CUSIP No. G06242104 | |||||
1 | NAME OF REPORTING PERSONS I.R.S IDENTIFICATION NOS. OF ABOVE PERSONS Michael Cannon-Brookes | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ | ||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Australia | ||||
NUMBER OF SHARES | 5 | SOLE VOTING POWER 68,199,731 (1)(2) | |||
BENEFICIALLY OWNED BY EACH | 6 | SHARED VOTING POWER 0 | |||
REPORTING PERSON | 7 | SOLE DISPOSITIVE POWER 68,199,731 (1)(2) | |||
WITH | 8 | SHARED DISPOSITIVE POWER 0 | |||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 68,199,731 (1)(2) | ||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 44.7% (2)(3)(4) | ||||
12 | TYPE OF REPORTING PERSON IN |
(1) | Represents 13,751,241 Class B ordinary shares held by Michael Cannon-Brookes and 54,448,490 Class B ordinary shares held by Grokco Pty Ltd as trustee of the Grok Trust. The reporting person has sole voting power and sole dispositive power with respect to these shares. |
(2) | Each Class B ordinary share is convertible into one Class A ordinary share at any time at the option of the holder and upon the occurrence of certain other events as described in the Issuer's Articles of Association. In addition, each Class B ordinary share will automatically convert into one Class A ordinary share upon any transfer, except for certain permitted transfers described in the Issuer's Articles of Association. |
(3) | The percent of class was calculated based on 84,455,558 Class A ordinary shares outstanding as of December 31, 2016, as reported by the Issuer to the reporting person, plus 68,199,731 Class B ordinary shares beneficially owned by the reporting person, which are treated as converted into Class A ordinary shares only for the purposes of computing the percentage ownership of the reporting person pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended. Each Class A ordinary share is entitled to one vote and each Class B ordinary share is entitled to ten votes. The percentage reported does not reflect the ten for one voting power of the Class B ordinary shares. |
(4) | There were 84,455,558 Class A ordinary shares and 138,011,962 Class B ordinary shares outstanding as of December 31, 2016, as reported by the Issuer to the reporting person, including the 68,199,731 Class B ordinary shares beneficially owned by the reporting person. The 68,199,731 Class B ordinary shares held by the reporting person represent 46.6% of the aggregate combined voting power of the Class A ordinary shares and Class B ordinary shares. |
(a) | Name of Issuer: |
(b) | Address of Issuer’s Principal Executive Offices: |
(a) | Name of Person Filing: |
(b) | Address of Principal Business Office or, if None, Residence: |
(c) | Citizenship: |
(d) | Title of Class of Securities: |
(e) | CUSIP Number: |
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 associations 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) | [ ] Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
Item 7 | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |