(Name of Issuer)
|
Class A Ordinary Shares, par value $0.0001 per share
|
(Title of Class of Securities)
|
78516C106
|
(CUSIP Number)
|
|
December 31, 2017
|
(Date of Event Which Requires Filing of this Statement)
|
CUSIP No. 78516C106
|
SCHEDULE 13G |
Page 2 of 9 Pages
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Governors Lane LP
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, USA
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
2,000,000 Class A Ordinary Shares
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
2,000,000 Class A Ordinary Shares
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000,000 Class A Ordinary Shares
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.0%
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 78516C106
|
SCHEDULE 13G |
Page 3 of 9 Pages
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Governors Lane Master Fund LP
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
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
1,698,427 Class A Ordinary Shares
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
1,698,427 Class A Ordinary Shares
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,698,427 Class A Ordinary Shares
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.8%
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 78516C106
|
SCHEDULE 13G |
Page 4 of 9 Pages
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Governors Lane Fund General Partner LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, USA
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
2,000,000 Class A Ordinary Shares
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
2,000,000 Class A Ordinary Shares
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000,000 Class A Ordinary Shares
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.0%
|
|
12
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 78516C106
|
SCHEDULE 13G |
Page 5 of 9 Pages
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Isaac Corre
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
New York, USA
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
2,000,000 Class A Ordinary Shares
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
2,000,000 Class A Ordinary Shares
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000,000 Class A Ordinary Shares
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.0%
|
|
12
|
TYPE OF REPORTING PERSON
IN, HC
|
CUSIP No. 78516C106
|
SCHEDULE 13G |
Page 6 of 9 Pages
|
Item 1.
|
(a) Name of Issuer
|
(b) Address of Issuer’s Principal Executive Offices
|
Item 2.
|
(a) Name of Person Filing
|
(b) Address of Principal Business Office or, if none, Residence
|
(c) Citizenship
|
|
(d) Title of Class of Securities
|
|
(e) CUSIP No.:
|
CUSIP No. 78516C106
|
SCHEDULE 13G |
Page 7 of 9 Pages
|
Item 3. If this statement is filed pursuant to §§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 (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)
|
☐
|
A 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: _______________
|
CUSIP No. 78516C106
|
SCHEDULE 13G |
Page 8 of 9 Pages
|
CUSIP No. 78516C106
|
SCHEDULE 13G |
Page 9 of 9 Pages
|
|
Governors Lane Master Fund LP
|
|
||
|
By: Governors Lane LP
|
|
||
|
|
|
|
|
|
By:
|
/s/ Olivia Maginley
|
|
|
|
|
Name:
|
Olivia Maginley
|
|
|
|
Title:
|
General Counsel & Chief Compliance Officer
|
|
|
|
|
|
|
|
Governors Lane LP
|
|
||
|
|
|
|
|
|
By:
|
/s/ Olivia Maginley
|
|
|
|
|
Name:
|
Olivia Maginley
|
|
|
|
Title:
|
General Counsel & Chief Compliance Officer
|
|
|
|
|
|
|
|
Governors Lane Fund General Partner LLC
|
|
||
|
|
|
|
|
|
By:
|
/s/ Olivia Maginley
|
|
|
|
|
Name:
|
Olivia Maginley
|
|
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
|
|
|
By:
|
/s/ Isaac Corre
|
|
|
|
|
Name:
|
Isaac Corre
|
|
|
Governors Lane Master Fund LP
|
|
||
|
By: Governors Lane LP
|
|
||
|
|
|
|
|
|
By:
|
/s/ Olivia Maginley
|
|
|
|
|
Name:
|
Olivia Maginley
|
|
|
|
Title:
|
General Counsel & Chief Compliance Officer
|
|
|
|
|
|
|
|
Governors Lane LP
|
|
||
|
|
|
|
|
|
By:
|
/s/ Olivia Maginley
|
|
|
|
|
Name:
|
Olivia Maginley
|
|
|
|
Title:
|
General Counsel & Chief Compliance Officer
|
|
|
|
|
|
|
|
Governors Lane Fund General Partner LLC
|
|
||
|
|
|
|
|
|
By:
|
/s/ Olivia Maginley
|
|
|
|
|
Name:
|
Olivia Maginley
|
|
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
|
|
|
By:
|
/s/ Isaac Corre
|
|
|
|
|
Name:
|
Isaac Corre
|
|