Statement of Ownership (sc 13g)
February 01 2019 - 6:11AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under the Securities Exchange Act of 1934
(Amendment No. _____)*
Spotify Technology S.A.
(Name of Issuer)
Ordinary
Shares, nominal value of €0.000625 per share
(Title of Class of Securities)
L8681T102
(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)
* 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 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
|
1.
|
Names of Reporting Persons.
Image Frame Investment (HK) Limited
|
2.
|
Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)
o
(b)
o
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
Hong Kong
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
5.
|
Sole Voting Power
None
1
|
6.
|
Shared Voting Power
None
|
7.
|
Sole Dispositive Power
9,076,240
|
8.
|
Shared Dispositive Power
None
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
9,076,240
|
10.
|
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
o
|
11.
|
Percent of Class Represented by Amount in Row (9)
5.0%
2
|
12.
|
Type of Reporting Person (See Instructions)
CO
|
|
|
|
|
|
|
1
|
Pursuant to an investor
agreement entered into by and among Spotify Technology S.A., Image Frame Investment (HK) Limited and certain other parties thereto
dated December 15, 2017 (the “
Tencent Investor Agreement
”), Mr. Daniel Ek, the chief executive officer and
chairman of the Issuer, exercises voting power over the Ordinary Shares held of record by Image Frame Investment (HK) Limited
through his indirect ownership of D.G.E. Investments, which holds an irrevocable proxy with regard to these ordinary shares.
|
CUSIP No.
|
L8681T102
|
1.
|
Names of Reporting Persons.
Tencent Holdings Limited
|
2.
|
Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)
o
(b)
o
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
The Cayman Islands
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
5.
|
Sole Voting Power
None
3
|
6.
|
Shared Voting Power
None
|
7.
|
Sole Dispositive Power
16,580,360
4
|
8.
|
Shared Dispositive Power
None
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
16,580,360
|
10.
|
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
o
|
11.
|
Percent of Class Represented by Amount in Row (9)
9.2%
5
|
12.
|
Type of Reporting Person (See Instructions)
CO
|
|
|
|
|
|
|
3
|
Pursuant to the Tencent
Investor Agreement, Mr. Daniel Ek, chief executive officer and chairman of the Issuer, exercises voting power over the Ordinary
Shares held of record by each of Image Frame Investment (HK) Limited (a wholly-owned subsidiary of Tencent Holdings Limited),
Tencent Mobility Limited (a wholly-owned subsidiary of Tencent Holdings Limited) and Tencent Music Entertainment Hong Kong Limited
(a company controlled by Tencent Holdings Limited) through his indirect ownership of D.G.E. Investments, which holds an irrevocable
proxy with regard to these ordinary shares.
|
|
4
|
Represents the sum of (i)
9,076,240 Ordinary Shares held of record by Image Frame Investment (HK) Limited, a wholly-owned subsidiary of Tencent Holdings
Limited; (ii) 3,227,920 Ordinary Shares held of record by Tencent Mobility Limited, a wholly-owned subsidiary of Tencent Holdings
Limited; and (iii) 4,276,200 Ordinary Shares held of record by Tencent Music Entertainment Hong Kong Limited, a subsidiary controlled
by Tencent Holdings Limited.
|
Item 1(a).
|
Name of Issuer:
|
Spotify Technology S.A.
|
Item 1(b).
|
Address of Issuer’s Principal Executive Offices:
|
42-44,
avenue de la Gare
L-1610
Luxembourg
Grand
Duchy of Luxembourg
|
Item 2(a).
|
Name of Person Filing:
|
Image Frame Investment (HK) Limited
Tencent Holdings Limited
|
Item 2(b).
|
Address of Principal Business Office or, if None, Residence:
|
For
both
Image Frame Investment (HK) Limited
and
Tencent Holdings Limited
:
29/F., Three Pacific Place
No. 1 Queen’s Road
East
Wanchai, Hong Kong
Image Frame Investment (HK) Limited –
Hong Kong
Tencent Holdings Limited – The Cayman
Islands
|
Item 2(d).
|
Title of Class of Securities:
|
Ordinary Shares, nominal value of €0.000625
per share
L8681T102.
|
Item 3.
|
If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
|
|
(a)
|
o
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
|
|
(b)
|
o
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
|
|
(c)
|
o
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
|
|
(d)
|
o
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
|
|
(e)
|
o
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
|
|
(f)
|
o
An employee benefit plan or endowment fund in accordance with Rule 13d–1(b)(1)(ii)(F);
|
|
(g)
|
o
A parent holding company or control person in accordance with Rule 13d–1(b)(1)(ii)(G);
|
|
(h)
|
o
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
|
(i)
|
o
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
|
|
(j)
|
o
A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
|
|
(k)
|
o
Group, in accordance with Rule 13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 13d–1(b)(1)(ii)(J), please specify the type of institution: ____.
|
Provide the following information regarding
the aggregate number and percentage of the class of securities of issuer identified in Item 1.
|
(a)
|
The information required by Items 4(a) is set forth in Row 9 of the cover page for each Reporting Person and is incorporated herein by reference.
|
|
(b)
|
Percent of class is determined based on 181,144,339 Ordinary Shares outstanding as of September 30, 2018 as
reported by the Issuer in its Form 6-K dated November 1, 2018.
|
|
(c)
|
Number of shares as to which such person has:
|
The information required by Items 4(c) is set forth in Rows
5-8 of the cover page for each Reporting Person and is incorporated herein by reference.
|
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.
|
Tencent Mobility Limited and
Tencent Music Entertainment Hong Kong Limited beneficially own 3,227,920 Ordinry Shares and 4,276,200 Ordinary Shares,
respectively. Tencent Mobility Limited is a wholly-owned subsidiary of Tencent Holdings Limited. Tencent Music Entertainment
Hong Kong Limited is a subsidiary controlled by
Tencent Holdings Limited.
|
Item 8.
|
Identification and Classification of Members of the Group.
|
Not applicable.
|
Item 9.
|
Notice of Dissolution of Group.
|
Not applicable.
Not applicable.
LIST OF EXHIBITS
Exhibit No.
|
Description
|
A
|
Joint Filing Agreement
|
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 1, 2019
Image Frame Investment (HK) Limited
|
|
By:
|
/s/ Ma Huateng
|
|
Name: Ma Huateng
|
|
Title: Director
|
Tencent Holdings Limited
|
|
By:
|
/s/ Ma Huateng
|
|
Name: Ma Huateng
|
|
Title: Director
|
Exhibit A
JOINT FILING AGREEMENT
The undersigned hereby agree that the foregoing
statement on Schedule 13G is filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-1(k) under
the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to this statement on Schedule 13G may be filed
on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.
Date: February 1, 2019
Image Frame Investment (HK) Limited
|
|
By:
|
/s/ Ma
Huateng
|
|
Name: Ma Huateng
|
|
Title: Director
|
Tencent Holdings Limited
|
|
By:
|
/s/ Ma
Huateng
|
|
Name: Ma Huateng
|
|
Title: Director
|
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