0001104659-17-007238.txt : 20170208 0001104659-17-007238.hdr.sgml : 20170208 20170208101220 ACCESSION NUMBER: 0001104659-17-007238 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170208 DATE AS OF CHANGE: 20170208 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Inovalon Holdings, Inc. CENTRAL INDEX KEY: 0001619954 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 471830316 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88742 FILM NUMBER: 17581215 BUSINESS ADDRESS: STREET 1: 4321 COLLINGTON ROAD CITY: BOWIE STATE: MD ZIP: 20716 BUSINESS PHONE: 301-809-4000 MAIL ADDRESS: STREET 1: 4321 COLLINGTON ROAD CITY: BOWIE STATE: MD ZIP: 20716 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Lapis Ventures SAC Ltd CENTRAL INDEX KEY: 0001666137 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: WESSEX HOUSE, 2ND FLOOR STREET 2: 45 REID STREET CITY: HAMILTON STATE: D0 ZIP: HM 12 BUSINESS PHONE: 441-296-0541 MAIL ADDRESS: STREET 1: WESSEX HOUSE, 2ND FLOOR STREET 2: 45 REID STREET CITY: HAMILTON STATE: D0 ZIP: HM 12 SC 13G/A 1 a17-3794_3sc13ga.htm SC 13G/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 1-Exit Filing)*

 

Inovalon Holdings, Inc.

(Name of Issuer)

Class A Common Stock, $0.000005 par value per share

(Title of Class of Securities)

45781D101

(CUSIP Number)

N/A

(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 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).

 



 

SCHEDULE 13G

 

CUSIP No. 45781D101

 

 

1

Names of Reporting Persons
Lapis Ventures SAC Limited

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Bermuda

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
2,246,360 (1)(2)

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
2,246,360 (1)(2)

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
2,246,360 (1)(2)

 

 

10

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

 

 

11

Percent of Class Represented by Amount in Row (9)
3.35% (2)(3)(4)

 

 

12

Type of Reporting Person (See Instructions)
FI

 


(1) Consists of 2,246,360 shares of Class B Common Stock held of record by Lapis Ventures SAC Limited on behalf of Lapis Clinical.  Edward Allanby and Gary Sousa are the sole directors of Lapis Ventures SAC Limited and maintain joint voting and dispositive power over the shares held by Lapis Ventures SAC Limited. Mr. Allanby and Mr. Sousa disclaim beneficial ownership of the shares held by Lapis Ventures SAC Limited.

 

(2) The Class B Common Stock is convertible into the Class A Common Stock on a 1-for-1 basis (a) at any time at the holder’s option or (b) upon certain transfers of such shares, and has no expiration date.

 

(3) Based on 64,786,705 shares of Class A Common Stock outstanding as of December 31, 2016, as reported by the Issuer to Lapis Ventures SAC Limited, plus an aggregate of 2,246,360 shares of Class B Common Stock beneficially owned by Lapis Ventures SAC Limited, which are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of Lapis Ventures SAC Limited.

 

(4) Each share of Class A Common Stock is entitled to one vote, and each share of Class B Common Stock is entitled to ten votes.  There were 83,303,628 shares of Class B Common Stock outstanding as of December 31, 2016, as reported by the Issuer to Lapis Ventures SAC Limited, including the 2,246,360 shares of Class B Common Stock beneficially owned by Lapis Ventures SAC Limited.  The percentage reported does not reflect the ten for one voting power of the Class B Common Stock.

 

2



 

Item 1.

 

(a)

Name of Issuer:
Inovalon Holdings, Inc.

 

(b)

Address of Issuer’s Principal Executive Offices:
4321 Collington Road, Bowie, Maryland 20716

 

Item 2.

 

(a)

Name of Person Filing:
Lapis Ventures SAC Limited

 

(b)

Address of Principal Business Office or, if none, Residence:
The address for the principal business office of Lapis Ventures SAC Limited is: Wessex House, 2
nd Floor, 45 Reid Street, Hamilton HM 12, Bermuda

 

(c)

Citizenship:
Bermuda

 

(d)

Title and Class of Securities:
Class A Common Stock, $0.000005 par value per share

 

(e)

CUSIP No.:
45781D101

 

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:

 

Not applicable.

 

3



 

Item 4.

Ownership

 

(a)

Amount beneficially owned:   

2,246,360 (1)(2)

 

(b)

Percent of class:   

3.35% (2)(3)(4)

 

(c)

Number of shares as to which such person has:

 

 

 

(i)

Sole power to vote or to direct the vote:   

2,246,360 (1)(2)

 

 

(ii)

Shared power to vote or to direct the vote:    

None.

 

 

(iii)

Sole power to dispose or to direct the disposition of:   

2,246,360 (1)(2)

 

 

(iv)

Shared power to dispose or to direct the disposition of:   

None.

 

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 the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   x.

 

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 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.

 


(1) Consists of 2,246,360 shares of Class B Common Stock held of record by Lapis Ventures SAC Limited on behalf of Lapis Clinical.  Edward Allanby and Gary Sousa are the sole directors of Lapis Ventures SAC Limited and maintain joint voting and dispositive power over the shares held by Lapis Ventures SAC Limited. Mr. Allanby and Mr. Sousa disclaim beneficial ownership of the shares held by Lapis Ventures SAC Limited.

 

(2) The Class B Common Stock is convertible into the Class A Common Stock on a 1-for-1 basis (a) at any time at the holder’s option or (b) upon certain transfers of such shares, and has no expiration date.

 

(3) Based on 64,786,705 shares of Class A Common Stock outstanding as of December 31, 2016, as reported by the Issuer to Lapis Ventures SAC Limited, plus an aggregate of 2,246,360 shares of Class B Common Stock beneficially owned by Lapis Ventures SAC Limited, which are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of Lapis Ventures SAC Limited.

 

(4) Each share of Class A Common Stock is entitled to one vote, and each share of Class B Common Stock is entitled to ten votes.  There were 83,303,628 shares of Class B Common Stock outstanding as of December 31, 2016, as reported by the Issuer to Lapis Ventures SAC Limited, including the 2,246,360 shares of Class B Common Stock beneficially owned by Lapis Ventures SAC Limited.  The percentage reported does not reflect the ten for one voting power of the Class B Common Stock.

 

4



 

Item 10.

Certifications.

 

Not applicable.

 

SIGNATURE

 

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 8, 2017

 

 

LAPIS VENTURES SAC LIMITED

 

 

 

 

 

/s/ Edward Allanby

 

 

 

 

Name:

Edward Allanby

 

 

 

 

Title:

Director

 

5