0001694164-23-000006.txt : 20230210 0001694164-23-000006.hdr.sgml : 20230210 20230210121803 ACCESSION NUMBER: 0001694164-23-000006 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20230210 DATE AS OF CHANGE: 20230210 GROUP MEMBERS: PORTFOLIOCOMPLIANCE@AUSTRALIANSUPER.COM SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Nitro Software PTY LTD CENTRAL INDEX KEY: 0001630103 IRS NUMBER: 000000000 STATE OF INCORPORATION: C3 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-93939 FILM NUMBER: 23609771 BUSINESS ADDRESS: STREET 1: C/O DIRECTORS, LEVEL 4 STREET 2: 246 BOURKE STREET CITY: MELBOURNE, VICTORIA STATE: C3 ZIP: 3000 BUSINESS PHONE: 310-883-6431 MAIL ADDRESS: STREET 1: C/O DIRECTORS, LEVEL 4 STREET 2: 246 BOURKE STREET CITY: MELBOURNE, VICTORIA STATE: C3 ZIP: 3000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AustralianSuper Pty Ltd CENTRAL INDEX KEY: 0001694164 IRS NUMBER: 980503676 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: LEVEL 30 STREET 2: 130 LONSDALE STREET CITY: MELBOURNE STATE: C3 ZIP: 3000 BUSINESS PHONE: 61386483000 MAIL ADDRESS: STREET 1: LEVEL 30 STREET 2: 130 LONSDALE STREET CITY: MELBOURNE STATE: C3 ZIP: 3000 SC 13G 1 nitro13g_initial_and_as_poa.txt 13G INITIAL AND POWER OF ATTORNEY COMBINED UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Nitro Software Ltd (Name of Issuer) Equity (Title of Class of Securities) Q68185109 (CUSIP Number) December 30, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] 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 (?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). SCHEDULE 13G CUSIP No. 1 Names of Reporting Persons AustralianSuper Pty Ltd 2 Check the appropriate box if a member of a Group (see instructions) (a) [ ] (b) [ ] 3 Sec Use Only 4 Citizenship or Place of Organization Australia Number of Shares Beneficiall y Owned by Each Reporting Person With: 5 Sole Voting Power 14,557,062 Equity 6 Shared Voting Power 0 7 Sole Dispositive Power 0 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 14,557,062 Equity 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) 12 Type of Reporting Person (See Instructions) FI Item 1. (a) Name of Issuer: Nitro Software Ltd (b) Address of Issuer?s Principal Executive Offices: 150 Spear St., STE 1850 San Francisco, CA 94105 Item 2. (a) Name of Person Filing: AustralianSuper Pty Ltd (b) Address of Principal Business Office or, if None, Residence: Level 30, 130 Lonsdale Street Melbourne Victoria 3000 Australia (c) Citizenship: Australia (d) Title and Class of Securities: Equity (e) CUSIP No.: Q68185109 Item 3. If this statement is filed pursuant to ss 240.13d-1(b) or 240.13d-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; (c) [_] Insurance company as defined in Section 3(a)(19) of the Act; (d) [_] Investment company registered under Section 8 of the Investment Company Act of 1940; (e) [_] An investment adviser in accordance with Rule 13d- 1(b)(1)(ii)(E); (f) [_] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [_] A parent holding company or control person in accordance with Rule 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; (j) [x] A non-U.S. institution in accordance with Rule 240.13d- 1(b)(1)(ii)(J); (k) [_] Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). 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: ____ Item 4. Ownership (a) Amount Beneficially Owned: 14,557,062 Equity (b) Percent of Class: 5.94% (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: 14,557,062 Equity (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: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. Not applicable Item 7. Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company or control person. 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. Certifications. 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. Signature: Andrew Lazar Name: Andrew Lazar Duly authorized under Power of Attorney effective as of 7 October 2019, by and on behalf of AustralianSuper Pty Ltd as trustee of AustralianSuper.* POWER OF ATTORNEY (UNITED STATES REGULATORY FILINGS) The undersigned, AustralianSuper Pty Ltd, as trustee of AustralianSuper (the ?Fund?), does hereby make, constitute and appoint each of Janine Cooper and Andrew Lazar, acting severally, as its true and lawful attorneys-in-fact and agent to prepare and execute in its name and on its behalf any and all documents, certificates, instruments, statements, other filings and amendments to the foregoing (collectively, the ?documents?) determined by such person to be necessary or appropriate to comply with ownership or control-person reporting requirements imposed by any United States governmental or regulatory authority, including, without limitation, Forms 3, 4, 5, 13D, 13F, 13G and 13H and any amendments to any of the foregoing as may be required to be filed with the U.S. Securities and Exchange Commission, and deliver, furnish or file any such documents with the appropriate governmental, regulatory authority or other person, it being understood that determination by an attorney-in-fact named herein shall be conclusively evidenced by such person?s execution, delivery, furnishing or filing of the applicable document. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. This Power of Attorney shall be valid from the date hereof and shall remain in full force and effect until either revoked in writing by the Fund, or, in respect of any attorney-in-fact named herein, until such person ceases to be an employee of the Fund or one of its affiliates. The undersigned hereby revokes the power of attorney authorizing Janine Cooper to prepare and execute documents, signed on or around 15 February 2021 * * * * * [remainder of the page left intentionally blank] ? AUSTRALIANSUPER INVESTMENTS PTY LTD AS TRUSTEE OF AUSTRALIANSUPER Signed for AustralianSuper Pty Ltd as trustee of AustralianSuper by its undersigned attorneys who have not received any notice of revocation of the Power of Attorney dated 7 October 2019 as amended from time to time: Attorney Signature Attorney Signature Peter Curtis Marilyn Mather Print Name Print Name 03/03/2022 03/03/2022 Date Date Page 1 of 1 1297544.3