SC 13G 1 sch13g.htm SCHEDULE 13G GLOBANT SA sch13g.htm
 
 

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

SCHEDULE 13G
Under the Securities Exchange Act of 1934
 
 

Globant S.A.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
L44385 109
(CUSIP Number)
December 31, 2014
(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)
[X] 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. L44385 109 13G

1.
 
Name of Reporting Persons:
 
Riverwood Capital GP 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:
 
2,440,041
 
6.
 
Shared Voting Power:
 
0
 
7.
 
Sole Dispositive Power:
 
2,440,041
 
8.
 
Shared Dispositive Power:
 
0
9.
 
Aggregate Amount Beneficially Owned by Each Reporting Person:
 
2,440,041
10.
 
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
[  ]
11.
 
Percent of Class Represented by Amount in Row (9):
 
7.3%(1)
12.
 
Type of Reporting Person (See Instructions):
 
OO
 
 
(1)
Based upon 33,345,158 Shares outstanding, as reported in the Issuer’s Prospectus filed pursuant to Rule 424(b)(4) dated July 17, 2014 and filed with the Securities and Exchange Commission on July 18, 2014.

 
 

 


CUSIP No. L44385 109 13G
 
1.
 
Name of Reporting Persons:
 
Riverwood Capital L.P.
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:
 
2,440,041
 
6.
 
Shared Voting Power:
 
0
 
7.
 
Sole Dispositive Power:
 
2,440,041
 
8.
 
Shared Dispositive Power:
 
0
9.
 
Aggregate Amount Beneficially Owned by Each Reporting Person:
 
2,440,041
10.
 
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
[  ]
11.
 
Percent of Class Represented by Amount in Row (9):
 
7.3%(1)
12.
 
Type of Reporting Person (See Instructions):
 
PN
 
 
(1)
Based upon 33,345,158 Shares outstanding, as reported in the Issuer’s Prospectus filed pursuant to Rule 424(b)(4) dated July 17, 2014 and filed with the Securities and Exchange Commission on July 18, 2014.


 
 

 


CUSIP No. L44385 109 13G
 
1.
 
Name of Reporting Persons:
 
Riverwood Capital Partners L.P.
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:
 
1,395,541
 
6.
 
Shared Voting Power:
 
0
 
7.
 
Sole Dispositive Power:
 
1,395,541
 
8.
 
Shared Dispositive Power:
 
0
9.
 
Aggregate Amount Beneficially Owned by Each Reporting Person:
 
1,395,541
10.
 
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
[  ]
11.
 
Percent of Class Represented by Amount in Row (9):
 
4.2%(1)
12.
 
Type of Reporting Person (See Instructions):
 
PN
 
 
(1)
Based upon 33,345,158 Shares outstanding, as reported in the Issuer’s Prospectus filed pursuant to Rule 424(b)(4) dated July 17, 2014 and filed with the Securities and Exchange Commission on July 18, 2014.

 
 

 


CUSIP No. L44385 109 13G
 
1.
 
Name of Reporting Persons:
 
Riverwood Capital Partners (Parallel – A) L.P.
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:
 
481,135
 
6.
 
Shared Voting Power:
 
0
 
7.
 
Sole Dispositive Power:
 
481,135
 
8.
 
Shared Dispositive Power:
 
0
9.
 
Aggregate Amount Beneficially Owned by Each Reporting Person:
 
481,135
10.
 
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
[  ]
11.
 
Percent of Class Represented by Amount in Row (9):
 
1.4%(1)
12.
 
Type of Reporting Person (See Instructions):
 
PN
 
 
(1)
Based upon 33,345,158 Shares outstanding, as reported in the Issuer’s Prospectus filed pursuant to Rule 424(b)(4) dated July 17, 2014 and filed with the Securities and Exchange Commission on July 18, 2014.


 
 

 


CUSIP No. L44385 109 13G
 
1.
 
Name of Reporting Persons:
 
Riverwood Capital Partners (Parallel – B) L.P.
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:
 
563,365
 
6.
 
Shared Voting Power:
 
0
 
7.
 
Sole Dispositive Power:
 
563,365
 
8.
 
Shared Dispositive Power:
 
0
9.
 
Aggregate Amount Beneficially Owned by Each Reporting Person:
 
563,365
10.
 
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
[  ]
11.
 
Percent of Class Represented by Amount in Row (9):
 
1.7%(1)
12.
 
Type of Reporting Person (See Instructions):
 
PN
 
 
(1)
Based upon 33,345,158 Shares outstanding, as reported in the Issuer’s Prospectus filed pursuant to Rule 424(b)(4) dated July 17, 2014 and filed with the Securities and Exchange Commission on July 18, 2014.


 
 

 


CUSIP No. L44385 109 13G
 
1.
 
Name of Reporting Persons:
 
Riverwood Capital 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:
 
5,156,438
 
6.
 
Shared Voting Power:
 
0
 
7.
 
Sole Dispositive Power:
 
5,156,438
 
8.
 
Shared Dispositive Power:
 
0
9.
 
Aggregate Amount Beneficially Owned by Each Reporting Person:
 
5,156,438
10.
 
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
[  ]
11.
 
Percent of Class Represented by Amount in Row (9):
 
15.5%(1)
12.
 
Type of Reporting Person (See Instructions):
 
OO
 
 
(1)
Based upon 33,345,158 Shares outstanding, as reported in the Issuer’s Prospectus filed pursuant to Rule 424(b)(4) dated July 17, 2014 and filed with the Securities and Exchange Commission on July 18, 2014.


 
 

 


CUSIP No. L44385 109 13G

1.
 
Name of Reporting Persons:
 
Ironwood Management, 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:
 
5,156,438
 
6.
 
Shared Voting Power:
 
0
 
7.
 
Sole Dispositive Power:
 
0
 
8.
 
Shared Dispositive Power:
 
0
9.
 
Aggregate Amount Beneficially Owned by Each Reporting Person:
 
5,156,438
10.
 
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
[  ]
11.
 
Percent of Class Represented by Amount in Row (9):
 
15.5%(1)
12.
 
Type of Reporting Person (See Instructions):
 
IA
 
 
(1)
Based upon 33,345,158 Shares outstanding, as reported in the Issuer’s Prospectus filed pursuant to Rule 424(b)(4) dated July 17, 2014 and filed with the Securities and Exchange Commission on July 18, 2014.

 
 

 

CUSIP No. L44385 109 13G

1.
 
Name of Reporting Persons:
 
Riverwood Capital Management L.P.
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:
 
5,156,438
 
6.
 
Shared Voting Power:
 
0
 
7.
 
Sole Dispositive Power:
 
0
 
8.
 
Shared Dispositive Power:
 
0
9.
 
Aggregate Amount Beneficially Owned by Each Reporting Person:
 
5,156,438
10.
 
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
[  ]
11.
 
Percent of Class Represented by Amount in Row (9):
 
15.5%(1)
12.
 
Type of Reporting Person (See Instructions):
 
IA
 
 
(1)
Based upon 33,345,158 Shares outstanding, as reported in the Issuer’s Prospectus filed pursuant to Rule 424(b)(4) dated July 17, 2014 and filed with the Securities and Exchange Commission on July 18, 2014.

 
 

 

CUSIP No. L44385 109 13G

1.
 
Name of Reporting Persons:
 
Riverwood Capital Management 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:
 
5,156,438
 
6.
 
Shared Voting Power:
 
0
 
7.
 
Sole Dispositive Power:
 
0
 
8.
 
Shared Dispositive Power:
 
0
9.
 
Aggregate Amount Beneficially Owned by Each Reporting Person:
 
5,156,438
10.
 
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
[  ]
11.
 
Percent of Class Represented by Amount in Row (9):
 
15.5%(1)
12.
 
Type of Reporting Person (See Instructions):
 
OO
 
 
(1)
Based upon 33,345,158 Shares outstanding, as reported in the Issuer’s Prospectus filed pursuant to Rule 424(b)(4) dated July 17, 2014 and filed with the Securities and Exchange Commission on July 18, 2014.

 
 

 

Item 1.

(a) Name of Issuer:

Globant S.A. (the “Issuer”)

(b) Address of Issuer’s Principal Executive Offices:

5 rue Guillaume Kroll
L-1882, Luxembourg

Item 2.

(a) Name of Person Filing:

Riverwood Capital GP Ltd. (“Riverwood GP”)
Riverwood Capital L.P. (“Riverwood LP”)
Riverwood Capital Partners L.P. (“RCP”)
Riverwood Capital Partners (Parallel – A) L.P. (“RCP Parallel – A”)
Riverwood Capital Partners (Parallel – B) L.P. (“RCP Parallel – B”)
Riverwood Capital LLC (“Riverwood LLC”)
Ironwood Management, LLC (“Ironwood”)
Riverwood Capital Management L.P. (“Riverwood Management LP”)
Riverwood Capital Management Ltd. (“Riverwood Management GP”)

The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.”

(b) Address of Principal Business Office, or, if None, Residence:

The principal business office for all persons filing:

70 Willow Road, Suite 100
Menlo Park, CA 94025

(c) Citizenship:

See Item 4 of each cover page.

(d) Title of Class of Securities:

Common Stock (the “Shares”)

(e) CUSIP Number:

L44385 109

Item 3.

Not Applicable.

Item 4. Ownership.

(a) Amount beneficially owned:

As of the date hereof, each of the Reporting Persons may be deemed to be the beneficial owner of the Shares listed on such Reporting Person’s cover page, with the following Reporting Persons holding the Shares directly: (i) RCP holds 1,395,541

 
 

 

Shares directly, (ii) RCP Parallel – A holds 481,135 Shares directly, (iii) RCP Parallel – B holds 563,365 Shares directly, and (iv) Riverwood LLC holds 5,156,438 Shares directly.

Riverwood LP is the sole general partner of each of RCP, RCP Parallel – A and RCP Parallel – B (collectively, the “RCP Partnerships”). Riverwood GP is the sole general partner of Riverwood LP. Ironwood is the sole management company of Riverwood LLC and has voting authority over the Shares. Riverwood Management LP is the sole member of Riverwood LLC. Riverwood Management GP is the sole general partner of Riverwood Management LP.

The shareholders of Riverwood GP have the power to vote or to direct the vote of, and the investment committee of Riverwood GP has the power to dispose or to direct the disposition of, the Shares that are beneficially owned by Riverwood GP, Riverwood LP and the RCP Partnerships. Each shareholder and investment committee member of Riverwood GP disclaims beneficial ownership of all Shares beneficially owned by Riverwood GP, Riverwood LP and the RCP Partnerships. The directors of Riverwood Management GP have the power to vote or to direct the vote of the Shares that are beneficially owned by Riverwood Management GP, Riverwood Management LP, Ironwood and Riverwood LLC. The directors of Riverwood Management GP disclaim beneficial ownership of all Shares beneficially owned by Riverwood Management GP, Riverwood Management LP, Ironwood and Riverwood LLC.


(b) Percent of class:

See Item 11 on the cover pages hereto.

(c) Number of Shares as to which the Reporting Person has:

(i) Sole power to vote or to direct the vote:

See Item 5 on the cover pages hereto.

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

See Item 6 on the cover pages hereto.

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

See Item 7 on the cover pages hereto.

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

See Item 8 on the cover pages hereto.

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.

To the best knowledge of the Reporting Persons, no one other than the Reporting Persons, the equityholders of the Reporting Persons and, in the case of the Shares held directly by Riverwood LLC, a certain family investment vehicle of a Riverwood Management LP employee have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the 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.

The Reporting Persons have agreed to jointly file this Schedule 13G in accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended (the “Act”), the agreement with respect to which is attached hereto as Exhibit 99.1. The filing of this statement should not be construed to be an admission that any member of the Reporting Persons are members of a “group” for the purposes of Sections 13(d) and 13(g) of the Act.

Item 9. Notice of Dissolution of Group.

Not Applicable.

Item 10. Certification.

Not Applicable.


 
 

 

SIGNATURE
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: February 17, 2015

RIVERWOOD CAPITAL GP LTD.


By:       /s/ Thomas J. Smach
Name: Thomas J. Smach
Title:   Director


RIVERWOOD CAPITAL L.P.

By: Riverwood Capital GP Ltd., its general partner


By:       /s/ Thomas J. Smach
Name: Thomas J. Smach
Title:   Director


RIVERWOOD CAPITAL PARTNERS L.P.

By: Riverwood Capital L.P., its general partner

By: Riverwood Capital GP Ltd., its general partner


By:       /s/ Thomas J. Smach
Name: Thomas J. Smach
Title:   Director


 
 

 

RIVERWOOD CAPITAL PARTNERS (PARALLEL – A) L.P.

By: Riverwood Capital L.P., its general partner

By: Riverwood Capital GP Ltd., its general partner


By:       /s/ Thomas J. Smach
Name: Thomas J. Smach
Title:   Director


RIVERWOOD CAPITAL PARTNERS (PARALLEL – B) L.P.

By: Riverwood Capital L.P., its general partner

By: Riverwood Capital GP Ltd., its general partner


By:       /s/ Thomas J. Smach
Name: Thomas J. Smach
Title:   Director


RIVERWOOD CAPITAL LLC

By: Ironwood Management, LLC, its management company

By: Riverwood Capital Management L.P., its sole member

By: Riverwood Capital Management Ltd., its general partner


By:       /s/ Thomas J. Smach
Name: Thomas J. Smach
Title:   Director


IRONWOOD MANAGEMENT, LLC

By: Riverwood Capital Management L.P., its sole member

By: Riverwood Capital Management Ltd., its general partner


By:       /s/ Thomas J. Smach
Name: Thomas J. Smach
Title:   Director

 
 

 

RIVERWOOD CAPITAL MANAGEMENT L.P.

By: Riverwood Capital Management Ltd., its general partner


By:       /s/ Thomas J. Smach
Name: Thomas J. Smach
Title:   Director


RIVERWOOD CAPITAL MANAGEMENT Ltd.


By:       /s/ Thomas J. Smach
Name: Thomas J. Smach
Title:   Director


 
 

 

EXHIBIT LIST
 
     
Exhibit 99.1
 
Joint Filing Agreement, dated as of February 17, 2015, by and among Riverwood Capital GP Ltd., Riverwood Capital L.P., Riverwood Capital Partners L.P., Riverwood Capital Partners (Parallel – A) L.P., Riverwood Capital Partners (Parallel – B) L.P., Riverwood Capital LLC, Ironwood Management, LLC, Riverwood Capital Management L.P. and Riverwood Capital Management Ltd.