0001193125-18-041789.txt : 20180213 0001193125-18-041789.hdr.sgml : 20180213 20180213114002 ACCESSION NUMBER: 0001193125-18-041789 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180213 DATE AS OF CHANGE: 20180213 GROUP MEMBERS: FOUNDATION CAPITAL MANAGEMENT CO. VI, L.L.C. GROUP MEMBERS: FOUNDATION CAPITAL VI PRINCIPALS FUND, L.L.C. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Azure Power Global Ltd CENTRAL INDEX KEY: 0001633438 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 000000000 STATE OF INCORPORATION: CA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-89669 FILM NUMBER: 18600971 BUSINESS ADDRESS: STREET 1: 3RD FLOOR STREET 2: WORLDMARK 3, AEROCITY CITY: NEW DELHI STATE: K7 ZIP: 110037 BUSINESS PHONE: 2304543200 MAIL ADDRESS: STREET 1: C/O AAA GLOBAL SERVICES LTD. STREET 2: 1ST FLOOR, THE EXCHANGE 18 CYBERCITY CITY: EBENE STATE: O4 ZIP: 00000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FOUNDATION CAPITAL VI LP CENTRAL INDEX KEY: 0001433196 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O FOUNDATION CAPITAL STREET 2: 70 WILLOW ROAD, SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-614-0500 MAIL ADDRESS: STREET 1: C/O FOUNDATION CAPITAL STREET 2: 70 WILLOW ROAD, SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 SC 13G/A 1 d535384dsc13ga.htm SC 13G/A SC 13G/A

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. 1)

 

 

Azure Power Global Ltd

(Name of Issuer)

Equity Shares, Par Value Rs. 0.04 (US$0.000625) Per Share

(Title of Class of Securities)

V0393H103

(CUSIP Number)

December 31, 2017

(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. V0393H103   13G  

 

  1.   

Names of Reporting Persons

 

Foundation Capital VI, L.P.

  2.  

Check the Appropriate Box if a Member of a Group (see instructions)

(a)  ☐        (b)  ☒ (1)

 

  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 shares

   6.   

Shared Voting Power

 

3,464,089 shares (2)

   7.   

Sole Dispositive Power

 

0 shares

   8.   

Shared Dispositive Power

 

3,464,089 shares (2)

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

3,464,089 shares (2)

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

 

11.  

Percent of Class Represented by Amount in Row 9

 

13.3%

12.  

Type of Reporting Person (see instructions)

 

PN

 

(1) This Schedule 13G is filed by Foundation Capital VI, L.P. (“FC6”), Foundation Capital VI Principals Fund, L.L.C. (“FC6P”) and Foundation Capital Management Co. VI, L.L.C. (“FC6M” and together with FC6 and FC6P, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Includes (i) 3,425,833 shares held by FC6 and (ii) 38,256 shares held by FC6P. FC6M serves as the sole general partner of FC6 and serves as the manager of FC6P. As such, FC6M possesses voting and dispositive power over the shares held by FC6 and FC6P, and may be deemed to have indirect beneficial ownership of the shares held by FC6 and FC6P. FC6M owns no securities of the Issuer directly. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2017.
(3) This percentage is calculated based upon 25,985,057 equity shares outstanding as of December 31, 2017, as set forth in the Issuer’s Form 6-K filed with the Securities and Exchange Commission on February 8, 2018.

 

2


CUSIP No. V0393H103   13G  

 

  1.   

Names of Reporting Persons

 

Foundation Capital VI Principals Fund, L.L.C.

  2.  

Check the Appropriate Box if a Member of a Group (see instructions)

(a)  ☐        (b)  ☒ (1)

 

  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 shares

   6.   

Shared Voting Power

 

3,464,089 shares (2)

   7.   

Sole Dispositive Power

 

0 shares

   8.   

Shared Dispositive Power

 

3,464,089 shares (2)

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

3,464,089 shares (2)

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

 

11.  

Percent of Class Represented by Amount in Row 9

 

13.3%

12.  

Type of Reporting Person (see instructions)

 

OO

 

(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Includes (i) 3,425,833 shares held by FC6 and (ii) 38,256 shares held by FC6P. FC6M serves as the sole general partner of FC6 and serves as the manager of FC6P. As such, FC6M possesses voting and dispositive power over the shares held by FC6 and FC6P, and may be deemed to have indirect beneficial ownership of the shares held by FC6 and FC6P. FC6M owns no securities of the Issuer directly. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2017.
(3) This percentage is calculated based upon 25,985,057 equity shares outstanding as of December 31, 2017, as set forth in the Issuer’s Form 6-K filed with the Securities and Exchange Commission on February 8, 2018.

 

3


CUSIP No. V0393H103   13G  

 

  1.   

Names of Reporting Persons

 

Foundation Capital Management Co. VI, L.L.C.

  2.  

Check the Appropriate Box if a Member of a Group (see instructions)

(a)  ☐        (b)  ☒ (1)

 

  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 shares

   6.   

Shared Voting Power

 

3,464,089 shares (2)

   7.   

Sole Dispositive Power

 

0 shares

   8.   

Shared Dispositive Power

 

3,464,089 shares (2)

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

3,464,089 shares (2)

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

 

11.  

Percent of Class Represented by Amount in Row 9

 

13.3%

12.  

Type of Reporting Person (see instructions)

 

OO

 

(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Includes (i) 3,425,833 shares held by FC6 and (ii) 38,256 shares held by FC6P. FC6M serves as the sole general partner of FC6 and serves as the manager of FC6P. As such, FC6M possesses voting and dispositive power over the shares held by FC6 and FC6P, and may be deemed to have indirect beneficial ownership of the shares held by FC6 and FC6P. FC6M owns no securities of the Issuer directly. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2017.
(3) This percentage is calculated based upon 25,985,057 equity shares outstanding as of December 31, 2017, as set forth in the Issuer’s Form 6-K filed with the Securities and Exchange Commission on February 8, 2018.

 

4


Item 1(a). Name of Issuer:

Azure Power Global Ltd

 

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

3rd Floor, Worldmark 3, Aerocity

New Delhi K7 110037

2304543200

 

Item 2(a). Name of Person Filing:

Foundation Capital VI, L.P. (“FC6”)

Foundation Capital VI Principals Fund, L.L.C. (“FC6P”)

Foundation Capital Management Co. VI, L.L.C. (“FC6M”)

 

Item 2(b). Address of Principal Business Office or, if none, Residence:

c/o Foundation Capital

550 High Street, 3rd Floor

Palo Alto, California 94301

 

Item 2(c). Citizenship:

 

FC6       Delaware
FC6P       Delaware
FC6M       Delaware

 

Item 2(d). Title of Class of Securities: Equity Shares, Par Value Rs. 0.04 (US$0.000625) Per Share (“Equity Shares”)

 

Item 2(e). CUSIP Number: V0393H103

 

Item 3. Not applicable.

 

Item 4. Ownership. The following information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2017:

 

Reporting Persons    Shares Held
Directly (1)
     Sole Voting
Power
     Shared
Voting
Power
     Sole
Dispositive
Power
     Shared
Dispositive
Power
     Beneficial
Ownership
     Percentage
of Class (3)
 

FC6

     3,425,833        0        3,464,089        0        3,464,089        3,464,089        13.3

FC6P

     38,256        0        3,464,089        0        3,464,089        3,464,089        13.3

FC6M (2)

     0        0        3,464,089        0        3,464,089        3,464,089        13.3

 

(1) Represents the number of Equity Shares held by the Reporting Person.
(2) FC6M serves as the sole general partner of FC6 and serves as the manager of FC6P. As such, FC6M possesses voting and dispositive power over the shares held by FC6 and FC6P and may be deemed to have indirect beneficial ownership of the shares held by FC6 and FC6P. FC6M owns no securities of the Issuer directly.
(3) This percentage is calculated based upon 25,985,057 equity shares outstanding as of December 31, 2017, as set forth in the Issuer’s Form 6-K filed with the Securities and Exchange Commission on February 8, 2018.

 

Item 5. Ownership of 5 Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following  

 

Item 6. Ownership of More than 5 Percent on Behalf of Another Person

Not applicable.

 

5


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 a Group

Not applicable.

 

Item 10. Certification

Not applicable.

 

6


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.

Dated: February 12, 2018

 

FOUNDATION CAPITAL MANAGEMENT CO. VI, L.L.C.
By:  

/s/ William B. Elmore

  Manager
FOUNDATION CAPITAL VI, L.P.
By:   Foundation Capital Management Co. VI, L.L.C., its General Partner
By:  

/s/ William B. Elmore

  Manager
FOUNDATION CAPITAL VI PRINCIPALS FUND, L.L.C.
By:   Foundation Capital Management Co. VI, L.L.C., its Manager
By:  

/s/ William B. Elmore

  Manager

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

 

7


AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of the shares of Common Stock of Azure Power Global Ltd

Dated: February 12, 2018

 

FOUNDATION CAPITAL MANAGEMENT CO. VI, L.L.C.
By:  

/s/ William B. Elmore

  Manager
FOUNDATION CAPITAL VI, L.P.
By:   Foundation Capital Management Co. VI, L.L.C., its General Partner
By:  

/s/ William B. Elmore

  Manager
FOUNDATION CAPITAL VI PRINCIPALS FUND, L.L.C.
By:   Foundation Capital Management Co. VI, L.L.C., its Manager
By:  

/s/ William B. Elmore

  Manager

 

8