October 5, 2021
|
(Date of Event Which Requires Filing of this Statement)
|
CUSIP No. 8719OU100
|
13G
|
Page 2 of 17 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Viking Global Investors LP |
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
||||
(a)☐
|
|||||
(b)☐
|
|
|
|||
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
|
|
|
||
1,020,408* |
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
1,020,408* |
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,020,408* |
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)*
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
4.6%* |
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN |
|
|
|||
|
|
CUSIP No. 8719OU100
|
13G
|
Page 3 of 17 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Viking Global Performance LLC |
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
||||
(a)☐
|
|||||
(b)☐
|
|
|
|||
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
|
|
|
||
738,891* |
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
738,891* |
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
738,891* |
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)*
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
3.3%* |
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO |
|
|
|||
|
|
CUSIP No. 8719OU100
|
13G
|
Page 4 of 17 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Viking Global Equities II LP
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
||||
(a)☐
|
|||||
(b)☐
|
|
|
|||
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
|
|
|
||
14,778*
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
14,778*
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
14,778*
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)*
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
0.1%*
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
CUSIP No. 8719OU100
|
13G
|
Page 5 of 17 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Viking Global Equities Master Ltd. |
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
||||
(a)☐
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands |
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0 |
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
724,113* |
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
724,113* |
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
724,113* |
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)*
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
3.3%* |
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)*
|
|
|
||
CO |
|
|
|||
|
|
CUSIP No. 8719OU100
|
13G
|
Page 6 of 17 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Viking Long Fund GP LLC |
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
||||
(a)☐
|
|||||
(b)☐
|
|
|
|||
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
|
|
|
||
281,517* |
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
281,517* |
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
281,517* |
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)*
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
1.3%* |
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)*
|
|
|
||
OO |
|
|
|||
|
|
CUSIP No. 8719OU100
|
13G
|
Page 7 of 17 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Viking Long Fund Master Ltd. |
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
||||
(a)☐
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands |
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0 |
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
281,517* |
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
281,517* |
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
281,517* |
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)*
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
1.3%* |
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)*
|
|
|
||
CO |
|
|
|||
|
|
CUSIP No. 8719OU100
|
13G
|
Page 8 of 17 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
O. Andreas Halvorsen
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
||||
(a)☐
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Norway |
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0 |
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
1,020,408* |
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
1,020,408* |
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,020,408* |
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)*
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
4.6%* |
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)*
|
|
|
||
IN |
|
|
|||
|
|
CUSIP No. 8719OU100
|
13G
|
Page 9 of 17 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
David C. Ott |
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
||||
(a)☐
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
United States |
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0 |
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
1,020,408* |
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
1,020,408* |
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,020,408* |
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)*
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
4.6%* |
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)*
|
|
|
||
IN |
|
|
|||
|
|
CUSIP No. 8719OU100
|
13G
|
Page 10 of 17 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Rose S. Shabet |
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
||||
(a)☐
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
United States |
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0 |
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
1,020,408* |
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
1,020,408* |
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,020,408* |
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)*
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
4.6%* |
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)*
|
|
|
||
IN |
|
|
|||
|
|
CUSIP No. 8719OU100
|
13G
|
Page 11 of 17 Pages
|
Item 1(a). |
Name of Issuer:
|
Item 1(b). |
Address of Issuer’s Principal Executive Offices:
|
Item 2(a). |
Name of Person Filing:
|
Item 2(b). |
Address of Principal Business Office or, if none, Residence:
|
Item 2(c). |
Citizenship:
|
Item 2(d). |
Titles of Classes of Securities:
|
Item 2(e). |
CUSIP NUMBER: 8719OU100 (This CUSIP number applies to the Issuer’s ADS)
|
Item 3. |
If This Statement is Filed Pursuant to Rule 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 Exchange Act
|
(b) |
☐ Bank as defined in Section 3(a)(6) of the Exchange Act
|
(c) |
☐ Insurance company as defined in Section 3(a)(19) of the Exchange Act
|
(d) |
☐ Investment company registered under Section 8 of the Investment Company Act of 1940
|
(e) |
☐ Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940: see Rule 13d-1(b)(1)(ii)(E)
|
(f) |
☐ Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Rule 13d-1(b)(1)(ii)(F)
|
(g) |
☐ Parent holding company, in accordance with Rule 13d-1(b)(1)(ii)(G).
|
(h) |
☐ Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act.
|
CUSIP No. 8719OU100
|
13G
|
Page 12 of 17 Pages
|
(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.
|
(j) |
☐ Non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
|
(k) |
☐ Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
|
Item 4. |
Ownership:
|
A. |
VGI
|
(a) |
Amount beneficially owned: 1,020,408
|
(b) |
Percent of Class: 4.6%
|
(c) |
Number of shares as to which such person has:
|
(i) |
Sole power to vote or to direct the vote: 0
|
(ii) |
Shared power to vote or to direct the vote: 1,020,408
|
(iii) |
Sole power to dispose or to direct the disposition of: 0
|
(iv) |
Shared power to dispose or to direct the disposition of: 1,020,408
|
B. |
VGP
|
(a) |
Amount beneficially owned: 738,891
|
(b) |
Percent of Class: 3.3%
|
(c) |
Number of shares as to which such person has:
|
(i) |
Sole power to vote or to direct the vote: 0
|
(ii) |
Shared power to vote or to direct the vote: 738,891
|
(iii) |
Sole power to dispose or to direct the disposition of: 0
|
CUSIP No. 8719OU100
|
13G
|
Page 13 of 17 Pages
|
(iv) | Shared power to dispose or to direct the disposition of: 738,891 |
C. |
VGEII
|
(a) |
Amount beneficially owned: 14,778
|
(b) |
Percent of Class: 0.1%
|
(c) |
Number of shares as to which such person has:
|
(i) |
Sole power to vote or to direct the vote: 0
|
(ii) |
Shared power to vote or to direct the vote: 14,778
|
(iii) |
Sole power to dispose or to direct the disposition of: 0
|
(iv) |
Shared power to dispose or to direct the disposition of: 14,778
|
D. |
VGEM
|
(a) |
Amount beneficially owned: 724,113
|
(b) |
Percent of Class: 3.3%
|
(c) |
Number of shares as to which such person has:
|
(i) |
Sole power to vote or to direct the vote: 0
|
(ii) |
Shared power to vote or to direct the vote: 724,113
|
(iii) |
Sole power to dispose or to direct the disposition of: 0
|
(iv) |
Shared power to dispose or to direct the disposition of: 724,113
|
E. |
VLFGP
|
(a) |
Amount beneficially owned: 281,517
|
(b) |
Percent of Class: 1.3%
|
(c) |
Number of shares as to which such person has:
|
(i) |
Sole power to vote or to direct the vote: 0
|
(ii) |
Shared power to vote or to direct the vote: 281,517
|
(iii) |
Sole power to dispose or to direct the disposition of: 0
|
(iv) |
Shared power to dispose or to direct the disposition of: 281,517
|
CUSIP No. 8719OU100
|
13G
|
Page 14 of 17 Pages
|
F. |
VLFM
|
(a) |
Amount beneficially owned: 281,517
|
(b) |
Percent of Class: 1.3%
|
(c) |
Number of shares as to which such person has:
|
(i) |
Sole power to vote or to direct the vote: 0
|
(ii) |
Shared power to vote or to direct the vote: 281,517
|
(iii) |
Sole power to dispose or to direct the disposition of: 0
|
(iv) |
Shared power to dispose or to direct the disposition of: 281,517
|
G. |
O. Andreas Halvorsen, David C. Ott and Rose S. Shabet
|
(a) |
Amount beneficially owned: 1,020,408
|
(b) |
Percent of Class: 4.6%
|
(c) |
Number of shares as to which such person has:
|
(i) |
Sole power to vote or to direct the vote: 0
|
(ii) |
Shared power to vote or to direct the vote: 1,020,408
|
(iii) |
Sole power to dispose or to direct the disposition of: 0
|
(iv) |
Shared power to dispose or to direct the disposition of: 1,020,408
|
Item 5. |
Ownership of Five Percent or Less of a Class.
|
Item 6. |
Ownership of More than Five Percent on Behalf of Another Person.
|
CUSIP No. 8719OU100
|
13G
|
Page 15 of 17 Pages
|
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
|
Item 8. |
Identification and Classification of Members of the Group.
|
Item 9. |
Notice of Dissolution of Group.
|
Item 10. |
Certification. (if filing pursuant to Rule 13d-1(c))
|
CUSIP No. 8719OU100
|
13G
|
Page 16 of 17 Pages
|
By:
|
/s/ Scott M. Hendler
|
||
Name:
|
Scott M. Hendler on behalf of O. Andreas Halvorsen (1)
|
||
By:
|
/s/ Scott M. Hendler
|
||
Name:
|
Scott M. Hendler on behalf of David C. Ott (2)
|
||
By:
|
/s/ Scott M. Hendler
|
||
Name:
|
Scott M. Hendler on behalf of Rose S. Shabet (3)
|
CUSIP No. 8719OU100
|
13G
|
Page 17 of 17 Pages
|
By:
|
/s/ Scott M. Hendler
|
||
Name:
|
Scott M. Hendler on behalf of O. Andreas Halvorsen (1)
|
||
By:
|
/s/ Scott M. Hendler
|
||
Name:
|
Scott M. Hendler on behalf of David C. Ott (2)
|
||
By:
|
/s/ Scott M. Hendler
|
||
Name:
|
Scott M. Hendler on behalf of Rose S. Shabet (3)
|