Amended Statement of Ownership (sc 13g/a)
February 05 2021 - 5:18PM
Edgar (US Regulatory)
United States
Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13G
(Rule 13d-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. 2)*
Spotify
Technology S.A.
(Name of Issuer)
Ordinary Shares
(Title
of Class of Securities)
L8681T102
(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 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.
|
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
16,898
|
|
6
|
|
Shared Voting Power
21,159,762
|
|
7
|
|
Sole Dispositive Power
16,898
|
|
8
|
|
Shared Dispositive Power
21,159,762
|
|
|
|
|
|
|
|
9
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
21,176,660
|
10
|
|
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares
Not
Applicable
|
11
|
|
Percent of Class
Represented by Amount in Row 9
11.1%
|
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
21,159,762
|
|
7
|
|
Sole Dispositive Power
0
|
|
8
|
|
Shared Dispositive Power
21,159,762
|
|
|
|
|
|
|
|
9
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
21,159,762
|
10
|
|
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares
Not
Applicable
|
11
|
|
Percent of Class
Represented by Amount in Row 9
11.1%
|
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
21,159,762
|
|
7
|
|
Sole Dispositive Power
0
|
|
8
|
|
Shared Dispositive Power
21,159,762
|
|
|
|
|
|
|
|
9
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
21,159,762
|
10
|
|
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares
Not
Applicable
|
11
|
|
Percent of Class
Represented by Amount in Row 9
11.1%
|
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 Issuers 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 is 42-44, avenue de la Gare, L-1610 Luxembourg, Grand Duchy of Luxembourg, for Amaltea is 18 rue de lEau, 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).
L8681T102
Not applicable.
|
|
|
|
|
CUSIP No. L8681T102
|
|
Schedule 13G
|
|
Page 5 of 8
|
(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 190,212,847 Ordinary Shares outstanding as of December 31, 2020.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
power to
dispose or
to direct
the
disposition
of:
|
|
|
Shared
power to
dispose or
to direct
the
disposition
of:
|
|
Martin Lorentzon
|
|
|
21,176,660
|
|
|
|
11.1
|
%
|
|
|
16,898
|
|
|
|
21,159,762
|
|
|
|
16,898
|
|
|
|
21,159,762
|
|
Amaltea S.à r.l.
|
|
|
21,159,762
|
|
|
|
11.1
|
%
|
|
|
0
|
|
|
|
21,159,762
|
|
|
|
0
|
|
|
|
21,159,762
|
|
Rosello Company Limited
|
|
|
21,159,762
|
|
|
|
11.1
|
%
|
|
|
0
|
|
|
|
21,159,762
|
|
|
|
0
|
|
|
|
21,159,762
|
|
Rosello holds 21,159,762 Ordinary Shares. 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 4,332 Ordinary Shares and may be deemed to beneficially own 445 Ordinary Shares issuable
pursuant to restricted stock units that will vest on or before March 1, 2021 and 12,121 Ordinary Shares underlying stock options that are currently exercisable or will become exercisable within 60 days of December 31, 2020.
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.
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 5, 2021
|
|
|
/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 (incorporated by reference to Exhibit 99 to the Schedule 13G filed by the Reporting Person on February 12, 2019).
|
Spotify Technology (NYSE:SPOT)
Historical Stock Chart
From Jun 2024 to Jul 2024
Spotify Technology (NYSE:SPOT)
Historical Stock Chart
From Jul 2023 to Jul 2024