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