0000950103-17-000719.txt : 20170130 0000950103-17-000719.hdr.sgml : 20170130 20170130141935 ACCESSION NUMBER: 0000950103-17-000719 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20170130 DATE AS OF CHANGE: 20170130 GROUP MEMBERS: HASSO PLATTNER VERWALTUNGS-GMBH GROUP MEMBERS: HP ENDOWMENT GMBH & CO. KG SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SAP SE CENTRAL INDEX KEY: 0001000184 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: 2M FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-54237 FILM NUMBER: 17556691 BUSINESS ADDRESS: STREET 1: DIETMAR-HOPP-ALLEE 16 CITY: WALLDORF STATE: 2M ZIP: 69190 BUSINESS PHONE: 0114962277 MAIL ADDRESS: STREET 1: DIETMAR-HOPP-ALLEE 16 CITY: WALLDORF STATE: 2M ZIP: 69190 FORMER COMPANY: FORMER CONFORMED NAME: SAP AG DATE OF NAME CHANGE: 20091023 FORMER COMPANY: FORMER CONFORMED NAME: SAP AKTIENGESELLSCHAFT SYSTEMS APPLICATIONS PRODUCTS IN DATA DATE OF NAME CHANGE: 19960807 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Plattner Hasso CENTRAL INDEX KEY: 0001299083 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: C/O WIPFLER & PARTNER STREET 2: MAX-PLANCK-STRASSE 8 CITY: WALLDORF STATE: 2M ZIP: D-69190 SC 13G/A 1 dp72358_sc13ga13.htm FORM SC 13G/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

_____________________

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934
(Amendment No. 13)*

_____________________

SAP SE
(f/k/a SAP AG)
(Name of Issuer)

ORDINARY SHARES, WITHOUT NOMINAL VALUE
(Title of Class of Securities)

803054204
(CUSIP Number)

DECEMBER 31, 2016
(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 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. 803054204

1.	Names of reporting persons I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Dr. Hasso Plattner
2.	Check the appropriate box if a member of a group (a) ☐ (b) ☐
3.	SEC use only
4.	Citizenship or place of organization Federal Republic of Germany

Number of shares beneficially owned by each reporting person

with

Sole voting power

16,206,751

Shared voting power

71,653,910*

Sole dispositive power

16,206,751

Shared dispositive power

71,653,910*

9.	Aggregate amount beneficially owned by each reporting person 87,860,661*
10.	Check box if the aggregate amount in Row 11 excludes certain shares ☐
11.	Percent of class represented by amount in Row 9 7.33%
12.	Type of reporting person IN

Includes 71,653,910 ordinary shares owned by HP Endowment GmbH & Co. KG (f/k/a HP Vermögensverwaltungs GmbH & Co. KG). Dr. Plattner exercises voting and dispositive powers with respect to the ordinary shares held by such entity.

CUSIP No. 803054204

1.	Names of reporting persons I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Hasso Plattner Verwaltungs-GmbH
2.	Check the appropriate box if a member of a group (a) ☐ (b) ☐
3.	SEC use only
4.	Citizenship or place of organization Federal Republic of Germany

Number of shares beneficially owned by each reporting person

with

Sole voting power

Shared voting power

71,653,910*

Sole dispositive power

Shared dispositive power

71,653,910*

9.	Aggregate amount beneficially owned by each reporting person 71,653,910*
10.	Check box if the aggregate amount in Row 9 excludes certain shares ☐
11.	Percent of class represented by amount in Row 9 5.98%
12.	Type of reporting person CO

Includes 71,653,910 ordinary shares owned by HP Endowment GmbH & Co. KG (f/k/a HP Vermögensverwaltungs GmbH & Co. KG). Hasso Plattner Verwaltungs-GmbH exercises voting and dispositive powers of the ordinary shares held by such entity.

CUSIP No. 803054204

1.	Names of reporting persons I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) HP Endowment GmbH & Co. KG (f/k/a HP Vermögensverwaltungs GmbH & Co. KG)
2.	Check the appropriate box if a member of a group (a) ☐ (b) ☐
3.	SEC use only
4.	Citizenship or place of organization Federal Republic of Germany

Number of shares beneficially owned by each reporting person

with

Sole voting power

71,653,910

Shared voting power

Sole dispositive power

71,653,910

Shared dispositive power

9.	Aggregate amount beneficially owned by each reporting person 71,653,910
10.	Check box if the aggregate amount in Row 11 excludes certain shares ☐
11.	Percent of class represented by amount in Row 9 5.98%
12.	Type of reporting person PN

ITEM 1(A). Name of Issuer.

The name of the issuer is SAP SE (f/k/a SAP AG) (the "Company").

ITEM 1(B). Address of Issuer's Principal Executive Offices.

The Company's principal executive offices are located at Dietmar Hopp Allee 16, 69190 Walldorf, Federal Republic of Germany.

ITEM 2(A). Name of Person Filing.

This Amendment No. 13 to Schedule 13G is filed pursuant to a Joint Filing Agreement, dated January 27, 2017 by the following persons with respect to an aggregate of 87,860,661 ordinary shares of the Company (collectively, the "Shares") as described below:

(i) Dr. Hasso Plattner, with respect to the 16,206,751 Shares owned personally by Dr. Hasso Plattner and the 71,653,910 Shares owned by HP Endowment GmbH & Co. KG (f/k/a HP Vermögensverwaltungs GmbH & Co. KG).

(ii) Hasso Plattner Verwaltungs-GmbH ("Verwaltungs-GmbH"), with respect to the Shares owned by Endowment-KG.

(iii) HP Endowment GmbH & Co. KG (f/k/a HP Vermögensverwaltungs GmbH & Co. KG) ("Endowment-KG"), with respect to the Shares owned by it.

The foregoing persons are hereinafter referred to collectively as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

ITEM 2(B). Address of Principal Business Office or, if None, Residence.

The address of the principal business office of each of the Reporting Persons is Röschbacher Hof 2, 69198 Schriesheim, Federal Republic of Germany.

ITEM 2(C). Citizenship.

(i) Dr. Hasso Plattner is a citizen of the Federal Republic of Germany.

(ii) Verwaltungs-GmbH is a corporation organized under the laws of the Federal Republic of Germany.

(iii) Endowment-KG is a limited liability partnership organized under the laws of the Federal Republic of Germany.

ITEM 2(D). Title of Class of Securities.

Ordinary shares, without nominal value.

ITEM 2(E). CUSIP Number.

803054204

ITEM 3. If this Statement is Filed Pursuant to Rules 13d-1(b) or 13d- 2(b) or (c), Check Whether the Person Filing is a:

(a) ☐ Broker or dealer registered under Section 15 of the Act,

(b) ☐ Bank as defined in Section 3(a)(6) of the Act,

(d) ☐ Investment Company registered under Section 8 of the Investment Company Act of 1940,

(e) ☐ Investment Adviser in accordance with Rule 13d-1 (b)(l)(ii)(E),

(f) ☐ Employee Benefit Plan or Endowment Fund in accordance with 13d-1 (b)(l)(ii)(F),

(g) ☐ Parent Holding Company or control person in accordance with Rule 13d-1 (b)(l)(ii)(G), (h) D Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,

(i) ☐ Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940, or

(j) ☐ Group, in accordance with Rule 13d-1(b)(l)(ii)(J).

ITEM 4. Ownership.

The percentages used herein and in the rest of Item 4 are calculated based upon 1,197,953,197 ordinary shares (excluding 30.551.035 treasury shares) of the Company issued and outstanding as of December 31, 2015, as reflected in the Company's Form 20-F, filed with the Securities and Exchange Commission on March 29, 2016, as of the close of business on December 31, 2016:

A. DR. HASSO PLATTNER

(a) Amount beneficially owned: 87,860,661

(b) Percent of class: 7.33%

(ii) Shared power to vote or direct the vote: 71,653,910

(iii) Sole power to dispose or direct the disposition: 16,206,751

(iv) Shared power to dispose or direct the disposition: 71,653,910

B. HASSO PLATTNER VERWALTUNGS-GMBH

(a) Amount beneficially owned: 71,653,910

(b) Percent of class: 5.98%

(ii) Shared power to vote or direct the vote: 71,653,910

(iii) Sole power to dispose or direct the disposition: 0

(iv) Shared power to dispose or direct the disposition: 71,653,910

D. HP ENDOWMENT GMBH & CO. KG (F/K/A HP VERMÖGENSVERWALTUNGS GMBH & CO. KG)

(a) Amount beneficially owned: 71,653,910

(b) Percent of class: 5.98%

(ii) Shared power to vote or direct the vote: 0

(iii) Sole power to dispose or direct the disposition: 71,653,910

(iv) Shared power to dispose or direct the disposition: 0

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. ☐

ITEM 6. Ownership of More Than Five Percent on Behalf of Another Person.

To the knowledge of the Reporting Persons, other persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares. However, no such persons have an interest in more than five percent of the ordinary shares.

ITEM 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Not Applicable.

ITEM 8. Identification and Classification of Members of the Group.

Not Applicable.

ITEM 9. Notice of Dissolution of Group.

Not Applicable.

ITEM 10. Certification.

Not Applicable.

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: January 27, 2017

	Prof. Dr. h.c. Hasso Plattner

	By:	/s/ Rouven Westphal
		Dr. Rouven Westphal
		Attorney-In-Fact
	DR. HASSO PLATTNER

	HASSO PLATTNER VERWALTUNGS-GMBH

	By:	/s/ Dr. Rouven Westphal
		Name: Dr. Rouven Westphal
		Title: Managing Director

HP ENDOWMENT GMBH & CO. KG (F/K/A HP VERMÖGENSVERWALTUNGS GMBH & CO. KG)

By:	Hasso Plattner Verwaltungs-GmbH, as sole general partner

	By:	/s/ Rouven Westphal
		Name: Dr. Rouven Westphal
		Title: Managing Director

EXHIBIT INDEX

EXHIBIT NO.	EXHIBIT DESCRIPTION
99	Joint Filing Agreement, dated January 27, 2017 by and between Dr. Hasso Plattner, Hasso Plattner Verwaltungs-GmbH and HP Endowment GmbH & Co. KG

EX-99 2 dp72358_ex99.htm EXHIBIT 99

Exhibit 99

JOINT FILING AGREEMENT

Each of the undersigned hereby agrees that the statement on Schedule 13G/A (Amendment No. 13) with respect to the ordinary shares, without nominal value, of SAP SE (f/k/a SAP AG) is, and any amendment thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended. Each of the undersigned hereby further agrees that this Joint Filing Agreement be included as an exhibit to such statement and any such amendment. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

Dated: January 27, 2017

	Prof. Dr. h.c. Hasso Plattner

	By:	/s/ Rouven Westphal
		Dr. Rouven Westphal
		Attorney-In-Fact
	DR. HASSO PLATTNER

	HASSO PLATTNER VERWALTUNGS-GMBH

	By:	/s/ Dr. Rouven Westphal
		Name: Dr. Rouven Westphal
		Title: Managing Director

HP ENDOWMENT GMBH & CO. KG (F/K/A HP VERMÖGENSVERWALTUNGS GMBH & CO. KG)

By:	Hasso Plattner Verwaltungs-GmbH, as sole general partner

	By:	/s/ Rouven Westphal
		Name: Dr. Rouven Westphal
		Title: Managing Director