0001104659-15-009977.txt : 20150213 0001104659-15-009977.hdr.sgml : 20150213 20150213090530 ACCESSION NUMBER: 0001104659-15-009977 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20150213 DATE AS OF CHANGE: 20150213 GROUP MEMBERS: BRADFORD BERNSTEIN GROUP MEMBERS: CHRISTOPHER WINSHIP GROUP MEMBERS: DAVID HAYNES GROUP MEMBERS: FTVENTURES III, L.P. GROUP MEMBERS: FTVENTURES III-N, L.P. GROUP MEMBERS: JAMES HALE GROUP MEMBERS: RICHARD GARMAN GROUP MEMBERS: ROBERT HURET SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Globant S.A. CENTRAL INDEX KEY: 0001557860 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 000000000 STATE OF INCORPORATION: U3 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-88251 FILM NUMBER: 15609279 BUSINESS ADDRESS: STREET 1: 5 RUE GUILLAUME KROLL CITY: N/A STATE: N4 ZIP: L-1882 BUSINESS PHONE: 352 48 18 28 1 MAIL ADDRESS: STREET 1: 5 RUE GUILLAUME KROLL CITY: N/A STATE: N4 ZIP: L-1882 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FTVentures Management III, L.L.C. CENTRAL INDEX KEY: 0001526863 IRS NUMBER: 562584455 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 555 CALIFORNIA ST., STE 2900 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 312-873-7500 MAIL ADDRESS: STREET 1: C/O TRUSTWAVE HOLDINGS, INC. STREET 2: 70 W. MADISON, SUITE 1050 CITY: CHICAGO STATE: IL ZIP: 60602 SC 13G 1 a15-4249_1sc13g.htm SC 13G

 

 

 

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

Globant S.A.

(Name of Issuer)

Common Shares, $1.20 par value

(Title of Class of Securities)

L44385 109

(CUSIP Number)

December 31, 2014

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

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 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).

 


 

 

1

Names of Reporting Persons
FTVentures Management III, L.L.C.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power:
0

 

6

Shared Voting Power:
4,660,674(1)

 

7

Sole Dispositive Power:
0

 

8

Shared Dispositive Power:
4,660,674(1)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
4,660,674(1)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11

Percent of Class Represented by Amount in Row (9)
14.0%(2)

 

 

12

Type of Reporting Person
OO

 

(1)         See Item 4.

 

(2)         Based on 33,345,158 Common Shares outstanding.

 

2


 

 

1

Names of Reporting Persons
FTVentures III, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power:
0

 

6

Shared Voting Power:
4,660,674(1)

 

7

Sole Dispositive Power:
0

 

8

Shared Dispositive Power:
4,660,674(1)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
4,660,674(1)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11

Percent of Class Represented by Amount in Row (9)
14.0%(2)

 

 

12

Type of Reporting Person
PN

 

(1)         See Item 4.

 

(2)         Based on 33,345,158 Common Shares outstanding.

 

3


 

 

1

Names of Reporting Persons
FTVentures III-N, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power:
0

 

6

Shared Voting Power:
4,660,674(1)

 

7

Sole Dispositive Power:
0

 

8

Shared Dispositive Power:
4,660,674(1)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
4,660,674(1)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11

Percent of Class Represented by Amount in Row (9)
14.0%(2)

 

 

12

Type of Reporting Person
PN

 

(1)         See Item 4.

 

(2)         Based on 33,345,158 Common Shares outstanding.

 

4


 

 

1

Names of Reporting Persons
Bradford Bernstein

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power:
0

 

6

Shared Voting Power:
4,660,674(1)

 

7

Sole Dispositive Power:
0

 

8

Shared Dispositive Power:
4,660,674(1)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
4,660,674(1)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11

Percent of Class Represented by Amount in Row (9)
14.0%(2)

 

 

12

Type of Reporting Person
IN

 

(1)         See Item 4.

 

(2)         Based on 33,345,158 Common Shares outstanding.

 

5


 

 

1

Names of Reporting Persons
Richard Garman

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power:
0

 

6

Shared Voting Power:
4,660,674(1)

 

7

Sole Dispositive Power:
0

 

8

Shared Dispositive Power:
4,660,674(1)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
4,660,674(1)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11

Percent of Class Represented by Amount in Row (9)
14.0%(2)

 

 

12

Type of Reporting Person
IN

 

(1)         See Item 4.

 

(2)         Based on 33,345,158 Common Shares outstanding.

 

6


 

 

1

Names of Reporting Persons
James Hale

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power:
0

 

6

Shared Voting Power:
4,660,674(1)

 

7

Sole Dispositive Power:
0

 

8

Shared Dispositive Power:
4,660,674(1)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
4,660,674(1)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11

Percent of Class Represented by Amount in Row (9)
14.0%(2)

 

 

12

Type of Reporting Person
IN

 

(1)         See Item 4.

 

(2)         Based on 33,345,158 Common Shares outstanding.

 

7


 

 

1

Names of Reporting Persons
David Haynes

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power:
0

 

6

Shared Voting Power:
4,660,674(1)

 

7

Sole Dispositive Power:
0

 

8

Shared Dispositive Power:
4,660,674(1)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
4,660,674(1)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11

Percent of Class Represented by Amount in Row (9)
14.0%(2)

 

 

12

Type of Reporting Person
IN

 

(1)         See Item 4.

 

(2)         Based on 33,345,158 Common Shares outstanding.

 

8


 

 

1

Names of Reporting Persons
Robert Huret

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power:
0

 

6

Shared Voting Power:
4,660,674(1)

 

7

Sole Dispositive Power:
0

 

8

Shared Dispositive Power:
4,660,674(1)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
4,660,674(1)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11

Percent of Class Represented by Amount in Row (9)
14.0%(2)

 

 

12

Type of Reporting Person
IN

 

(1)         See Item 4.

 

(2)         Based on 33,345,158 Common Shares outstanding.

 

9


 

 

1

Names of Reporting Persons
Christopher Winship

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power:
0

 

6

Shared Voting Power:
4,660,674(1)

 

7

Sole Dispositive Power:
0

 

8

Shared Dispositive Power:
4,660,674(1)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
4,660,674(1)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11

Percent of Class Represented by Amount in Row (9)
14.0%(2)

 

 

12

Type of Reporting Person
IN

 

(1)         See Item 4.

 

(2)         Based on 33,345,158 Common Shares outstanding.

 

10


 

Item 1(a)

Name of Issuer:

Globant S.A.

Item 1(b)

Address of Issuer’s Principal Executive Offices:

5 rue Guillaume Kroll, L-1882, Luxembourg

 

Item 2(a)

Name of Person Filing:

This Schedule 13G is being filed jointly by FTVentures Management III, L.L.C., FTVentures III, L.P., FTVentures III-N, L.P. (collectively, the “Reporting Entities”), Bradford Bernstein, Richard Garman, James Hale, David Haynes, Robert Huret and Christopher Winship (collectively, the “Reporting Individuals,” and together with the Reporting Entities, the “Reporting Persons”).

 

The Reporting Persons have entered into a Joint Filing Agreement, dated as of the date of this filing, a copy of which is filed with this Schedule 13G as Exhibit A attached hereto, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.

Item 2(b)

Address of Principal Business Office or, if none, Residence:

The address of the principal business office of each of the Reporting Persons is 555 California Street, Suite 2900, San Francisco, California 94104.

Item 2(c)

Citizenship:

FTVentures Management III, L.L.C. is a limited liability company organized under the laws of the State of Delaware. Each of FTVentures III, L.P. and FTVentures III-N, L.P. is a limited partnership organized under the laws of the State of Delaware. Each of the Reporting Individuals is a resident of the United States.

Item 2(d)

Title of Class of Securities:

Common Shares, par value $1.20 per share (the “Common Shares”).

Item 2(e)

CUSIP Number:

L44385 109

 

Item 3

Statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c):

 

Not applicable

 

11


 

Item 4

Ownership:

 

 

(a)

Amount beneficially owned:   

 

Each of the Reporting Persons may be deemed to own beneficially 4,660,674 Common Shares as of December 31, 2014.

 

As of December 31, 2014, FTVentures III, L.P. was the record owner of 4,420,966 Common Shares.  As of December 31, 2014, FTVentures III-N, L.P. was the record owner of 239,708 Common Shares.

 

The shares held of record by FTVentures III, L.P. and FTVentures III-N, L.P. are referred to herein collectively as the “Record Shares.” By virtue of the affiliate relationships among the Reporting Entities, each of the Reporting Entities may be deemed to own beneficially all of the Record Shares, and as managing members of FTVentures Management III, L.L.C. having voting and dispositive authority over the Record Shares, each of the Reporting Individuals may be deemed to beneficially own all of the Record Shares.   Hence, each of the Reporting Persons may be deemed to beneficially own 4,660,674 Common Shares.

 

Each of the Reporting Persons expressly disclaims beneficial ownership of any Common Shares of Globant S.A., except for FTVentures III, L.P. and FTVentures III-N, L.P., in each case, for the Common Shares which it holds of record as provided in the prior paragraph.

 

(b)

Percent of class:   

 

FTVentures Management III, L.L.C.:  14.0%

FTVentures III, L.P.:  14.0%

FTVentures III-N, L.P.:  14.0%

Bradford Bernstein:  14.0%

Richard Garman:  14.0%

James Hale:  14.0%

David Haynes:  14.0%

Robert Huret:  14.0%

Christopher Winship:  14.0%

 

The foregoing percentages are calculated using the 33,345,158 Common Shares outstanding as of September 30, 2014, as disclosed in Globant S.A.’s press release entitled “Globant Reports Third Quarter Financial Results - Revenue and Earnings Momentum Continues” filed under the cover of Form 6-K filed with the United States Securities and Exchange Commission on November 10, 2014.

 

(c)

Number of shares as to which such person has:

 

 

 

(i)

Sole power to vote or to direct the vote:  

0 shares for each Reporting Person

 

 

(ii)

Shared power to vote or to direct the vote:    

FTVentures Management III, L.L.C.:  4,660,674

FTVentures III, L.P.:  4,660,674

FTVentures III-N, L.P.:  4,660,674

Bradford Bernstein:  4,660,674

Richard Garman:  4,660,674

James Hale:  4,660,674

David Haynes:  4,660,674

Robert Huret:  4,660,674

Christopher Winship:  4,660,674

 

 

(iii)

Sole power to dispose or to direct the disposition of:   

0 shares for each Reporting Person

 

 

(iv)

Shared power to dispose or to direct the disposition of:   

FTVentures Management III, L.L.C.:  4,660,674

FTVentures III, L.P.:  4,660,674

FTVentures III-N, L.P.:  4,660,674

Bradford Bernstein:  4,660,674

Richard Garman:  4,660,674

James Hale:  4,660,674

David Haynes:  4,660,674

Robert Huret:  4,660,674

Christopher Winship:  4,660,674

 

Item 5

Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the date hereof each of the Reporting Persons has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.

 

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.

 

Item 8

Identification and Classification of Members of the Group:

Not applicable. The Reporting Persons expressly disclaim membership in a “group” as such term is used in Section 13d-1(b)(1)(ii)(K).

 

Item 9

Notice of Dissolution of Group:

Not applicable.

 

12


 

Item 10

Certification:

Not applicable. This statement on Schedule 13G is not filed pursuant to Rule 13d-1(b) or Rule 13d-1(c).

 

SIGNATURES

 

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. We also hereby agree to file this statement jointly pursuant to the Joint Filing Agreement attached as Exhibit A hereto.

 

Dated:  February 13, 2015

 

FTVENTURES MANAGEMENT III, L.L.C.

 

FTVENTURES III, L.P.

 

 

By: FTVentures Management III, L.L.C., its general partner

 

 

 

 

By:

/s/ Richard Garman

 

By:

/s/ Richard Garman

Name:

Richard Garman

 

Name:

Richard Garman

Its:

Managing Member

 

Its:

Managing Member

 

 

 

 

FTVENTURES III-N, L.P.

 

 

 

By: FTVentures Management III, L.L.C., its general partner

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ Richard Garman

 

 

 

Name:

Richard Garman

 

 

 

Its:

Managing Member

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ Bradford Bernstein

 

By:

/s/ Richard Garman

 

Bradford Bernstein

 

 

Richard Garman

 

 

 

 

 

 

 

 

By:

/s/ James Hale

 

By:

/s/ David Haynes

 

James Hale

 

 

David Haynes

 

 

 

 

 

 

 

 

 

 

By:

/s/ Robert Huret

 

By:

/s/ Christopher Winship

 

Robert Huret

 

 

Christopher Winship

 

13

 EX-99.A 2 a15-4249_1ex99da.htm EX-99.A

Exhibit A

 

AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G

 

The undersigned hereby agree as follows:

 

(i) Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and

 

(ii) Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

 

Dated:  February 13, 2015

 

FTVENTURES MANAGEMENT III, L.L.C.

 

FTVENTURES III, L.P.

 

 

By: FTVentures Management III, L.L.C., its general partner

 

 

 

By:

/s/ Richard Garman

 

By:

/s/ Richard Garman

Name:

Richard Garman

 

Name:

Richard Garman

Its:

Managing Member

 

Its:

Managing Member

 

 

 

 

 

 

 

 

FTVENTURES III-N, L.P.

 

 

 

By: FTVentures Management III, L.L.C., its general partner

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ Richard Garman

 

 

 

Name:

Richard Garman

 

 

 

Its:

Managing Member

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ Bradford Bernstein

 

By:

/s/ Richard Garman

 

Bradford Bernstein

 

 

Richard Garman

 

 

 

 

 

 

 

 

By:

/s/ James Hale

 

By:

/s/ David Haynes

 

James Hale

 

 

David Haynes

 

 

 

 

 

 

 

 

 

 

By:

/s/ Robert Huret

 

By:

/s/ Christopher Winship

 

Robert Huret

 

 

Christopher Winship