Amended Statement of Beneficial Ownership (sc 13d/a)
June 28 2023 - 4:31PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
Qualtrics International Inc.
(Name of Issuer)
Class A Common Stock, $0.0001 par value per share
(Title of Class of Securities)
747601201
(CUSIP Number)
Andrew J. Schader, Esq.
Silver Lake
55 Hudson
Yards
550 West 34th Street, 40th Floor
New York, NY 10001
(212)
981-5600
With copies to:
Justin G. Hamill, Esq.
Latham & Watkins LLP
1271 Avenue of the Americas
New York, New York 10020
(212) 906-1200
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 28, 2023
(Date
of Event Which Requires Filing of This Statement)
If the filing
person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule
13d-7(b) for other parties to whom copies are to be sent.
* |
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 disclosures provided in a prior cover page. |
The information required on 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).
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CUSIP No. 747601201 |
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13D |
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Page 1 of 11 pages |
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1 |
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Names of Reporting Persons
SLP Quartz Aggregator, L.P. |
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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Source of Funds (See
Instructions) OO |
5 |
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Check if disclosure of
legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ |
6 |
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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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7 |
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Sole Voting Power
0 |
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8 |
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Shared Voting Power
0 |
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9 |
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Sole Dispositive Power
0 |
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10 |
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Shared Dispositive Power
0 |
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11 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
12 |
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares ☐ |
13 |
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Percent of Class
Represented by Amount in Row (11) 0% |
14 |
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Type of Reporting
Person PN |
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CUSIP No. 747601201 |
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13D |
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Page 2 of 11 pages |
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1 |
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Names of Reporting Persons
SLP VI Aggregator GP, L.L.C. |
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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Source of Funds (See
Instructions) OO |
5 |
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Check if disclosure of
legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ |
6 |
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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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7 |
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Sole Voting Power
0 |
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8 |
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Shared Voting Power
0 |
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9 |
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Sole Dispositive Power
0 |
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10 |
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Shared Dispositive Power
0 |
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11 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
12 |
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares ☐ |
13 |
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Percent of Class
Represented by Amount in Row (11) 0% |
14 |
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Type of Reporting
Person OO |
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CUSIP No. 747601201 |
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13D |
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Page 3 of 11 pages |
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1 |
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Names of Reporting Persons
Silver Lake Partners VI DE (AIV), L.P. |
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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Source of Funds (See
Instructions) OO |
5 |
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Check if disclosure of
legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ |
6 |
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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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7 |
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Sole Voting Power
0 |
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8 |
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Shared Voting Power
0 |
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9 |
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Sole Dispositive Power
0 |
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10 |
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Shared Dispositive Power
0 |
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11 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
12 |
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares ☐ |
13 |
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Percent of Class
Represented by Amount in Row (11) 0% |
14 |
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Type of Reporting
Person PN |
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CUSIP No. 747601201 |
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13D |
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Page 4 of 11 pages |
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1 |
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Names of Reporting Persons
Silver Lake Technology Investors VI, L.P. |
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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Source of Funds (See
Instructions) OO |
5 |
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Check if disclosure of
legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ |
6 |
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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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7 |
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Sole Voting Power
0 |
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8 |
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Shared Voting Power
0 |
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9 |
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Sole Dispositive Power
0 |
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10 |
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Shared Dispositive Power
0 |
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|
11 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
12 |
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares ☐ |
13 |
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Percent of Class
Represented by Amount in Row (11) 0% |
14 |
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Type of Reporting
Person PN |
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CUSIP No. 747601201 |
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13D |
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Page 5 of 11 pages |
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1 |
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Names of Reporting Persons
Silver Lake Technology Associates VI, L.P. |
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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Source of Funds (See
Instructions) OO |
5 |
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Check if disclosure of
legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ |
6 |
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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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7 |
|
Sole Voting Power
0 |
|
8 |
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Shared Voting Power
0 |
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9 |
|
Sole Dispositive Power
0 |
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10 |
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Shared Dispositive Power
0 |
|
|
|
|
|
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|
11 |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
12 |
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares ☐ |
13 |
|
Percent of Class
Represented by Amount in Row (11) 0% |
14 |
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Type of Reporting
Person PN |
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CUSIP No. 747601201 |
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13D |
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Page 6 of 11 pages |
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1 |
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Names of Reporting Persons
SLTA VI (GP), L.L.C. |
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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Source of Funds (See
Instructions) OO |
5 |
|
Check if disclosure of
legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ |
6 |
|
Citizenship or Place of
Organization
Delaware |
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NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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7 |
|
Sole Voting Power
0 |
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8 |
|
Shared Voting Power
0 |
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9 |
|
Sole Dispositive Power
0 |
|
10 |
|
Shared Dispositive Power
0 |
|
|
|
|
|
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|
11 |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
12 |
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares ☐ |
13 |
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Percent of Class
Represented by Amount in Row (11) 0% |
14 |
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Type of Reporting
Person OO |
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CUSIP No. 747601201 |
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13D |
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Page 7 of 11 pages |
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1 |
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Names of Reporting Persons
Silver Lake Group, L.L.C. |
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
|
4 |
|
Source of Funds (See
Instructions) OO |
5 |
|
Check if disclosure of
legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ |
6 |
|
Citizenship or Place of
Organization
Delaware |
|
|
|
|
|
|
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
|
7 |
|
Sole Voting Power
0 |
|
8 |
|
Shared Voting Power
0 |
|
9 |
|
Sole Dispositive Power
0 |
|
10 |
|
Shared Dispositive Power
0 |
|
|
|
|
|
|
|
11 |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
12 |
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares ☐ |
13 |
|
Percent of Class
Represented by Amount in Row (11) 0% |
14 |
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Type of Reporting
Person OO |
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CUSIP No. 747601201 |
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13D |
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Page 8 of 11 pages |
Explanatory Note
This Amendment No. 6 (the Amendment No. 6) to Schedule 13D amends and supplements the Schedule 13D
originally filed with the United States Securities and Exchange Commission on February 11, 2021 (as amended to date, the Schedule 13D), relating to the Class A common stock, $0.0001 par value per share (the
Class A Common Stock), of Qualtrics International Inc., a Delaware corporation (the Issuer).
Item 4. |
Purpose of Transaction. |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
Consummation of Merger
Pursuant the
Agreement and Plan of Merger (the Merger Agreement), dated as of March 12, 2023, by and among the Issuer, Quartz Holdco, LLC (Parent), and Quartz MergerCo, Inc. (Merger Sub), on
June 28, 2023 (the Closing Date), Merger Sub merged with and into the Issuer with the Issuer surviving such merger as a wholly owned subsidiary of Parent (the Merger). Parent and Merger Sub are affiliates
of the Reporting Persons.
Immediately prior to the effective time of the Merger, each share of the Issuers Class A Common
Stock beneficially owned by the Reporting Persons was contributed to Parent in exchange for class A units of Parent. Each such share of the Issuers Class A Common Stock was then cancelled and ceased to exist. Also at the effective time of
the Merger, each other share of the Issuers Class A Common Stock and shares of the Issuers Class B common stock, par value $0.0001 per share, outstanding immediately prior to the effective time of the Merger (subject to certain
exceptions, including shares owned by stockholders of the Issuer who have not voted in favor of the adoption of the Merger Agreement and have properly exercised appraisal rights in accordance with Section 262 of the General Corporation Law of
the State of Delaware), was converted into the right to receive $18.15 in cash, subject to applicable withholding taxes.
On the Closing
Date, the Issuer (i) notified Nasdaq Global Select Market (Nasdaq) of the consummation of the Merger and (ii) requested that Nasdaq file with the Securities and Exchange Commission (the SEC) a Form 25
Notification of Removal from Listing and/or Registration to delist and deregister the Class A Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the Exchange Act). Upon effectiveness of
the Form 25, the Issuer intends to file with the SEC a Certification and Notice of Termination on Form 15 to deregister the Class A Common Stock and suspend the Issuers reporting obligations under Sections 13 and 15(d) of the Exchange
Act. Trading of the Class A Common Stock on Nasdaq was halted prior to the opening of trading on the Closing Date.
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CUSIP No. 747601201 |
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13D |
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Page 9 of 11 pages |
Item 5. |
Interest in Securities of the Issuer. |
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a) (b)
This Amendment No. 6 is
being filed on behalf of the Reporting Persons to report that, as of June 28, 2023, after giving effect to the Merger described in Item 4 above, the Reporting Persons do not beneficially own any shares of Class A Common Stock.
(c) |
Other than as described in Item 4 of this Schedule 13D, none of the Reporting Persons, or, to the best
knowledge of the Reporting Persons, any other person listed in Annex A, have effected any transaction in the Class A Common Stock during the past 60 days. |
(e) |
On June 28, 2023, the Reporting Persons ceased to be the beneficial owners of more than five percent of
the outstanding shares of Class A Common Stock in connection with the consummation of the Merger. |
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CUSIP No. 747601201 |
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13D |
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Page 10 of 11 pages |
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: June 28, 2023
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SLP Quartz Aggregator, L.P. |
By: |
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SLP VI Aggregator GP, L.L.C. its general partner |
By: |
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Silver Lake Technology Associates VI, L.P., its managing member |
By: |
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SLTA VI (GP), L.L.C., its general partner |
By: |
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Silver Lake Group, L.L.C., its managing member |
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By: |
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/s/ Andrew J. Schader |
Name: |
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Andrew J. Schader |
Title: |
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Managing Director and General Counsel |
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SLP VI Aggregator GP, L.L.C. |
By: |
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Silver Lake Technology Associates VI, L.P., its managing member |
By: |
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SLTA VI (GP), L.L.C., its general partner |
By: |
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Silver Lake Group, L.L.C., its managing member |
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By: |
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/s/ Andrew J. Schader |
Name: |
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Andrew J. Schader |
Title: |
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Managing Director and General Counsel |
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Silver Lake Partners VI DE (AIV), L.P. |
By: |
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Silver Lake Technology Associates VI, L.P., its managing member |
By: |
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SLTA VI (GP), L.L.C., its general partner |
By: |
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Silver Lake Group, L.L.C., its managing member |
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By: |
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/s/ Andrew J. Schader |
Name: |
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Andrew J. Schader |
Title: |
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Managing Director and General Counsel |
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CUSIP No. 747601201 |
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13D |
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Page 11 of 11 pages |
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Silver Lake Technology Investors VI, L.P. |
By: |
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Silver Lake Technology Associates VI, L.P., its managing member |
By: |
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SLTA VI (GP), L.L.C., its general partner |
By: |
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Silver Lake Group, L.L.C., its managing member |
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By: |
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/s/ Andrew J. Schader |
Name: |
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Andrew J. Schader |
Title: |
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Managing Director and General Counsel |
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Silver Lake Technology Associates VI, L.P. |
By: SLTA VI (GP), L.L.C., its general partner |
By: Silver Lake Group, L.L.C., its managing member |
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By: |
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/s/ Andrew J. Schader |
Name: |
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Andrew J. Schader |
Title: |
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Managing Director and General Counsel |
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SLTA VI (GP), L.L.C. |
By: Silver Lake Group, L.L.C., its managing member |
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By: |
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/s/ Andrew J. Schader |
Name: |
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Andrew J. Schader |
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 |
Name: |
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Andrew J. Schader |
Title: |
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Managing Director and General Counsel |
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