0000950142-22-001695.txt : 20220523 0000950142-22-001695.hdr.sgml : 20220523 20220523170056 ACCESSION NUMBER: 0000950142-22-001695 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220519 FILED AS OF DATE: 20220523 DATE AS OF CHANGE: 20220523 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: INTERNATIONAL BUSINESS MACHINES CORP CENTRAL INDEX KEY: 0000051143 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER & OFFICE EQUIPMENT [3570] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40853 FILM NUMBER: 22952585 BUSINESS ADDRESS: STREET 1: 1 NEW ORCHARD ROAD CITY: ARMONK STATE: NY ZIP: 10504 BUSINESS PHONE: 9144991900 MAIL ADDRESS: STREET 1: 1 NEW ORCHARD RD CITY: ARMONK STATE: NY ZIP: 10504 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Kyndryl Holdings, Inc. CENTRAL INDEX KEY: 0001867072 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 861185492 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 BUSINESS ADDRESS: STREET 1: ONE VANDERBILT AVENUE STREET 2: 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (212) 896-2098 MAIL ADDRESS: STREET 1: ONE VANDERBILT AVENUE STREET 2: 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: Kyndryl Holdings, LLC DATE OF NAME CHANGE: 20210611 4 1 es220254306_4-ibm.xml OWNERSHIP DOCUMENT X0306 4 2022-05-19 1 0001867072 Kyndryl Holdings, Inc. KD 0000051143 INTERNATIONAL BUSINESS MACHINES CORP ONE NEW ORCHARD ROAD ARMONK NY 10504 0 0 1 0 Common stock, par value $0.01 per share 2022-05-19 4 S 0 22301536 13.95 D 22301536 D Cash-Settled Swap 2022-05-19 4 P 1 22301536 13.95 A Common Stock 22301536 22301536 D The reporting person exchanged 22,301,536 shares of the common stock of the Issuer, together with $46 million in cash, to extinguish $357 million aggregate principal amount of indebtedness under a short-term credit facility of the reporting person in a debt-for-equity exchange. The reporting person entered into a cash-settled swap with the lender of the short-term credit facility as counterparty that established economic exposure to 22,301,536 shares of common stock of the Issuer (the number of shares, the "Notional Amount"). The swap agreement provides that, upon settlement of the swap, which will occur no later than November 2, 2022, if the arithmetic average of the volume-weighted average prices of the Issuer's common stock over the observation period of the swap (plus a guaranteed spread) is: (i) greater than $13.95, the counterparty will deliver to the reporting person an amount equal to the difference multiplied by the Notional Amount or (ii) less than $13.95, the reporting person will deliver to the counterparty an amount equal to the difference multiplied by the Notional Amount. /s/ Frank Sedlarcik, Vice President, Assistant General Counsel and Secretary 2022-05-23