SC 13D/A 1 tm2414103d1_sc13da.htm SC 13D/A

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 5 )*

 

Intapp, Inc.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

45827U109

(CUSIP Number)

 

Great Hill Partners, L.P. 

Attn: John S. Dwyer 

200 Clarendon Street, 29th Floor,

Boston, MA 02116
(617) 790-9400

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

May 8, 2024

(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 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).

 

 

 

 

 

 

CUSIP No. 45827U109 13D Page 1 of 7 pages

 

1 Names of Reporting Persons

Great Hill Investors, LLC
2 Check the Appropriate Box if a Member of a Group

(a) ¨

(b) ¨

 

3

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

 

Massachusetts

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 7

Sole Voting Power

 

18,917
8

Shared Voting Power

 

0
9

Sole Dispositive Power

 

18,917
10

Shared Dispositive Power

 

0

 
11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

18,917

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨

 

13

Percent of Class Represented by Amount in Row (11)

 

Less than 0.1%

14

Type of Reporting Person

 

OO (Limited Liability Company)

  

 

 

 

CUSIP No. 45827U109 13D Page 2 of 7 pages

 

1 Names of Reporting Persons

Great Hill Equity Partners IV, L.P.
2 Check the Appropriate Box if a Member of a Group

(a) ¨

(b) ¨

 

3

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

 

5,299,483
9

Sole Dispositive Power

 

0
10

Shared Dispositive Power

 

5,299,483

 
11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

5,299,483

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨

 

13

Percent of Class Represented by Amount in Row (11)

 

7.2%

14

Type of Reporting Person

 

PN

 

 

 

 

CUSIP No. 45827U109 13D Page 3 of 7 pages

 

1 Names of Reporting Persons

Great Hill Partners GP IV, L.P.
2 Check the Appropriate Box if a Member of a Group

(a) ¨

(b) ¨

 

3

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

 

5,299,483
9

Sole Dispositive Power

 

0
10

Shared Dispositive Power

 

5,299,483

 
11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

5,299,483

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨

 

13

Percent of Class Represented by Amount in Row (11)

 

7.2%

14

Type of Reporting Person

 

PN

 

 

 

 

 

CUSIP No. 45827U109 13D Page 4 of 7 pages

 

1 Names of Reporting Persons

GHP IV, LLC
2 Check the Appropriate Box if a Member of a Group

(a) ¨

(b) ¨

 

3

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

 

5,299,483
9

Sole Dispositive Power

 

0
10

Shared Dispositive Power

 

5,299,483

 
11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

5,299,483

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨

 

13

Percent of Class Represented by Amount in Row (11)

 

7.2%

14

Type of Reporting Person

 

OO (Limited Liability Company)

 

 

 

 

CUSIP No. 45827U109 13D Page 5 of 7 pages

 

Explanatory Note

 

This Amendment No. 5 to Schedule 13D (this “Amendment No. 5”) amends and supplements the statement on Schedule 13D filed with the United States Securities and Exchange Commission on July 2, 2021 (as amended to date, the “Schedule 13D”), relating to the common stock, par value $0.001 per share (the “Common Stock”), of Intapp, Inc., a Delaware corporation (the “Issuer”). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D.

 

Item 4.Purpose of Transaction.

 

Item 4 of the Schedule 13D is hereby amended and supplemented with the following:

 

Director Resignation

 

Effective May 2, 2024, Christopher Gaffney and Derek Schoettle resigned as directors of the Issuer.

 

Sales Pursuant to the 10b5-1 Plan

 

On May 8 and May 9, 2024, pursuant to the 10b5-1 Plan previously disclosed in Amendment No. 4, Great Hill Equity Partners IV, L.P. (“GHEP IV”) and Great Hill Investors, LLC (“GHI”) disposed of 1,403,581 and 5,040 shares of Common Stock, respectively, in a series of open market transactions at prices ranging from $35.00 to $37.42 per share. Details by date, listing the number of shares of Common Stock disposed of and the weighted average price per share are provided below.

 

The Reporting Persons undertake to provide, upon request by the staff of the Securities and Exchange Commission or the Issuer, full information regarding the number of shares sold at each separate price for this transaction.

 

Entity  Date   Equity Shares Disposed Of   Weighted Average
Price per Share		 
Great Hill Equity Partners IV, L.P.  May 8, 2024    1,087,914   $35.6996 
Great Hill Investors, LLC  May 8, 2024    3,907   $35.6997 
Great Hill Equity Partners IV, L.P.  May 9, 2024    315,667   $37.1315 
Great Hill Investors, LLC  May 9, 2024    1,133   $37.1315 

 

 

 

 

CUSIP No. 45827U109 13D Page 6 of 7 pages

 

Item 5.Interest in Securities of the Issuer.

 

Item 5(a) – (c) of the Schedule 13D is hereby amended and supplemented with the following:

 

(a) – (b)

 

The following sets forth, as of the date of this Amendment No. 5, the aggregate number of shares of Common Stock and percentage of Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Common Stock 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 of, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 73,430,522 shares of Common Stock outstanding as of April 30, 2024, as disclosed in the Issuer’s quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on May 9, 2024.

 

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		   Shared
power to
dispose or to
direct the
disposition		 
Great Hill Investors, LLC   18,917    *    18,917    0    18,917    0 
Great Hill Equity Partners IV, L.P.   5,299,483    7.2%   0    5,299,483    0    5,299,483 
Great Hill Partners GP IV, L.P.   5,299,483    7.2%   0    5,299,483    0    5,299,483 
GHP IV, LLC   5,299,483    7.2%   0    5,299,483    0    5,299,483 

* Less than 0.1%

 

GHI is the record holder of 18,917 shares of Common Stock. GHEP IV is the record holder of 5,266,713 shares of Common Stock. Pursuant to its amended and restated limited partnership agreements, GHEP IV may also be deemed to beneficially own (i) 16,385 shares of Common Stock held of record by Christopher Gaffney, and (ii) 16,385 shares of Common Stock held of record by Derek Schoettle. Each of Christopher Gaffney, who serves as Manager of GHI and GHP IV, and Derek Schoettle, who serves as Growth Partner of Great Hill Partners, L.P., served on the board of directors of the Issuer until May 2, 2024.

 

GHP IV is the general partner of GHP GP IV, which is the general partner of GHEP IV. Voting and investment determinations with respect to the securities held of record by GHEP IV are made by the managers of GHP IV. Voting and investment determinations with respect to the securities held of record by GHI are made by the managers of GHI. As such, each of the foregoing entities, the managers of GHP IV and the managers of GHI may be deemed to share beneficial ownership of the securities held of record by GHEP IV and GHI. Each of them disclaims beneficial ownership of any such securities, and the filing of this Amendment No. 5 shall not be construed as an admission that any such person is the beneficial owner of such securities for purposes of Section 13(d) or Section 13(g) of the Act or for any other purposes.

 

(c)        None.

 

 

 

 

CUSIP No. 45827U109 13D Page 7 of 7 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:   May 10, 2024

 

  Great Hill Investors, LLC
   
  By: /s/ John S. Dwyer
  Name: John S. Dwyer
  Title: Authorized Signatory
   
  Great Hill Equity Partners IV, L.P.
   
  By: /s/ John S. Dwyer
  Name: John S. Dwyer
  Title: Authorized Signatory
   
  Great Hill Partners GP IV, L.P.
   
  By: /s/ John S. Dwyer
  Name: John S. Dwyer
  Title: Authorized Signatory
   
  GHP IV, LLC
   
  By: /s/ John S. Dwyer
  Name: John S. Dwyer
  Title: Authorized Signatory