuer’s Ordinary Shares held directly by General Instrument Holdings,
Inc. Google International LLC (the sole stockholder of General Instrument Holdings, Inc.), Google LLC (the managing member of Google International LLC), XXVI Holdings Inc. (the managing member of Google LLC), and Alphabet Inc. (the sole stockholder
of XXVI Holdings Inc.) may each be deemed to have sole power to dispose of these shares.
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(3)
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The Reporting Persons disclaim beneficial ownership in the Ordinary Shares reported herein except to the extent
of their pecuniary interest therein.
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(4)
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The percentages used herein are calculated based upon the 173,328,693 Ordinary Shares outstanding as of
October 31, 2018, as set forth in the Issuer’s Quarterly Report on Form
10-Q
for the quarterly period ended September 30, 2018 filed with the Securities and Exchange Commission on
November 8, 2018.
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Page 3 of 12
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CUSIP No. G0551A103
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13G/A
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1
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NAME OF
REPORTING PERSONS
Google LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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5
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SOLE VOTING POWER
7,603,500
(1)
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6
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SHARED VOTING POWER
See response to row 5.
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7
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SOLE DISPOSITIVE POWER.
7,603,500
(2)
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8
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SHARED DISPOSITIVE POWER
See response to row 7.
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,603,500
(3)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
4.38%
(4)
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12
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TYPE OF REPORTING PERSON
OO
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(1)
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Consists of 7,603,500 shares of the Issuer’s Ordinary Shares held directly by General Instrument Holdings,
Inc. Google International LLC (the sole stockholder of General Instrument Holdings, Inc.), Google LLC (the managing member of Google International LLC), XXVI Holdings Inc. (the managing member of Google LLC), and Alphabet Inc. (the sole stockholder
of XXVI Holdings Inc.) may each be deemed to have sole power to vote these shares.
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(2)
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Consists of 7,603,500 shares of the Issuer’s Ordinary Shares held directly by General Instrument Holdings,
Inc. Google International LLC (the sole stockholder of General Instrument Holdings, Inc.), Google LLC (the managing member of Google International LLC), XXVI Holdings Inc. (the managing member of Google LLC), and Alphabet Inc. (the sole stockholder
of XXVI Holdings Inc.) may each be deemed to have sole power to dispose of these shares.
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(3)
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The Reporting Persons disclaim beneficial ownership in the Ordinary Shares reported herein except to the extent
of their pecuniary interest therein.
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(4)
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The percentages used herein are calculated based upon the 173,328,693 Ordinary Shares outstanding as of
October 31, 2018, as set forth in the Issuer’s Quarterly Report on Form
10-Q
for the quarterly period ended September 30, 2018 filed with the Securities and Exchange Commission on
November 8, 2018.
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Page 4 of 12
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CUSIP No. G0551A103
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13G/A
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1
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NAME OF
REPORTING PERSONS
XXVI Holdings Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
5
|
|
SOLE VOTING POWER
7,603,500
(1)
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6
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SHARED VOTING POWER
See response to row 5.
|
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7
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SOLE DISPOSITIVE POWER.
7,603,500
(2)
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8
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SHARED DISPOSITIVE POWER
See response to row 7.
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,603,500
(3)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES
☐
|
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
4.38%
(4)
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12
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TYPE OF REPORTING PERSON
CO
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(1)
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Consists of 7,603,500 shares of the Issuer’s Ordinary Shares held directly by General Instrument Holdings,
Inc. Google International LLC (the sole stockholder of General Instrument Holdings, Inc.), Google LLC (the managing member of Google International LLC), XXVI Holdings Inc. (the managing member of Google LLC), and Alphabet Inc. (the sole stockholder
of XXVI Holdings Inc.) may each be deemed to have sole power to vote these shares.
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(2)
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Consists of 7,603,500 shares of the Issuer’s Ordinary Shares held directly by General Instrument Holdings,
Inc. Google International LLC (the sole stockholder of General Instrument Holdings, Inc.), Google LLC (the managing member of Google International LLC), XXVI Holdings Inc. (the managing member of Google LLC), and Alphabet Inc. (the sole stockholder
of XXVI Holdings Inc.) may each be deemed to have sole power to dispose of these shares.
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(3)
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The Reporting Persons disclaim beneficial ownership in the Ordinary Shares reported herein except to the extent
of their pecuniary interest therein.
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(4)
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The percentages used herein are calculated based upon the 173,328,693 Ordinary Shares outstanding as of
October 31, 2018, as set forth in the Issuer’s Quarterly Report on Form
10-Q
for the quarterly period ended September 30, 2018 filed with the Securities and Exchange Commission on
November 8, 2018.
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Page 5 of 12
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CUSIP No. G0551A103
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13G/A
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1
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NAME OF
REPORTING PERSONS
Alphabet Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
5
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|
SOLE VOTING POWER
7,603,500
(1)
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6
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SHARED VOTING POWER
See response to row 5.
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7
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SOLE DISPOSITIVE POWER.
7,603,500
(2)
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8
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SHARED DISPOSITIVE POWER
See response to row 7.
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,603,500
(3)
|
|
10
|
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES
☐
|
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
4.38%
(4)
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12
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TYPE OF REPORTING PERSON
CO, HC
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(1)
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Consists of 7,603,500 shares of the Issuer’s Ordinary Shares held directly by General Instrument Holdings,
Inc. Google International LLC (the sole stockholder of General Instrument Holdings, Inc.), Google LLC (the managing member of Google International LLC), XXVI Holdings Inc. (the managing member of Google LLC), and Alphabet Inc. (the sole stockholder
of XXVI Holdings Inc.) may each be deemed to have sole power to vote these shares.
|
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(2)
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Consists of 7,603,500 shares of the Issuer’s Ordinary Shares held directly by General Instrument Holdings,
Inc. Google International LLC (the sole stockholder of General Instrument Holdings, Inc.), Google LLC (the managing member of Google International LLC), XXVI Holdings Inc. (the managing member of Google LLC), and Alphabet Inc. (the sole stockholder
of XXVI Holdings Inc.) may each be deemed to have sole power to dispose of these shares.
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(3)
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The Reporting Persons disclaim beneficial ownership in the Ordinary Shares reported herein except to the extent
of their pecuniary interest therein.
|
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(4)
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The percentages used herein are calculated based upon the 173,328,693 Ordinary Shares outstanding as of
October 31, 2018, as set forth in the Issuer’s Quarterly Report on Form
10-Q
for the quarterly period ended September 30, 2018 filed with the Securities and Exchange Commission on
November 8, 2018.
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Page 6 of 12
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ITEM 1(A).
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NAME OF ISSUER:
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ARRIS International plc (the “Company”)
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ITEM 1
(B).
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ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
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The Company’s principal executive offices are located at 3871 Lakefield Drive, Suwanee, GA 30024.
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ITEM 2(A).
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NAME OF PERSONS FILING:
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This statement is filed by each of the following entities (each, a “Reporting Person” and collectively referred to as the
“Reporting Persons”):
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•
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General Instrument Holdings
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•
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Google International LLC
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Each of General Instrument Holdings, Inc., Google International LLC (the sole stockholder of General Instrument Holdings, Inc.), Google LLC
(the managing member of Google International LLC), XXVI Holdings Inc. (the managing member of Google LLC), and Alphabet Inc. (the sole stockholder of XXVI Holdings Inc.) may be deemed to have sole power to vote or sole power to dispose of the
securities owned directly by General Instrument Holdings, Inc. The Reporting Persons disclaim beneficial ownership in the Ordinary Shares reported herein except to the extent of their pecuniary interest therein.
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ITEM 2(B).
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ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE:
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The address of the principal business office for each of the Reporting Persons is:
1600 Amphitheatre Parkway
Mountain View, CA 94043
General Instrument Holdings, Inc. is a Delaware corporation, Google International LLC is a Delaware limited liability company, Google LLC is a
Delaware limited liability company, XXVI Holdings Inc. is a Delaware corporation, and Alphabet Inc. is a Delaware corporation.
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ITEM 2
(D)/
(E).
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TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER:
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Ordinary Shares, £0.01 nominal value (the “Ordinary Shares”).
CUSIP # G0551A103
Page 7 of 12
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in
Item 1.
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(a)
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Amount beneficially owned
:
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See Row 9 of cover page for each Reporting Person.
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See
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Row 11 of cover page for each Reporting Person.
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(c)
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Number of shares as to which such person has
:
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(i)
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Sole power to vote or to direct the vote
:
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See Row 5 of cover page for each Reporting Person.
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(ii)
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Shared power to vote or to direct the vote
:
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See Row 6 of cover page for each Reporting Person.
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(iii)
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Sole power to dispose or to direct the disposition of
:
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See Row 7 of cover page for each Reporting Person.
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(iv)
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Shared power to dispose or to direct the disposition of
:
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See Row 8 of cover page for each Reporting Person.
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ITEM 5.
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OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
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If this statement is being filed to report the fact that as of the date hereof the reporting persons have ceased to be the beneficial owner of
more than 5 percent of the class of securities, check the following ☐.
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ITEM 6.
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OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
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Not Applicable
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ITEM 7.
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IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE
PARENT HOLDING COMPANY:
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Not Applicable.
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ITEM 8.
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IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
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Not Applicable.
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ITEM 9.
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NOTICE OF DISSOLUTION OF GROUP:
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Not Applicable.
Page 8 of 12
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.
Page 9 of 12
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 13, 2019
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General Instrument Holding, Inc.
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By:
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/s/ Kenneth H. Yi
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Name:
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Kenneth H. Yi
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Title:
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President
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Google International LLC
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By: Google LLC, its Managing Member
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By:
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/s/ Kathryn W. Hall
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Name:
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Kathryn W. Hall
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Title:
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Assistant Secretary
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Google LLC
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By:
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/s/ Kathryn W. Hall
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Name:
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Kathryn W. Hall
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Title:
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Assistant Secretary
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XXVI Holdings Inc.
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By:
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/s/ Kathryn W. Hall
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Name:
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Kathryn W. Hall
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Title:
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Assistant Secretary
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Alphabet Inc.
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By:
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/s/ Kathryn W. Hall
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Name:
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Kathryn W. Hall
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Title:
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Assistant Secretary
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Page 10 of 12
EXHIBIT INDEX
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Exhibit
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Found
on
Sequentially
Numbered Page
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Exhibit A: Agreement of Joint Filing
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12
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Page 11 of 12
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