Amended Statement of Ownership (sc 13g/a)
February 12 2020 - 4:16PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
Intelsat S.A.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
L5140P 101
(CUSIP
Number)
December 31, 2019
(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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The remainder of this cover page shall be filled out for a reporting persons 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.
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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 (the 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).
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CUSIP No. L5140P 101
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SCHEDULE 13G
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Page
2
of 13
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1
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NAME OF
REPORTING PERSON
SLP III Investment Holding S.à r.l.
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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
Luxembourg
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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
0
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6
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SHARED VOTING POWER
6,736,790
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
6,736,790
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,736,790
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10
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CHECK 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)
4.8%
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12
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TYPE OF REPORTING PERSON
OO
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CUSIP No. L5140P 101
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SCHEDULE 13G
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Page
3
of 13
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1
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NAME OF
REPORTING PERSON
Silver Lake Partners III, L.P.
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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
0
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6
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SHARED VOTING POWER
6,736,790
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
6,736,790
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,736,790
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10
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CHECK 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)
4.8%
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12
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TYPE OF REPORTING PERSON
PN
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CUSIP No. L5140P 101
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SCHEDULE 13G
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Page
4
of 13
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1
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NAME OF
REPORTING PERSON
Silver Lake Technology Investors III, L.P.
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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
0
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6
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SHARED VOTING POWER
6,736,790
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
6,736,790
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,736,790
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10
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CHECK 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)
4.8%
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12
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TYPE OF REPORTING PERSON
PN
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CUSIP No. L5140P 101
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SCHEDULE 13G
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Page
5
of 13
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1
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NAME OF
REPORTING PERSON
Silver Lake Technology Associates III, L.P.
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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
0
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6
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SHARED VOTING POWER
6,736,790
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
6,736,790
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,736,790
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10
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CHECK 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)
4.8%
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12
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TYPE OF REPORTING PERSON
PN
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CUSIP No. L5140P 101
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SCHEDULE 13G
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Page
6
of 13
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1
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NAME OF
REPORTING PERSON
SLTA III (GP), L.L.C.
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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
0
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6
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SHARED VOTING POWER
6,736,790
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
6,736,790
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,736,790
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10
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CHECK 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)
4.8%
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12
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TYPE OF REPORTING PERSON
OO
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CUSIP No. L5140P 101
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SCHEDULE 13G
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Page
7
of 13
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1
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NAME OF
REPORTING PERSON
Silver Lake Group, L.L.C.
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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
277,780
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6
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SHARED VOTING POWER
6,736,790
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7
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SOLE DISPOSITIVE POWER
277,780
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8
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SHARED DISPOSITIVE POWER
6,736,790
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,014,570
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10
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CHECK 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)
4.97%
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12
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TYPE OF REPORTING PERSON
OO
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CUSIP No. L5140P 101
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SCHEDULE 13G
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Page
8
of 13
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Item 1(a).
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Name of Issuer:
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Intelsat S.A. (the Issuer)
Item 1(b).
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Address of Issuers Principal Executive Offices:
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4 rue Albert Borschette
Luxembourg, Grand-Duchy of Luxembourg
L-1246
Item 2(a).
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Name of Person(s) Filing:
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The persons filing this Schedule 13G are:
SLP III Investment Holding S.à r.l.,
Silver Lake Partners III, L.P.,
Silver Lake Technology Investors III, L.P.,
Silver Lake Technology Associates III, L.P.,
SLTA III (GP), L.L.C. and
Silver
Lake Group, L.L.C. (each, a Reporting Person and, together, the Reporting Persons).
Item 2(b).
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Address of Principal Business Office or, if none, Residence:
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For purposes of this Schedule 13G, the address of the principal business office of the Reporting Persons is 2775 Sand Hill Road,
Suite 100, Menlo Park, CA 94025.
See row 4 of the cover pages to this Schedule 13G.
Item 2(d).
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Title of Class of Securities:
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This Schedule 13G relates to the Issuers common shares, nominal value $0.01 per share.
L5140P 101
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CUSIP No. L5140P 101
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SCHEDULE 13G
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Page
9
of 13
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Item 3.
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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:
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Not applicable.
All ownership percentages assume that there are 141,000,000 common shares outstanding, based on the Issuers Report on Form 6-K filed with the Securities and Exchange Commission on October 29, 2019.
The common shares
beneficially owned by each of the Reporting Persons include 6,736,790 common shares held of record by SLP III Investment Holding S.à r.l. The common shares beneficially owned by Silver Lake Group, L.L.C. also include 277,780 common shares it
holds directly.
The common shares held of record by SLP III Investment Holding S.à r.l. are beneficially owned by its shareholders
Silver Lake Partners III, L.P. (SLP) and Silver Lake Technology Investors III, L.P. (SLTI). Silver Lake Technology Associates III, L.P. (SLTA) serves as the general partner of each of SLP and SLTI and may be
deemed to beneficially own the shares beneficially owned by SLP and SLTI. SLTA III (GP), L.L.C. (SLTA GP) serves as the general partner of SLTA and may be deemed to beneficially own the shares beneficially owned by SLP and SLTI. Silver
Lake Group, L.L.C. (SLG) serves as the managing member of SLTA GP and may be deemed to beneficially own the shares beneficially owned by SLP and SLTI.
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(a)
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Amount beneficially owned:
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See row 9 of the cover sheet of each Reporting Person.
See row 11 of the cover sheet of each Reporting Person.
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(c)
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Number of shares as to which the 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 the cover sheet of each Reporting Person.
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(ii)
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Shared power to vote or direct the vote:
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See row 6 of the cover sheet of 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 the cover sheet of each Reporting Person.
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CUSIP No. L5140P 101
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SCHEDULE 13G
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Page
10
of 13
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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 the cover sheet of each Reporting Person.
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Item 5.
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Ownership of More than Five Percent on Behalf of Another Person.
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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 five percent of the class of securities, check the following ☒.
Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not applicable.
Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the
Parent Holding Company or Control Person.
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Not applicable.
Item 8.
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Identification and Classification of Members of the Group.
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Not applicable.
Item 9.
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Notice of Dissolution of Group.
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Not applicable.
Not applicable.
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CUSIP No. L5140P 101
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SCHEDULE 13G
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Page
11
of 13
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SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement
is true, complete and correct.
Dated: February 12, 2020
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SLP III INVESTMENT HOLDING S.A R.L.
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By:
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/s/ Stefan Lambert
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Name:
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Stefan Lambert
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Title:
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Manager
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By:
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/s/ Wolfgang Zettel
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Name:
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Wolfgang Zettel
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Title:
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Manager
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SILVER LAKE PARTNERS III, L.P.
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By:
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Silver Lake Technology Associates III, L.P., its general partner
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By:
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SLTA III (GP), L.L.C., its general partner
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By:
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Silver Lake Group, L.L.C., its sole member
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By:
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/s/ Andrew J. Schader
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Name:
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Andrew J. Schader
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Title:
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Managing Director and General Counsel
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SILVER LAKE TECHNOLOGY INVESTORS III, L.P.
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By:
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Silver Lake Technology Associates III, L.P., its general partner
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By:
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SLTA III (GP), L.L.C., its general partner
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By:
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Silver Lake Group, L.L.C., its sole member
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By:
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/s/ Andrew J. Schader
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Name:
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Andrew J. Schader
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Title:
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Managing Director and General Counsel
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CUSIP No. L5140P 101
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SCHEDULE 13G
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Page
12
of 13
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SILVER LAKE TECHNOLOGY
ASSOCIATES III, L.P.
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By:
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SLTA III (GP), L.L.C., its general partner
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By:
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Silver Lake Group, L.L.C., its sole member
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By:
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/s/ Andrew J. Schader
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Name:
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Andrew J. Schader
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Title:
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Managing Director and General Counsel
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SLTA III (GP), L.L.C.
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By:
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Silver Lake Group, L.L.C., its sole member
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By:
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/s/ Andrew J. Schader
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Name:
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Andrew J. Schader
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Title:
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Managing Director and General Counsel
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SILVER LAKE GROUP, L.L.C.
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By:
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/s/ Andrew J. Schader
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Name:
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Andrew J. Schader
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Title:
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Managing Director and General Counsel
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CUSIP No. L5140P 101
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SCHEDULE 13G
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Page
13
of 13
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Exhibit Index
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Exhibit 1.
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Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (incorporated by reference to Exhibit 1 of Intelsat S.A.s Schedule 13G filed
by the Reporting Persons, File No. 005-87961, filed on February 14, 2014).
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