0000950142-16-004864.txt : 20161130 0000950142-16-004864.hdr.sgml : 20161130 20161130171502 ACCESSION NUMBER: 0000950142-16-004864 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20161130 DATE AS OF CHANGE: 20161130 GROUP MEMBERS: GA-GTCO AIV, L.P. GROUP MEMBERS: GA-GTCO INTERHOLDCO, LLC GROUP MEMBERS: GA-GTCO US AIV, L.P. GROUP MEMBERS: GAP COINVESTMENTS CDA, L.P GROUP MEMBERS: GAP COINVESTMENTS III, LLC GROUP MEMBERS: GAP COINVESTMENTS IV, LLC GROUP MEMBERS: GAP-W, LLC GROUP MEMBERS: GAPSTAR, LLC GROUP MEMBERS: GENERAL ATLANTIC GENPAR, L.P. GROUP MEMBERS: GENERAL ATLANTIC LLC GROUP MEMBERS: GENERAL ATLANTIC PARTNERS 83, L.P. GROUP MEMBERS: GENERAL ATLANTIC PARTNERS 93, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Bats Global Markets, Inc. CENTRAL INDEX KEY: 0001659228 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES [6200] IRS NUMBER: 463583191 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-89554 FILM NUMBER: 162026005 BUSINESS ADDRESS: STREET 1: 8050 MARSHALL DRIVE STREET 2: SUITE 120 CITY: LENEXA STATE: KS ZIP: 66214 BUSINESS PHONE: (913) 815-7000 MAIL ADDRESS: STREET 1: 8050 MARSHALL DRIVE STREET 2: SUITE 120 CITY: LENEXA STATE: KS ZIP: 66214 FORMER COMPANY: FORMER CONFORMED NAME: BATS Global Markets, Inc. DATE OF NAME CHANGE: 20151123 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL ATLANTIC LLC CENTRAL INDEX KEY: 0001017645 IRS NUMBER: 133503735 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 55 EAST 52ND STREET STREET 2: 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10055 BUSINESS PHONE: 212 715 4000 MAIL ADDRESS: STREET 1: 55 EAST 52ND STREET STREET 2: 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10055 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL ATLANTIC PARTNERS LLC DATE OF NAME CHANGE: 19960626 SC 13G 1 eh1601191_13g-bats.htm SCHEDULE 13G

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

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

Bats Global Markets, Inc.
(Name of Issuer)

Common Stock, par value $0.01 per share
(Title of Class of Securities)

05491G109
(CUSIP Number)

November 28, 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 disclosures provided in a prior cover page.

The information required on 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).
 

 

 
 
CUSIP No. 05491G109
SCHEDULE 13G
Page 2 of 20
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
GA-GTCO Interholdco, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  ☒
(b)  o
3
SEC USE ONLY
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
8,815,536
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
8,815,536
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,815,536
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
9.4%
 
12
TYPE OF REPORTING PERSON
 
OO
 


 
CUSIP No. 05491G109
SCHEDULE 13G
Page 3 of 20
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
General Atlantic LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  ☒
(b)  o
3
SEC USE ONLY
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
8,815,536
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
8,815,536
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,815,536
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
9.4%
 
12
TYPE OF REPORTING PERSON
 
OO
 

 

 
 
CUSIP No. 05491G109
SCHEDULE 13G
Page 4 of 20
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
General Atlantic GenPar, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  ☒
(b)  o
3
SEC USE ONLY
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
8,815,536
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
8,815,536
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,815,536
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
9.4%
 
12
TYPE OF REPORTING PERSON
 
PN
 


 
 
CUSIP No. 05491G109
SCHEDULE 13G
Page 5 of 20
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
General Atlantic Partners 83, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  ☒
(b)  o
3
SEC USE ONLY
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
8,815,536
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
8,815,536
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,815,536
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
9.4%
 
12
TYPE OF REPORTING PERSON
 
PN
 



 
 
CUSIP No. 05491G109
SCHEDULE 13G
Page 6 of 20
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
General Atlantic Partners 93, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  ☒
(b)  o
3
SEC USE ONLY
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
8,815,536
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
8,815,536
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,815,536
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
9.4%
 
12
TYPE OF REPORTING PERSON
 
PN
 


 
CUSIP No. 05491G109
SCHEDULE 13G
Page 7 of 20
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
GA-GTCO US AIV, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  ☒
(b)  o
3
SEC USE ONLY
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
8,815,536
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
8,815,536
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,815,536
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
9.4%
 
12
TYPE OF REPORTING PERSON
 
PN
 
 
 

 
CUSIP No. 05491G109
SCHEDULE 13G
Page 8 of 20
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
GA-GTCO US AIV, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  ☒
(b)  o
3
SEC USE ONLY
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
8,815,536
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
8,815,536
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,815,536
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
9.4%
 
12
TYPE OF REPORTING PERSON
 
PN
 
 
 

 
CUSIP No. 05491G109
SCHEDULE 13G
Page 9 of 20
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
GAP-W, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  ☒
(b)  o
3
SEC USE ONLY
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
8,815,536
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
8,815,536
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,815,536
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
9.4%
 
12
TYPE OF REPORTING PERSON
 
OO
 
 

 
CUSIP No. 05491G109
SCHEDULE 13G
Page 10 of 20
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
GAP Coinvestments III, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  ☒
(b)  o
3
SEC USE ONLY
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
8,815,536
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
8,815,536
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,815,536
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
9.4%
 
12
TYPE OF REPORTING PERSON
 
OO
 
 

 
CUSIP No. 05491G109
SCHEDULE 13G
Page 11 of 20
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
GAP Coinvestments IV, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  ☒
(b)  o
3
SEC USE ONLY
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
8,815,536
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
8,815,536
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,815,536
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
9.4%
 
12
TYPE OF REPORTING PERSON
 
OO
 
 

 
CUSIP No. 05491G109
SCHEDULE 13G
Page 12 of 20
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
GAP Coinvestments CDA, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  ☒
(b)  o
3
SEC USE ONLY
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
8,815,536
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
8,815,536
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,815,536
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
9.4%
 
12
TYPE OF REPORTING PERSON
 
PN
 

 
CUSIP No. 05491G109
SCHEDULE 13G
Page 13 of 20
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
GapStar, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  ☒
(b)  o
3
SEC USE ONLY
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
8,815,536
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
8,815,536
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,815,536
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
9.4%
 
12
TYPE OF REPORTING PERSON
 
OO
 

 

 
CUSIP No. 05491G109
SCHEDULE 13G
Page 14 of 20
 
Item 1.
(a)
NAME OF ISSUER
 
 
 
 
 
Bats Global Markets, Inc. (the “Company”).
 
 
 
 
(b)
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
 
 
 
 
 
8050 Marshall Drive, Suite 120
Lenexa, KS 66214
 
 
 
Item 2.
(a)
NAMES OF PERSONS FILING

This statement is being filed on behalf of each of the following persons (collectively, the “Reporting Persons”)
 
 
(i)
GA-GTCO Interholdco, LLC (“GA-GTCO Interholdco”);

 
(ii)
General Atlantic LLC (“GA LLC”);

 
(iii)
General Atlantic GenPar, L.P. (“GenPar”);

 
(iv)
General Atlantic Partners 83, L.P. (“GAP 83”);

 
(v)
General Atlantic Partners 93, L.P. (“GAP 93”);

 
(vi)
GA-GTCO US AIV, L.P. (“GA US AIV”);

 
(vii)
GA-GTCO AIV, L.P. (“GA AIV”);

 
(viii)
GAP-W, LLC (“GAP-W”);

 
(ix)
GAP Coinvestments III, LLC (“GAPCO III”);

 
(x)
GAP Coinvestments IV, LLC (“GAPCO IV”);

 
(xi)
GAP Coinvestments CDA, L.P. (“GAPCO CDA”); and

 
(xii)
GapStar, LLC (“GapStar”).


 
(b)
ADDRESS OF PRINCIPAL BUSINESS OFFICE
 
c/o General Atlantic Service Company, LLC
55 East 52nd Street, 32nd Floor
New York, NY 10055
 

 
CUSIP No. 05491G109
SCHEDULE 13G
Page 15 of 20
  
 
(c)
CITIZENSHIP
 
 
(i)
GA-GTCO Interholdco - Delaware
 
(ii)
GA LLC - Delaware
 
(iii)
GenPar - Delaware
 
(iv)
GAP 83 - Delaware
 
(v)
GAP 93 - Delaware
 
(vi)
GA US AIV - Delaware
 
(vii)
GA AIV - Delaware
 
(viii)
GAP-W - Delaware
 
(ix)
GAPCO III - Delaware
 
(x)
GAPCO IV - Delaware
 
(xi)
GAPCO CDA - Delaware
 
(xii)
GapStar - Delaware

 
(d)
TITLE OF CLASS OF SECURITIES
 
Common Stock, par value $0.01 per share (the “Common Stock”).
 
 
(e)
CUSIP NUMBER
 
05491G109.
 
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:
 
Not applicable.
 
Item 4. 
 
OWNERSHIP.
 
As of November 28, 2016, the Reporting Persons owned the following number of shares of Common Stock:

(i)
GA-GTCO Interholdco owned of record 8,815,536 shares or 9.4% of the issued and outstanding shares of Common Stock.
(ii)
GA LLC owned of record no shares or 0.0% of the issued and outstanding shares of Common Stock.
(iii)
GenPar owned of record no shares or 0.0% of the issued and outstanding shares of Common Stock.
(iv)
GAP 83 owned of record no shares or 0.0% of the issued and outstanding shares of Common Stock.
(v)
GAP 93 owned of record no shares or 0.0% of the issued and outstanding shares of Common Stock.
(vi)
GA US AIV owned of record no shares or 0.0% of the issued and outstanding shares of Common Stock.
(vii)
GA AIV owned of record no shares or 0.0% of the issued and outstanding shares of Common Stock.
(viii)
GAP-W owned of record no shares or 0.0% of the issued and outstanding shares of Common Stock.
(ix)
GAPCO III owned of record no shares or 0.0% of the issued and outstanding shares of Common Stock.
(x)
GAPCO IV owned of record no shares or 0.0% of the issued and outstanding shares of Common Stock.
(xi)
GAPCO CDA owned of record no shares or 0.0% of the issued and outstanding shares of Common Stock.
(xii)
GapStar owned of record no shares or 0.0% of the issued and outstanding shares of Common Stock.
 

CUSIP No. 05491G109
SCHEDULE 13G
Page 16 of 20
  
The members of GA-GTCO Interholdco are GAP 83, GAP 93, GA US AIV, GA AIV, GAP-W, GAPCO III, GAPCO IV, GAPCO CDA and GapStar.   The general partner of GAP 83, GAP 93, GAP US AIV and GAP AIV is GenPar. GenPar is also the manager of GAP-W.  The general partner of GenPar is GA LLC.  GA LLC is the managing member of GAPCO III and GAPCO IV and the general partner of GAPCO CDA.  There are 24 managing directors of GA LLC (the “GA Managing Directors”) set forth on Schedule A hereto.  Certain GA Managing Directors are the members of GapStar.  The present principal occupation or employment of each of the GA Managing Directors is as a managing director of GA LLC. Each of the Managing Directors of GA LLC disclaims ownership of the shares of Common Stock except to the extent he has a pecuniary interest therein.  The name, the business address and the citizenship of each of the Managing Directors of GA LLC is attached hereto as Schedule A and is hereby incorporated by reference.

Amount Beneficially Owned:

By virtue of the relationship described above, each of the Reporting Persons may be deemed to beneficially own 8,815,536 shares of Common Stock.

Percentage Owned:

All calculations of percentage ownership herein are based on an aggregate of 93,873,991 shares of Common Stock outstanding  as of October 31, 2016 as reported in the Company’s Quarterly Report for the quarterly period ended September 30, 2016 on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2016.

Number of Common Stock as to Which Such Person Has Sole/Shared Power to Vote or to Direct the Vote and Sole/Shared Power to Dispose or to Direct the Disposition of:
 
(i)
Each of the Reporting Persons may be deemed to have the sole power to direct the voting and dispositions of the shares of Common Stock as indicated on such Reporting Person’s cover page included herein.

(ii)
Each of the Reporting Persons may be deemed to share the power to direct the voting and dispositions of the 8,815,536 shares of Common Stock that may be deemed to be owned beneficially by each of them.




 
CUSIP No. 05491G109
SCHEDULE 13G
Page 17 of 20
  
Item 5.
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

Not applicable.

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

Not applicable.
 
Item 8.
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

See Item 4, which states the identity of the members of the group filing this Schedule 13G.
 
Item 9.
NOTICE OF DISSOLUTION OF GROUP

Not applicable.
 
Item 10.
CERTIFICATION

By signing below we certify that, to the best of our knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 

 
CUSIP No. 05491G109
SCHEDULE 13G
Page 18 of 20
  
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 as of November 30, 2016
 
GA-GTCO INTERHOLDCO, LLC
 
       
By:
General Atlantic GenPar, L.P.,
 
 
Its managing member
 
       
By:
General Atlantic LLC,
 
 
Its general partner
 
       
By:
/s/ Thomas J. Murphy
 
 
Name:
Thomas J. Murphy
 
 
Title:
Managing Director
 
       
   
GENERAL ATLANTIC LLC
 
       
By:
/s/ Thomas J. Murphy
 
 
Name:
Thomas J. Murphy
 
 
Title:
Managing Director
 
       
   
GENERAL ATLANTIC GENPAR, L.P.
 
       
By:
General Atlantic LLC,
 
 
Its general partner
 
       
By:
/s/ Thomas J. Murphy
 
 
Name:
Thomas J. Murphy
 
 
Title:
Managing Director
 
       
   
 




 
CUSIP No. 05491G109
SCHEDULE 13G
Page 19 of 20
  
 
 
 
GENERAL ATLANTIC PARTNERS 83, L.P.
 
       
By:
General Atlantic GenPar, L.P.,
 
 
Its general partner
 
       
By:
General Atlantic LLC,
 
 
Its general partner
 
       
By:
/s/ Thomas J. Murphy
 
 
Name:
Thomas J. Murphy
 
 
Title:
Managing Director
 
       
   
GENERAL ATLANTIC PARTNERS 93, L.P.
 
       
By:
General Atlantic GenPar, L.P.,
 
 
Its general partner
 
       
By:
General Atlantic LLC,
 
 
Its general partner
 
       
By:
/s/ Thomas J. Murphy
 
 
Name:
Thomas J. Murphy
 
 
Title:
Managing Director
 
       
   
GA-GTCO, US AIV, L.P.
 
       
By:
General Atlantic GenPar, L.P.,
 
 
Its general partner
 
       
By:
General Atlantic LLC,
 
 
Its general partner
 
       
By:
/s/ Thomas J. Murphy
 
 
Name:
Thomas J. Murphy
 
 
Title:
Managing Director
 
       
   
GA-GTCO, AIV, L.P.
 
       
By:
General Atlantic GenPar, L.P.,
 
 
Its general partner
 
       
By:
General Atlantic LLC,
 
 
Its general partner
 
       
By:
/s/ Thomas J. Murphy
 
 
Name:
Thomas J. Murphy
 
 
Title:
Managing Director
 
       
   
 

 
CUSIP No. 05491G109
SCHEDULE 13G
Page 19 of 20
  
 
GAP-W, LLC
 
       
By:
General Atlantic GenPar, L.P.,
 
 
Its manager
 
       
By:
General Atlantic LLC,
 
 
Its general partner
 
       
By:
/s/ Thomas J. Murphy
 
 
Name:
Thomas J. Murphy
 
 
Title:
Managing Director
 
       
       
GAP COINVESTMENTS III, LLC
 
       
By:
General Atlantic LLC,
 
 
Its managing member
 
       
By:
/s/ Thomas J. Murphy
 
 
Name:
Thomas J. Murphy
 
 
Title:
Managing Director
 
       
       
GAP COINVESTMENTS IV, LLC
 
       
By:
General Atlantic LLC,
 
 
Its managing member
 
       
By:
/s/ Thomas J. Murphy
 
 
Name:
Thomas J. Murphy
 
 
Title:
Managing Director
 
       
   
GAP COINVESTMENTS CDA, L.P.
 
       
By:
General Atlantic LLC,
 
 
Its general partner
 
       
By:
/s/ Thomas J. Murphy
 
 
Name:
Thomas J. Murphy
 
 
Title:
Managing Director
 
       
   
GAPSTAR, LLC
 
       
       
By:
/s/ Thomas J. Murphy
 
 
Name:
Thomas J. Murphy
 
 
Title:
Vice President
 

 



JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13D-1(k)(1)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is accurate.

November 30, 2016
 
 
GA-GTCO INTERHOLDCO, LLC
 
       
By:
General Atlantic GenPar, L.P.,
 
 
Its managing member
 
       
By:
General Atlantic LLC,
 
 
Its general partner
 
       
By:
/s/ Thomas J. Murphy
 
 
Name:
Thomas J. Murphy
 
 
Title:
Managing Director
 
       
   
GENERAL ATLANTIC LLC
 
       
By:
/s/ Thomas J. Murphy
 
 
Name:
Thomas J. Murphy
 
 
Title:
Managing Director
 
       
   
GENERAL ATLANTIC GENPAR, L.P.
 
       
By:
General Atlantic LLC,
 
 
Its general partner
 
       
By:
/s/ Thomas J. Murphy
 
 
Name:
Thomas J. Murphy
 
 
Title:
Managing Director
 
       
   
 
 

 
GENERAL ATLANTIC PARTNERS 83, L.P.
 
       
By:
General Atlantic GenPar, L.P.,
 
 
Its general partner
 
       
By:
General Atlantic LLC,
 
 
Its general partner
 
       
By:
/s/ Thomas J. Murphy
 
 
Name:
Thomas J. Murphy
 
 
Title:
Managing Director
 
       
   
GENERAL ATLANTIC PARTNERS 93, L.P.
 
       
By:
General Atlantic GenPar, L.P.,
 
 
Its general partner
 
       
By:
General Atlantic LLC,
 
 
Its general partner
 
       
By:
/s/ Thomas J. Murphy
 
 
Name:
Thomas J. Murphy
 
 
Title:
Managing Director
 
       
   
GA-GTCO, US AIV, L.P.
 
       
By:
General Atlantic GenPar, L.P.,
 
 
Its general partner
 
       
By:
General Atlantic LLC,
 
 
Its general partner
 
       
By:
/s/ Thomas J. Murphy
 
 
Name:
Thomas J. Murphy
 
 
Title:
Managing Director
 
       
   
GA-GTCO, AIV, L.P.
 
       
By:
General Atlantic GenPar, L.P.,
 
 
Its general partner
 
       
By:
General Atlantic LLC,
 
 
Its general partner
 
       
By:
/s/ Thomas J. Murphy
 
 
Name:
Thomas J. Murphy
 
 
Title:
Managing Director
 
       
   







 
GAP-W, LLC
 
       
By:
General Atlantic GenPar, L.P.,
 
 
Its manager
 
       
By:
General Atlantic LLC,
 
 
Its general partner
 
       
By:
/s/ Thomas J. Murphy
 
 
Name:
Thomas J. Murphy
 
 
Title:
Managing Director
 
       
       
GAP COINVESTMENTS III, LLC
 
       
By:
General Atlantic LLC,
 
 
Its managing member
 
       
By:
/s/ Thomas J. Murphy
 
 
Name:
Thomas J. Murphy
 
 
Title:
Managing Director
 
       
       
GAP COINVESTMENTS IV, LLC
 
       
By:
General Atlantic LLC,
 
 
Its managing member
 
       
By:
/s/ Thomas J. Murphy
 
 
Name:
Thomas J. Murphy
 
 
Title:
Managing Director
 
       
   
GAP COINVESTMENTS CDA, L.P.
 
       
By:
General Atlantic LLC,
 
 
Its general partner
 
       
By:
/s/ Thomas J. Murphy
 
 
Name:
Thomas J. Murphy
 
 
Title:
Managing Director
 
       
   
GAPSTAR, LLC
 
       
       
By:
/s/ Thomas J. Murphy
 
 
Name:
Thomas J. Murphy
 
 
Title:
Vice President
 

 

 

 
 
 
SCHEDULE A
 
GA Managing Directors

Name
Business Address
Citizenship
Steven A. Denning
(Chairman)
600 Steamboat Road
Greenwich, Connecticut 06830
United States
William E. Ford
(Chief Executive Officer)
55 East 52nd Street
32nd Floor
New York, New York 10055
United States
J. Frank Brown
(Chief Operating Officer)
55 East 52nd Street
32nd Floor
New York, New York 10055
United States
Thomas J. Murphy
(Chief Financial Officer)
600 Steamboat Road
Greenwich, Connecticut 06830
United States
John D. Bernstein
23 Savile Row
London W1S 2ET
United Kingdom
United Kingdom
Gabriel Caillaux
23 Savile Row
London W1S 2ET
United Kingdom
France
Andrew Crawford
 
55 East 52nd Street
32nd Floor
New York, New York 10055
United States
Alex Crisses
55 East 52nd Street
32nd Floor
New York, New York 10055
United States
Mark F. Dzialga
600 Steamboat Road
Greenwich, Connecticut 06830
United States
Martin Escobari
Rua Dr. Renato Paes de Barros, 1017
15Ú andar
04530-001
Sao Paulo, Brazil
Bolivia and Brazil




Name
Business Address
Citizenship
David C. Hodgson
55 East 52nd Street
32nd Floor
New York, New York 10055
United States
René M. Kern
55 East 52nd Street
32nd Floor
New York, New York 10055
United States and Germany
Jonathan C. Korngold
55 East 52nd Street
32nd Floor
New York, New York 10055
United States
Christopher G. Lanning
55 East 52nd Street
32nd Floor
New York, New York 10055
United States
Anton J. Levy
55 East 52nd Street
32nd Floor
New York, New York 10055
United States
Sandeep Naik
Level 19, Birla Aurora
Dr. Annie Besant Road
Worli, Mumbai 400 030
India
United States
Joern Nikolay
Maximilianstrasse 35b
80539 Munich
Germany
Germany




Name
Business Address
Citizenship
Andrew C. Pearson
600 Steamboat Road
Greenwich, Connecticut 06830
United States
Brett B. Rochkind
228 Hamilton Ave.
Palo Alto, CA 94301
United States
David A. Rosenstein
55 East 52nd Street
32nd Floor
New York, New York 10055
United States
Graves Tompkins
55 East 52nd Street
32nd Floor
New York, New York 10055
United States
Robbert Vorhoff
55 East 52nd Street
32nd Floor
New York, New York 10055
United States
Ke Wei
Suite 1704, 17/F Alexandra House
18 Chater Road
Central, Hong Kong
China
PRC
Chi Eric Zhang
Suite 1704, 17/F Alexandra House
18 Chater Road
Central, Hong Kong
China
Hong Kong SAR