Explanatory Note
This Amendment No. 4 (the Amendment) amends and supplements the statement on Schedule 13D filed with the Securities and Exchange
Commission (the SEC) on August 28, 2020, as amended and supplemented by Amendment No. 1 filed with the SEC on November 20, 2020, as amended and supplemented by Amendment No. 2 filed with the SEC on February 12,
2021, as amended and supplemented by Amendment No. 3 filed with the SEC on February 21, 2023 (as amended and supplemented by this Amendment, the Schedule 13D) relating to the common stock, $0.01 par value per share (the
Common Stock) of Duck Creek Technologies, Inc., a Delaware corporation (the Issuer). Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Schedule 13D.
Item 2. |
Identity and Background |
This Amendment amends and restates Schedule A of the Schedule 13D in its entirety. The attached revised Schedule A sets forth the name, citizenship, present
principal occupation or employment and business address of each director and executive officer of Disco (Guernsey) GP Co. Limited (Disco GP) and Apax VIII GP Co. Limited (Apax VIII).
Item 4. |
Purpose of Transaction |
This Amendment supplements the disclosure in Item 4 of the Schedule 13D by adding the following:
On March 30, 2023 (the Closing Date), Disco Parent, LLC (Parent) acquired the Issuer pursuant to that certain Agreement and Plan
of Merger, dated as of January 8, 2023 (the Merger Agreement), by and among the Issuer, Parent and Disco Merger Sub, Inc., a direct, wholly owned subsidiary of Parent (Merger Sub). In accordance with the Merger
Agreement, Merger Sub merged with and into the Issuer (the Merger), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent. At the effective time of the Merger, each issued and outstanding share of Common Stock
(other than certain excluded shares) automatically converted into the right to receive $19.00 per share in cash, without interest. Consequently, the 31,606,952 shares of Common Stock beneficially owned by the Reporting Persons at the time of the
Merger were converted into the right to receive the Merger Consideration, and the Reporting Persons no longer beneficially own any shares of Common Stock.
Upon the Merger, Jason Wright and Roy Mackenzie ceased to serve as members of the Board of the Issuer.
Item 5. |
Interest in Securities of the Issuer |
Items 5(a)-(c) and (e) of the Schedule 13D are hereby amended and restated as follows:
(a) and (b) Effective as of the Closing Date, each of the Reporting Persons and the persons named on Schedule A did not beneficially own any shares of
Common Stock.
(c) Except as set forth in this Schedule 13D, none of the Reporting Persons has effected any transaction in Common Stock during the past 60
days.
(e) Effective as of the Closing Date, following the Merger, the Reporting Persons ceased to be the beneficial owners of more than five percent of
the shares of Common Stock outstanding.
Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
Item 6 of the Schedule 13D is amended and supplemented by adding the following:
Effective as of the Closing Date, the Voting Agreement terminated.
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