SAP SE
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(f/k/a SAP AG)
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(Name of Issuer)
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ORDINARY SHARES, WITHOUT NOMINAL VALUE
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(Title of Class of Securities)
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803054204
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(CUSIP Number)
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May 4, 2015
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(Date of Event Which Requires Filing of this Statement)
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Item 1(a)
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Item 1(b)
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Item 2(a)
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Item 2(b)
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Item 2(c)
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Item 2(d)
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Item 2(e)
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Item 3
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Item 4
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Item 5
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Item 6
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Item 7
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Item 8
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Item 9
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Item 10
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SIGNATURES
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Exhibit Index
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CUSIP No.
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803054204
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13G
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1
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NAME OF REPORTING PERSON
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Mr. Udo Tschira, Mr. Harald Tschira and Dr. Johann Irsigler as executors of the estate of Dr. h.c. Klaus Tschira
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Federal Republic of Germany
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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92,079,5951
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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92,079,5952
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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92,079,5953
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☑
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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7.7%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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1
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This amount includes 2,738,000 ordinary shares held by the estate or Erbengemeinschaft (a community of heirs under German law) of Dr. h.c. Klaus Tschira (hereinafter “EG”), of which the executors are the reporting person hereunder, 56,860,955 ordinary shares owned by Klaus Tschira Stiftung gGmbH and 32,480,640 ordinary shares owned by Dr. h.c. Tschira Beteiligungs GmbH & Co. KG. EG exercises the voting and dispositive powers over the ordinary shares held by Klaus Tschira Stiftung gGmbH and Dr. h.c. Tschira Beteiligungs GmbH & Co. KG.
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2
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This amount includes 2,738,000 ordinary shares held by EG, of which the executors are the reporting person hereunder, 56,860,955 ordinary shares owned by Klaus Tschira Stiftung gGmbH and 32,480,640 ordinary shares owned by Dr. h.c. Tschira Beteiligungs GmbH & Co. KG. EG exercises the voting and dispositive powers over the ordinary shares held by Klaus Tschira Stiftung gGmbH and Dr. h.c. Tschira Beteiligungs GmbH & Co. KG.
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3
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This amount excludes 4,042,680 and 4,288,680 ordinary shares that are owned by Mr. Udo Tschira and Mr. Harald Tschira, respectively, in their individual capacities.
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CUSIP No.
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803054204
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13G
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1
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NAME OF REPORTING PERSON
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Dr. h.c. Tschira Beteiligungs GmbH & Co. KG
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Federal Republic of Germany
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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32,480,640
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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32,480,640
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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32,480,640
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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2.7%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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CUSIP No.
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803054204
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13G
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1
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NAME OF REPORTING PERSON
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Dr. h.c. Tschira Verwaltungs GmbH
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Federal Republic of Germany
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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32,480,6401
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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32,480,6402
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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32,480,640
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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2.7%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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1
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This amount includes 32,480,640 ordinary shares owned by Dr. h.c. Tschira Beteiligungs GmbH & Co. KG. Dr. h.c. Tschira Verwaltungs GmbH exercises the voting and dispositive power over the ordinary shares held by such entity.
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2
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This amount includes 32,480,640 ordinary shares owned by Dr. h.c. Tschira Beteiligungs GmbH & Co. KG. Dr. h.c. Tschira Verwaltungs GmbH exercises the voting and dispositive power over the ordinary shares held by such entity.
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CUSIP No.
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803054204
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13G
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1
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NAME OF REPORTING PERSON
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Klaus Tschira Stiftung gGmbH
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Federal Republic of Germany
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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56,860,955
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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56,860,955
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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56,860,955
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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4.8%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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Item 1(a) | Name of Issuer: |
Item 1(b) | Address of Issuer’s Principal Executive Offices: |
Item 2(a) | Name of Person Filing: |
(i) | Mr. Udo Tschira, Mr. Harald Tschira and Dr. Johann Irsigler as executors of the estate or Erbengemeinschaft (a community of heirs under German law) of Dr. h.c. Klaus Tschira (hereinafter “EG”) with respect to Shares beneficially owned by EG and with respect to Shares beneficially owned by Klaus Tschira Stiftung gGmbH and Dr. h.c. Tschira Beteiligungs GmbH & Co. KG. |
(ii) | Dr. h.c. Tschira Beteiligungs GmbH & Co. KG, with respect to Shares beneficially owned by it. |
(iii) | Dr. h.c. Tschira Verwaltungs GmbH, with respect to Shares beneficially owned by it and Dr. h.c. Tschira Beteiligungs GmbH & Co. KG. |
(iv) | Klaus Tschira Stiftung gGmbH, with respect to Shares beneficially owned by it. |
Item 2(b) | Address of Principal Business Office or, if none, Residence: |
Item 2(c) | Citizenship: |
(i) | Each of Mr. Udo Tschira, Mr. Harald Tschira and Dr. Johann Irsigler is a citizen of the Federal Republic of Germany. |
(ii) | Dr. h.c. Tschira Beteiligungs GmbH & Co. KG is a limited partnership organized under the laws of the Federal Republic of Germany. |
(iii) | Dr. h.c. Tschira Verwaltungs GmbH is a limited liability company organized under the laws of the Federal Republic of Germany. |
(iv) | Klaus Tschira Stiftung gGmbH is a corporation organized under the laws of the Federal Republic of Germany. |
Item 2(d) | Title of Class of Securities: |
Item 2(e) | CUSIP Number: |
Item 3 | If this statement is filed pursuant to §§240.13d-1(b) or 240.13-2(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) | ☐ A non-U.S. institution in accordance with §240.13d—1(b)(1)(ii)(J); |
(k) | ☐ Group, in accordance with §240.13d—1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d—1(b)(1)(ii)(J), please specify the type of institution: ___. |
Item 4 | Ownership. |
(A) | Mr. Udo Tschira, Mr. Harald Tschira and Dr. Johann Irsigler as executors of EG: |
1
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This amount excludes 4,042,680 and 4,288,680 ordinary shares that are owned by Mr. Udo Tschira and Mr. Harald Tschira, respectively, in their individual capacities.
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2
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This amount includes 2,738,000 ordinary shares held by EG, of which the executors are the said Reporting Person, 56,860,955 ordinary shares owned by Klaus Tschira Stiftung gGmbH and 32,480,640 ordinary shares owned by Dr. h.c. Tschira Beteiligungs GmbH & Co. KG. EG exercises the voting and dispositive powers over the ordinary shares held by Klaus Tschira Stiftung gGmbH and Dr. h.c. Tschira Beteiligungs GmbH & Co. KG.
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3
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This amount includes 2,738,000 ordinary shares held by EG, of which the executors are the said Reporting Person, 56,860,955 ordinary shares owned by Klaus Tschira Stiftung gGmbH and 32,480,640 ordinary shares owned by Dr. h.c. Tschira Beteiligungs GmbH & Co. KG. EG exercises the voting and dispositive powers over the ordinary shares held by Klaus Tschira Stiftung gGmbH and Dr. h.c. Tschira Beteiligungs GmbH & Co. KG.
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4
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This amount includes 32,480,640 ordinary shares owned by Dr. h.c. Tschira Beteiligungs GmbH & Co. KG. Dr. h.c. Tschira Verwaltungs GmbH exercises the voting and dispositive power over the ordinary shares held by such entity.
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5
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This amount includes 32,480,640 ordinary shares owned by Dr. h.c. Tschira Beteiligungs GmbH & Co. KG. Dr. h.c. Tschira Verwaltungs GmbH exercises the voting and dispositive power over the ordinary shares held by such entity.
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UDO TSCHIRA
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By:
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/s/ Udo Tschira
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HARALD TSCHIRA
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By:
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/s/ Harald Tschira
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DR. JOHANN IRSIGLER
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By:
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/s/ Dr. Johann Irsigler
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DR. H.C. TSCHIRA BETEILIGUNGS GMBH & CO. KG
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By:
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Dr. h.c. Tschira Verwaltungs GmbH, as general partner
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By:
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/s/ Udo Tschira
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Name:
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Udo Tschira
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Title:
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Managing Director
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DR. H.C. TSCHIRA VERWALTUNGS GMBH
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By:
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/s/ Udo Tschira
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Name:
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Udo Tschira
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Title:
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Managing Director
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KLAUS TSCHIRA STIFTUNG GGMBH
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By:
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/s/ Udo Tschira
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Name:
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Udo Tschira
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Title:
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Managing Director
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