0001193125-17-041067.txt : 20170214 0001193125-17-041067.hdr.sgml : 20170214 20170213184855 ACCESSION NUMBER: 0001193125-17-041067 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20170214 DATE AS OF CHANGE: 20170213 GROUP MEMBERS: ANDREW WHITTAKER GROUP MEMBERS: BALDERTON CAPITAL INVESTMENTS LTD GROUP MEMBERS: BALDERTON CAPITAL IV L1 S.A.R.L. GROUP MEMBERS: BALDERTON CAPITAL IV L2 S.A.R.L. GROUP MEMBERS: BALDERTON CAPITAL PARTNERS IV, L.P. GROUP MEMBERS: JAMES NICOLLE GROUP MEMBERS: JEROME MISSO GROUP MEMBERS: SURANGA CHANDRATILLAKE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Talend SA CENTRAL INDEX KEY: 0001668105 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: I0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-89857 FILM NUMBER: 17601515 BUSINESS ADDRESS: STREET 1: 800 BRIDGE PARKWAY STREET 2: SUITE 200 CITY: REDWOOD CITY STATE: CA ZIP: 94065 BUSINESS PHONE: 650-539-3200 MAIL ADDRESS: STREET 1: 800 BRIDGE PARKWAY STREET 2: SUITE 200 CITY: REDWOOD CITY STATE: CA ZIP: 94065 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BALDERTON CAPITAL IV LP CENTRAL INDEX KEY: 0001453566 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 20 BALDETON STREET CITY: LONDON STATE: XX ZIP: W1K 6T1 BUSINESS PHONE: 44 (0) 20 7016 6800 MAIL ADDRESS: STREET 1: 20 BALDETON STREET CITY: LONDON STATE: XX ZIP: W1K 6T1 SC 13G 1 d333533dsc13g.htm SC 13G SC 13G

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Schedule 13G

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No.     )*

 

 

Talend S.A.

(Name of Issuer)

Ordinary shares, nominal value of €0.08

(Title of Class of Securities)

874224207

(CUSIP Number)

December 31, 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).

(Continued on following pages)

Page 1 of 18 Pages

Exhibit Index Contained on Page 16

 

 

 

CUSIP NO. 874224207    13 G    Page 2 of 18

 

  1   

NAME OF REPORTING

SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Balderton Capital IV L2 S.à.r.l. (“BC IV L2”)

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Luxembourg

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

4,532,536 ordinary shares; except that (a) Balderton Capital IV L1 S.à.r.l. (“BC IV L1”), the sole shareholder of BC IV L2, may be deemed to have sole power to vote such shares, (b) Balderton Capital IV, L.P. (“BC IV”), the sole shareholder of BC IV L1, may be deemed to have sole power to vote such shares, (c) Balderton Capital Partners IV, L.P. (“BCP IV”), the sole general partner of BC IV, may be deemed to have sole power to vote such shares, (d) voting and dispositive power of BCP IV is delegated to Balderton Capital Investments Limited (“BCIL”) and BCIL may be deemed to have sole power to vote such shares, and (e) Suranga Chandratillake (“Chandratillake”), Jerome Misso (“Misso”), Andrew Whittaker (“Whittaker”) and James Nicolle (“Nicolle”), the directors of BCIL, may be deemed to have shared power to vote such shares.

   6   

SHARED VOTING POWER

 

See response to row 5.

   7   

SOLE DISPOSITIVE POWER

 

4,532,536 ordinary shares; except that (a) BC IV L1, the sole shareholder of BC IV L2, may be deemed to have sole power to dispose of such shares, (b) BC IV, the sole shareholder of BC IV L1, may be deemed to have sole power to dispose of such shares, (c) BCP IV, the sole general partner of BC IV, may be deemed to have sole power to dispose of such shares, (d) voting and dispositive power of BCP IV is delegated to BCIL and BCIL may be deemed to have sole power to dispose of such shares, and (e) Chandratillake, Misso, Whittaker and Nicolle, the directors of BCIL, may be deemed to have shared power to dispose of such shares.

   8   

SHARED DISPOSITIVE POWER

 

See response to row 7.

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,532,536

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

☐

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

15.9%*

12  

TYPE OF REPORTING PERSON*

 

FI

 

* Based on 28,506,302 ordinary shares of the Issuer’s common stock outstanding as of September 30, 2016, as reported on the Issuer’s report on Form 6-K as filed with the Securities and Exchange Commission on November 14, 2016 (SEC Accession 0001668105-16-000009).

CUSIP NO. 874224207    13 G    Page 3 of 18

 

  1   

NAME OF REPORTING

SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Balderton Capital IV L1 S.à.r.l.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Luxembourg

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

4,532,536 ordinary shares, all of which are owned by BC IV L2. (a) BC IV L1, the sole shareholder of BC IV L2, may be deemed to have sole power to vote such shares, (b) BC IV, the sole shareholder of BC IV L1, may be deemed to have sole power to vote such shares, (c) BCP IV, the sole general partner of BC IV, may be deemed to have sole power to vote such shares, (d) voting and dispositive power of BCP IV is delegated to BCIL and BCIL may be deemed to have sole power to vote such shares, and (e) Chandratillake, Misso, Whittaker and Nicolle, the directors of BCIL, may be deemed to have shared power to vote such shares.

   6   

SHARED VOTING POWER

 

See response to row 5.

   7   

SOLE DISPOSITIVE POWER

 

4,532,536 ordinary shares, all of which are owned by BC IV L2. (a) BC IV L1, the sole shareholder of BC IV L2, may be deemed to have sole power to dispose of such shares, (b) BC IV, the sole shareholder of BC IV L1, may be deemed to have sole power to dispose of such shares, (c) BCP IV, the sole general partner of BC IV, may be deemed to have sole power to dispose of such shares, (d) voting and dispositive power of BCP IV is delegated to BCIL and BCIL may be deemed to have sole power to dispose of such shares, and (e) Chandratillake, Misso, Whittaker and Nicolle, the directors of BCIL, may be deemed to have shared power to dispose of such shares.

   8   

SHARED DISPOSITIVE POWER

 

See response to row 7.

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,532,536

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

☐

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

15.9%*

12  

TYPE OF REPORTING PERSON*

 

FI

 

CUSIP NO. 874224207    13 G    Page 4 of 18

 

  1   

NAME OF REPORTING

SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Balderton Capital IV, 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

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

4,532,536 ordinary shares, all of which are owned by BC IV L2. (a) BC IV L1, the sole shareholder of BC IV L2, may be deemed to have sole power to vote such shares, (b) BC IV, the sole shareholder of BC IV L1, may be deemed to have sole power to vote such shares, (c) BCP IV, the sole general partner of BC IV, may be deemed to have sole power to vote such shares, (d) voting and dispositive power of BCP IV is delegated to BCIL and BCIL may be deemed to have sole power to vote such shares, and (e) Chandratillake, Misso, Whittaker and Nicolle, the directors of BCIL, may be deemed to have shared power to vote such shares.

   6   

SHARED VOTING POWER

 

See response to row 5.

   7   

SOLE DISPOSITIVE POWER

 

4,532,536 ordinary shares, all of which are owned by BC IV L2. (a) BC IV L1, the sole shareholder of BC IV L2, may be deemed to have sole power to dispose of such shares, (b) BC IV, the sole shareholder of BC IV L1, may be deemed to have sole power to dispose of such shares, (c) BCP IV, the sole general partner of BC IV, may be deemed to have sole power to dispose of such shares, (d) voting and dispositive power of BCP IV is delegated to BCIL and BCIL may be deemed to have sole power to dispose of such shares, and (e) Chandratillake, Misso, Whittaker and Nicolle, the directors of BCIL, may be deemed to have shared power to dispose of such shares.

   8   

SHARED DISPOSITIVE POWER

 

See response to row 7.

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,532,536

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

☐

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

15.9%*

12  

TYPE OF REPORTING PERSON*

 

PN

CUSIP NO. 874224207    13 G    Page 5 of 18

 

  1   

NAME OF REPORTING

SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Balderton Capital Partners IV, 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

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

4,532,536 ordinary shares, all of which are owned by BC IV L2. (a) BC IV L1, the sole shareholder of BC IV L2, may be deemed to have sole power to vote such shares, (b) BC IV, the sole shareholder of BC IV L1, may be deemed to have sole power to vote such shares, (c) BCP IV, the sole general partner of BC IV, may be deemed to have sole power to vote such shares, (d) voting and dispositive power of BCP IV is delegated to BCIL and BCIL may be deemed to have sole power to vote such shares, and (e) Chandratillake, Misso, Whittaker and Nicolle, the directors of BCIL, may be deemed to have shared power to vote such shares.

   6   

SHARED VOTING POWER

 

See response to row 5.

   7   

SOLE DISPOSITIVE POWER

 

4,532,536 ordinary shares, all of which are owned by BC IV L2. (a) BC IV L1, the sole shareholder of BC IV L2, may be deemed to have sole power to dispose of such shares, (b) BC IV, the sole shareholder of BC IV L1, may be deemed to have sole power to dispose of such shares, (c) BCP IV, the sole general partner of BC IV, may be deemed to have sole power to dispose of such shares, (d) voting and dispositive power of BCP IV is delegated to BCIL and BCIL may be deemed to have sole power to dispose of such shares, and (e) Chandratillake, Misso, Whittaker and Nicolle, the directors of BCIL, may be deemed to have shared power to dispose of such shares.

   8   

SHARED DISPOSITIVE POWER

 

See response to row 7.

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,532,536

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

☐

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

15.9%*

12  

TYPE OF REPORTING PERSON*

 

PN

CUSIP NO. 874224207    13 G    Page 6 of 18

 

  1   

NAME OF REPORTING

SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Balderton Capital Investments Limited

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Guernsey

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

4,532,536 ordinary shares, all of which are owned by BC IV L2. (a) BC IV L1, the sole shareholder of BC IV L2, may be deemed to have sole power to vote such shares, (b) BC IV, the sole shareholder of BC IV L1, may be deemed to have sole power to vote such shares, (c) BCP IV, the sole general partner of BC IV, may be deemed to have sole power to vote such shares, (d) voting and dispositive power of BCP IV is delegated to BCIL and BCIL may be deemed to have sole power to vote such shares, and (e) Chandratillake, Misso, Whittaker and Nicolle, the directors of BCIL, may be deemed to have shared power to vote such shares.

   6   

SHARED VOTING POWER

 

See response to row 5.

   7   

SOLE DISPOSITIVE POWER

 

4,532,536 ordinary shares, all of which are owned by BC IV L2. (a) BC IV L1, the sole shareholder of BC IV L2, may be deemed to have sole power to dispose of such shares, (b) BC IV, the sole shareholder of BC IV L1, may be deemed to have sole power to dispose of such shares, (c) BCP IV, the sole general partner of BC IV, may be deemed to have sole power to dispose of such shares, (d) voting and dispositive power of BCP IV is delegated to BCIL and BCIL may be deemed to have sole power to dispose of such shares, and (e) Chandratillake, Misso, Whittaker and Nicolle, the directors of BCIL, may be deemed to have shared power to dispose of such shares.

   8   

SHARED DISPOSITIVE POWER

 

See response to row 7.

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,532,536

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

☐

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

15.9%*

12  

TYPE OF REPORTING PERSON*

 

FI

CUSIP NO. 874224207    13 G    Page 7 of 18

 

  1   

NAME OF REPORTING PERSON

 

Suranga Chandratillake

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Britain

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

0 shares

   6   

SHARED VOTING POWER

 

4,532,536 ordinary shares, all of which are owned by BC IV L2. (a) BC IV L1, the sole shareholder of BC IV L2, may be deemed to have sole power to vote such shares, (b) BC IV, the sole shareholder of BC IV L1, may be deemed to have sole power to vote such shares, (c) BCP IV, the sole general partner of BC IV, may be deemed to have sole power to vote such shares, (d) voting and dispositive power of BCP IV is delegated to BCIL and BCIL may be deemed to have sole power to vote such shares, and (e) Chandratillake, Misso, Whittaker and Nicolle, the directors of BCIL, may be deemed to have shared power to vote such shares.

   7   

SOLE DISPOSITIVE POWER

 

0 shares

   8   

SHARED DISPOSITIVE POWER

 

4,532,536 ordinary shares, all of which are owned by BC IV L2. (a) BC IV L1, the sole shareholder of BC IV L2, may be deemed to have sole power to vote such shares, (b) BC IV, the sole shareholder of BC IV L1, may be deemed to have sole power to vote such shares, (c) BCP IV, the sole general partner of BC IV, may be deemed to have sole power to vote such shares, (d) voting and dispositive power of BCP IV is delegated to BCIL and BCIL may be deemed to have sole power to vote such shares, and (e) Chandratillake, Misso, Whittaker and Nicolle, the directors of BCIL, may be deemed to have shared power to vote such shares.

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,532,536

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

☐

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

15.9%*

12  

TYPE OF REPORTING PERSON*

 

IN

CUSIP NO. 874224207    13 G    Page 8 of 18

 

  1   

NAME OF REPORTING PERSON

 

Jerome Misso

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Britain

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

0 shares

   6   

SHARED VOTING POWER

 

4,532,536 ordinary shares, all of which are owned by BC IV L2. (a) BC IV L1, the sole shareholder of BC IV L2, may be deemed to have sole power to vote such shares, (b) BC IV, the sole shareholder of BC IV L1, may be deemed to have sole power to vote such shares, (c) BCP IV, the sole general partner of BC IV, may be deemed to have sole power to vote such shares, (d) voting and dispositive power of BCP IV is delegated to BCIL and BCIL may be deemed to have sole power to vote such shares, and (e) Chandratillake, Misso, Whittaker and Nicolle, the directors of BCIL, may be deemed to have shared power to vote such shares.

   7   

SOLE DISPOSITIVE POWER

 

0 shares

   8   

SHARED DISPOSITIVE POWER

 

4,532,536 ordinary shares, all of which are owned by BC IV L2. (a) BC IV L1, the sole shareholder of BC IV L2, may be deemed to have sole power to vote such shares, (b) BC IV, the sole shareholder of BC IV L1, may be deemed to have sole power to vote such shares, (c) BCP IV, the sole general partner of BC IV, may be deemed to have sole power to vote such shares, (d) voting and dispositive power of BCP IV is delegated to BCIL and BCIL may be deemed to have sole power to vote such shares, and (e) Chandratillake, Misso, Whittaker and Nicolle, the directors of BCIL, may be deemed to have shared power to vote such shares.

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,532,536

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

☐

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

15.9%*

12  

TYPE OF REPORTING PERSON*

 

IN

CUSIP NO. 874224207    13 G    Page 9 of 18

 

  1   

NAME OF REPORTING PERSON

 

Andrew Whittaker

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Britain

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

0 shares

   6   

SHARED VOTING POWER

 

4,532,536 ordinary shares, all of which are owned by BC IV L2. (a) BC IV L1, the sole shareholder of BC IV L2, may be deemed to have sole power to vote such shares, (b) BC IV, the sole shareholder of BC IV L1, may be deemed to have sole power to vote such shares, (c) BCP IV, the sole general partner of BC IV, may be deemed to have sole power to vote such shares, (d) voting and dispositive power of BCP IV is delegated to BCIL and BCIL may be deemed to have sole power to vote such shares, and (e) Chandratillake, Misso, Whittaker and Nicolle, the directors of BCIL, may be deemed to have shared power to vote such shares.

   7   

SOLE DISPOSITIVE POWER

 

0 shares

   8   

SHARED DISPOSITIVE POWER

 

4,532,536 ordinary shares, all of which are owned by BC IV L2. (a) BC IV L1, the sole shareholder of BC IV L2, may be deemed to have sole power to vote such shares, (b) BC IV, the sole shareholder of BC IV L1, may be deemed to have sole power to vote such shares, (c) BCP IV, the sole general partner of BC IV, may be deemed to have sole power to vote such shares, (d) voting and dispositive power of BCP IV is delegated to BCIL and BCIL may be deemed to have sole power to vote such shares, and (e) Chandratillake, Misso, Whittaker and Nicolle, the directors of BCIL, may be deemed to have shared power to vote such shares.

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,532,536

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

☐

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

15.9%*

12  

TYPE OF REPORTING PERSON*

 

IN

CUSIP NO. 874224207    13 G    Page 10 of 18

 

  1   

NAME OF REPORTING PERSON

 

James Nicolle

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Britain

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

0 shares

   6   

SHARED VOTING POWER

 

4,532,536 ordinary shares, all of which are owned by BC IV L2. (a) BC IV L1, the sole shareholder of BC IV L2, may be deemed to have sole power to vote such shares, (b) BC IV, the sole shareholder of BC IV L1, may be deemed to have sole power to vote such shares, (c) BCP IV, the sole general partner of BC IV, may be deemed to have sole power to vote such shares, (d) voting and dispositive power of BCP IV is delegated to BCIL and BCIL may be deemed to have sole power to vote such shares, and (e) Chandratillake, Misso, Whittaker and Nicolle, the directors of BCIL, may be deemed to have shared power to vote such shares.

   7   

SOLE DISPOSITIVE POWER

 

0 shares

   8   

SHARED DISPOSITIVE POWER

 

4,532,536 ordinary shares, all of which are owned by BC IV L2. (a) BC IV L1, the sole shareholder of BC IV L2, may be deemed to have sole power to vote such shares, (b) BC IV, the sole shareholder of BC IV L1, may be deemed to have sole power to vote such shares, (c) BCP IV, the sole general partner of BC IV, may be deemed to have sole power to vote such shares, (d) voting and dispositive power of BCP IV is delegated to BCIL and BCIL may be deemed to have sole power to vote such shares, and (e) Chandratillake, Misso, Whittaker and Nicolle, the directors of BCIL, may be deemed to have shared power to vote such shares.

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,532,536

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

☐

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

15.9%*

12  

TYPE OF REPORTING PERSON*

 

IN

CUSIP NO. 874224207    13 G    Page 11 of 18

 

ITEM 1(A). NAME OF ISSUER

Talend S.A.

 

ITEM 1(B). ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES

9, rue Pages

92150 Suresnes

France

 

ITEM 2(A). NAME OF PERSONS FILING

This Schedule 13G is filed by BV IV L2, BCIV L1, BC IV, BCP IV, BCIL, Chandratillake, Misso, Whittaker and Nicolle. The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”

BC IV L1, the sole shareholder of BC IV L2, may be deemed to have sole power to vote and sole power to dispose of the shares of the Issuer owned directly by BC IV L2. BC IV, the sole shareholder of BC IV L2, may be deemed to have sole power to vote and sole power to dispose of the shares of the Issuer owned directly by BC IV L2. BCP IV, the sole general partner of BC IV, may be deemed to have sole power to vote and sole power to dispose of the shares of the Issuer owned directly by BC IV L2. Voting and dispositive power of BCP IV is delegated to BCIL and BCIL may be deemed to have sole power to vote and sole power to dispose of the shares of the Issuer owned directly by BC IV L2. Chandratillake, Misso, Whittaker and Nicolle, the directors of BCIL, may be deemed to have shared power to vote and shared power to dispose of the shares of the Issuer directly owned by BC IV L2. Each of BCIV L1, BC IV, BCP IV, BCIL, Chandratillake, Misso, Whittaker and Nicolle disclaims beneficial ownership of the shares of the Issuer owned directly by BC IV L2, except to the extent of their respective pecuniary interests therein.

Bernard Liautaud, a general partner of Balderton Capital and member of the board of directors of the Issuer, does not exercise any power to vote or dispose of the shares of the Issuer directly owned by BC IV L2 and, therefore, is not included as a “Reporting Person” on this Schedule 13G.

 

ITEM 2(B). ADDRESS OF PRINCIPAL OFFICE

The address for each of the Reporting Persons is:

BC IV L2 and BC IV L1:

c/o 2-8

Avenue Charles de Gaulle

L-1653, Luxembourg

BC IV, BCP IV, BCIL, Chandratillake, Misso, Whittaker and Nicolle:

c/o 1 Royal Plaza

Royal Avenue

St Peter Port, Guernsey GY1 2HL

 

ITEM 2(C) CITIZENSHIP

BC IV L2 and BC IV L1 are each a Luxembourg société à responsabilité limitée (private limited liability entities). BC IV and BCP IV are Delaware limited partnerships. BCIL is a Guernsey limited company. Chandratillake, Misso, Whittaker and Nicolle are all citizens of Britain.

CUSIP NO. 874224207    13 G    Page 12 of 18

 

ITEM 2(D) AND (E). TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER

Ordinary shares, nominal value of €0.08

CUSIP # 874224207

 

ITEM 3. Not Applicable.

 

ITEM 4. OWNERSHIP

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

  (a) Amount beneficially owned:

 

       See Row 9 of cover page for each Reporting Person.

 

  (b) Percent of Class:

 

       See Row 11 of cover page for each Reporting Person.

 

  (c) Number of shares as to which such person has:

 

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

 

       See Row 5 of cover page for each Reporting Person.

 

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

 

       See Row 6 of cover page for each Reporting Person.

 

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

 

       See Row 7 of cover page for each Reporting Person.

 

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

 

       See Row 8 of cover page for each Reporting Person.

Pursuant to a Shareholder Agreement (the “Shareholders Agreement”) among the Issuer, certain of the Reporting Persons, and entities affiliated with Bpifrance Investissement, Galileo Partners, Idinvest Partners and Silver Lake (each, a “Major Shareholder”), certain affiliates of each Major Shareholder, other than Galileo Partners, are entitled to nominate one member of the Issuer’s board of directors as long as certain continuing ownership thresholds are met. The Major Shareholders have agreed to vote for these nominees pursuant to the Shareholders Agreement.

By virtue of the Shareholders Agreement and the obligations and rights thereunder, the Reporting Persons, the Major Shareholders and/or certain of their affiliates may be deemed to constitute a “group” for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based in part on information provided by the Issuer, such a “group” would be deemed to beneficially own an aggregate of approximately 18,507,292 Ordinary Shares, or approximately 64.9% of the Ordinary Shares calculated pursuant to Rule 13d-3. The Reporting Persons expressly disclaim beneficial ownership over any ordinary shares that they may be deemed to beneficially own solely by reason of the Shareholders Agreement. Certain entities affiliated with the other Major Shareholders are separately making Schedule 13G filings reporting their beneficial ownership of Ordinary Shares.

 

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

Not applicable.

CUSIP NO. 874224207    13 G    Page 13 of 18

 

ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

Under certain circumstances set forth in the governing agreements of BC IV L2, BC IV L1, BC IV, BCP IV and BCIL, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by each such entity of which they are a partner or member, as the case may be.

 

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.

Not applicable.

 

ITEM 9. NOTICE OF DISSOLUTION OF GROUP.

Not applicable.

 

ITEM 10. CERTIFICATION.

Not applicable.

 

CUSIP NO. 874224207    13 G    Page 14 of 18

 

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: February 13, 2017

 

BALDERTON CAPITAL IV L1 S.À.R.L.
By:  

/s/ Christophe Ponticello

Name:  Christophe Ponticello

Title:    Manager

By:  

/s/ Simon Henin

Name:  Simon Henin

Title:    Manager

BALDERTON CAPITAL IV L2 S.À.R.L.
By:  

/s/ Christophe Ponticello

Name:  Christophe Ponticello

Title:    Manager

By:  

/s/ Simon Henin

Name:  Simon Henin

Title:    Manager

BALDERTON CAPITAL IV, L.P.
By:   Balderton Capital Partners IV, L.P.,
  Its general partner
By:   Balderton Capital General Partner IV, LLC, Its general partner
By:  

/s/ Andrew Carre

Name:  Andrew Carre

Title:    Manager

BALDERTON CAPITAL PARTNERS IV, L.P.
By:   Balderton Capital General Partner IV, LLC,
  Its general partner
By:  

/s/ Andrew Carre

Name:  Andrew Carre

Title:    Manager

BALDERTON CAPITAL INVESTMENTS LIMITED
By:  

/s/ James Nicolle

Name:  James Nicolle

Title:    Director

CUSIP NO. 874224207    13 G    Page 15 of 18

 

SURANGA CHANDRATILLAKE

/s/ Suranga Chandratillake

Suranga Chandratillake
JEROME MISSO

/s/ Jerome Misso

Jerome Misso
ANDREW WHITTAKER

/s/ Andrew Whittaker

Andrew Whittaker
JAMES NICOLLE

/s/ James Nicolle

James Nicolle

CUSIP NO. 874224207    13 G    Page 16 of 18

 

EXHIBIT INDEX

 

Exhibit

    Found on
Sequentially
Numbered Page		  

Exhibit A: Agreement of Joint Filing

      17   

 

 EX-99.A 2 d333533dex99a.htm EX-99.A EX-99.A
CUSIP NO. 874224207    13 G    Page 17 of 18

 

EXHIBIT A

Agreement of Joint Filing

The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the ordinary shares of Talend S.A. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.

Date: February 13, 2017

 

BALDERTON CAPITAL IV L1 S.À.R.L.
By:  

/s/ Christophe Ponticello

Name:  Christophe Ponticello

Title:    Manager

By:  

/s/ Simon Henin

Name:  Simon Henin

Title:    Manager

BALDERTON CAPITAL IV L2 S.À.R.L.
By:  

/s/ Christophe Ponticello

Name:  Christophe Ponticello

Title:    Manager

By:  

/s/ Simon Henin

Name:  Simon Henin

Title:    Manager

BALDERTON CAPITAL IV, L.P.
By:   Balderton Capital Partners IV, L.P.,
  Its general partner
By:   Balderton Capital General Partner IV, LLC, Its general partner
By:  

/s/ Andrew Carre

Name:  Andrew Carre

Title:    Manager

BALDERTON CAPITAL PARTNERS IV, L.P.
By:   Balderton Capital General Partner IV, LLC,
  Its general partner
By:  

/s/ Andrew Carre

Name:  Andrew Carre

Title:    Manager

CUSIP NO. 874224207    13 G    Page 18 of 18

 

BALDERTON CAPITAL INVESTMENTS LIMITED

By:

  

/s/ James Nicolle

Name: James Nicolle
Title: Director
SURANGA CHANDRATILLAKE

/s/ Suranga Chandratillake

Suranga Chandratillake
JEROME MISSO

/s/ Jerome Misso

Jerome Misso
ANDREW WHITTAKER

/s/ Andrew Whittaker

Andrew Whittaker
JAMES NICOLLE

/s/ James Nicolle

James Nicolle