0000902664-24-001517.txt : 20240214 0000902664-24-001517.hdr.sgml : 20240214 20240214060243 ACCESSION NUMBER: 0000902664-24-001517 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20240214 DATE AS OF CHANGE: 20240214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Maplebear Inc. CENTRAL INDEX KEY: 0001579091 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] ORGANIZATION NAME: 07 Trade & Services IRS NUMBER: 460723335 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-94401 FILM NUMBER: 24631810 BUSINESS ADDRESS: STREET 1: 50 BEALE STREET, SUITE 600 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: (888) 246-7822 MAIL ADDRESS: STREET 1: 50 BEALE STREET, SUITE 600 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: D1 Capital Partners L.P. CENTRAL INDEX KEY: 0001747057 ORGANIZATION NAME: IRS NUMBER: 822247965 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET STREET 2: 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 390-9100 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET STREET 2: 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13G 1 p24-0780sc13g.htm

 

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No.)*
 

Maplebear Inc.

(Name of Issuer)
 

Common Stock, $0.0001 par value

(Title of Class of Securities)
 

565394103

(CUSIP Number)
 

December 31, 2023

(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)
x Rule 13d-1(d)
 
(Page 1 of 7 Pages)

 

______________________________

*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. 565394103

13GPage 2 of 7 Pages

 

1

NAME OF REPORTING PERSON

 

D1 Capital Partners L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

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

37,841,935

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

28,896,739

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

37,841,935

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

13.5%

12

TYPE OF REPORTING PERSON

PN, IA

         

 

 

 

CUSIP No. 565394103

13GPage 3 of 7 Pages

 

1

NAME OF REPORTING PERSON

 

Daniel Sundheim

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5

SOLE VOTING POWER

12,212

6

SHARED VOTING POWER

37,841,935

7

SOLE DISPOSITIVE POWER

12,212

8

SHARED DISPOSITIVE POWER

28,896,739

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

37,854,147

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

13.5%

12

TYPE OF REPORTING PERSON

IN, HC

         

 

 

CUSIP No. 565394103

13GPage 4 of 7 Pages

 

Item 1(a) Name of Issuer.
   
  Maplebear Inc. (the "Issuer")

 

Item 1(b). Address of Issuer's Principal Executive Offices.
   
 

50 Beale Street, Suite 600

San Francisco, CA 94105

 

Item 2(a). Name of Person Filing.
   
 

This statement is filed by D1 Capital Partners L.P. (the "Investment Manager") and Daniel Sundheim ("Mr. Sundheim"). The foregoing persons are hereinafter sometimes referred to as the "Reporting Persons."

 

The Investment Manager is a registered investment adviser and serves as the investment manager of private investment vehicles and accounts, including D1 Iconoclast Holdings LP ("D1 Iconoclast") and D1 Master Holdco I LLC ("D1 Master Holdco"), and as an investment consultant to certain private investment vehicles and accounts, including GCM Grosvenor IC SPV, LLC ("GCM IC") and GCM Grosvenor IC SPV 2, LLC ("GCM IC 2" and together with D1 Iconoclast, D1 Master Holdco and GCM IC, the "Investment Vehicles"). Mr. Sundheim may be deemed to beneficially own the reported securities by virtue of the fact that Mr. Sundheim indirectly controls the Investment Manager.

 

The Reporting Persons may be deemed to be members of a group for purposes of Section 13(d) of the Act with Grosvenor Capital Management, L.P. and certain of its affiliates which are filing separately on Schedule 13G.  This filing shall not be deemed to be an affirmation that such a group exists for purposes of the Act or for any other purpose. 

 

The filing of this statement should not be construed as an admission that any Reporting Person is, for the purposes of Section 13 of the Securities Exchange Act of 1934, as amended, the beneficial owner of the securities reported herein.

   
Item 2(b). Address of Principal Business Office.
   
 

D1 Capital Partners L.P.

9 West 57th Street, 36th Floor

New York, New York 10019

 

Daniel Sundheim

c/o D1 Capital Partners L.P.

9 West 57th Street, 36th Floor

New York, New York 10019

   
Item 2(c). Place of Organization.
   
 

Investment Manager – Delaware

Mr. Sundheim – United States of America

 

 

CUSIP No. 565394103

13GPage 5 of 7 Pages

 

Item 2(d). Title of Class of Securities.
   
  Common stock, $0.0001 par value (the "Common Stock")

 

Item 2(e) CUSIP Number.
   
  565394103

  

Item 3. If this Statement is Filed Pursuant to §§ 240.13d-1(b) or 240.13d-2(b), or (c), check whether the Person Filing is a:

 

  (a) ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
  (b) ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
  (c) ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
  (d) ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
  (e) ¨ An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
  (f) ¨

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

 

  (g) ¨

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 

  (h) ¨

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);

 

  (i) ¨

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) ¨ A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
  (k) ¨ Group, in accordance with §240.13d-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:___________________________________________

         

 

Item 4. Ownership.
   
 

The information required by Items 4(a) – (c) is set forth in Rows (5) – (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.

 

 

 

CUSIP No. 565394103

13GPage 6 of 7 Pages

 

  The percentages set forth herein are calculated based upon 280,215,950 shares of Common Stock outstanding as of October 31, 2023 as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, filed with the Securities and Exchange Commission on November 13, 2023.

 

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.
   
  The Investment Vehicles have the right to receive and the power to direct the receipt of dividends from, and the proceeds from the sale of, the shares of Common Stock reported herein.  D1 Master Holdco, an Investment Vehicle, has the right to receive or the power to direct the receipt of dividends or the proceeds from the sale of more than 5% of the shares of Common Stock.

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
   
  Not applicable.

 

Item 8. Identification and Classification of Members of the Group.
   
  Not applicable.

 

Item 9. Notice of Dissolution of Group.
   
  Not applicable.

 

Item 10. Certification.
   
  Not applicable.

 

 

 

CUSIP No. 565394103

13GPage 7 of 7 Pages

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Date:  February 14, 2024  
  D1 Capital Partners L.P.
   
  By:  /s/ Amanda Hector   
  Name:  Amanda Hector   
  Title:    General Counsel and Chief Compliance Officer
   
   
   
  /s/ Daniel Sundheim
  DANIEL SUNDHEIM

 

 

Exhibit 99.1

JOINT FILING AGREEMENT

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Date:  February 14, 2024  
  D1 Capital Partners L.P.
   
  By:  /s/ Amanda Hector   
  Name:  Amanda Hector
  Title:    General Counsel and Chief Compliance Officer
   
   
   
  /s/ Daniel Sundheim
  DANIEL SUNDHEIM