0001144204-18-003495.txt : 20180124 0001144204-18-003495.hdr.sgml : 20180124 20180124163112 ACCESSION NUMBER: 0001144204-18-003495 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20180124 DATE AS OF CHANGE: 20180124 GROUP MEMBERS: CHAMATH PALIHAPITIYA GROUP MEMBERS: IAN OSBORNE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Social Capital Hedosophia Holdings Corp. CENTRAL INDEX KEY: 0001706946 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-90109 FILM NUMBER: 18545506 BUSINESS ADDRESS: STREET 1: 120 HAWTHORNE AVENUE CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: (650) 521-9007 MAIL ADDRESS: STREET 1: 120 HAWTHORNE AVENUE CITY: PALO ALTO STATE: CA ZIP: 94301 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SCH Sponsor Corp. CENTRAL INDEX KEY: 0001706947 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 120 HAWTHORNE AVENUE CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: (650) 521-9007 MAIL ADDRESS: STREET 1: 120 HAWTHORNE AVENUE CITY: PALO ALTO STATE: CA ZIP: 94301 SC 13G 1 tv483751_sc13g.htm SC 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549

 

SCHEDULE 13G

 

(Amendment No. __)*

 

Under the Securities Exchange Act of 1934

 

 

Social Capital Hedosophia Holdings Corp.

(Name of Issuer)

 

Class A Ordinary Shares, par value $0.0001 per share

(Titles of Class of Securities)

 

G8250R 103

(CUSIP Number)

 

December 31, 2017

(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 of 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 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, as amended (the “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).

 

 

 

 

 

 

 

 

 

1

NAME OF REPORTING PERSON

 

SCH Sponsor Corp.

 

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

17,250,000 (1)
7

SOLE DISPOSITIVE POWER

 

0

 

8 SHARED DISPOSITIVE POWER

17,250,000 (1)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

17,250,000 (1)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES þ
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

20.00% (2)
12

TYPE OF REPORTING PERSON

 


CO

 

           

(1) Reflects 17,250,000 Class A ordinary shares (“Class A Shares”) of Social Capital Hedosophia Holdings Corp. (the “Issuer”) issuable upon conversion of 17,250,000 Class B ordinary shares (“Class B Shares”) of the Issuer.

 

(2) The calculation assumes that there is a total of 86,250,000 Class A Shares outstanding, which is the sum of (i) the 69,000,000 Class A Shares outstanding as of November 13, 2017, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 14, 2017 (the “2017 Third Quarter 10-Q”), and (ii) the 17,250,000 Class A Shares issuable upon conversion of the Class B Shares reported herein.

 

 

 

1

NAME OF REPORTING PERSON

 

Chamath Palihapitiya

 

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

17,250,000 (3)
7

SOLE DISPOSITIVE POWER

 

0

 

8 SHARED DISPOSITIVE POWER

17,250,000 (3)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

17,250,000 (3)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES þ
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

20.00% (4)
12

TYPE OF REPORTING PERSON

 


IN

 

           

(3) Reflects 17,250,000 Class A Shares issuable upon conversion of 17,250,000 Class B Shares.

 

(4) The calculation assumes that there is a total of 86,250,000 Class A Shares outstanding, which is the sum of (i) the 69,000,000 Class A Shares outstanding as of November 13, 2017, as reported in the 2017 Third Quarter 10-Q, and (ii) the 17,250,000 Class A Shares issuable upon conversion of the Class B Shares reported herein.

 

 

 

1

NAME OF REPORTING PERSON

 

Ian Osborne

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

 

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION

United Kingdom



NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

5 SOLE VOTING POWER

0
6 SHARED VOTING POWER

17,250,000 (5)
7

SOLE DISPOSITIVE POWER

 

0

 

8 SHARED DISPOSITIVE POWER

17,250,000 (5)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

17,250,000 (5)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES þ
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

20.00% (6)
12

TYPE OF REPORTING PERSON

 


IN

 

           

(5) Reflects 17,250,000 Class A Shares issuable upon conversion of 17,250,000 Class B Shares.

 

(6) The calculation assumes that there is a total of 86,250,000 Class A Shares outstanding, which is the sum of (i) the 69,000,000 Class A Shares outstanding as of November 13, 2017, as reported in the 2017 Third Quarter 10-Q, and (ii) the 17,250,000 Class A Shares issuable upon conversion of the Class B Shares reported herein.

 

 

Item 1(a).Name of Issuer:

 

Social Capital Hedosophia Holdings Corp.

 

Item 1(b).Address of Issuer’s Principal Executive Offices:

 

120 Hawthorne Avenue

Palo Alto, California 94301

 

Item 2(a).Name of Person Filing:

 

This Schedule 13G is being filed jointly by SCH Sponsor Corp., a Cayman Islands exempted company (the “Sponsor”), Chamath Palihapitiya and Ian Osborne (each, a “Reporting Person” and, collectively, the “Reporting Persons”), pursuant to an Agreement of Joint Filing, a copy of which is filed with this Schedule 13G as Exhibit 1, in accordance with Rule 13d-1(k)(1) under the Act.

 

The Class B Shares are held directly by the Sponsor. Mr. Palihapitiya and Mr. Osborne share voting and dispositive power over the Class B Shares held by the Sponsor as a result of being the sole directors of the Sponsor and sharing control over the Sponsor.

 

Item 2(b).Address of Principal Business Office or, if none, Residence:

 

The principal business address of each of the Reporting Persons is as follows:

 

c/o Social Capital Hedosophia Holdings Corp.
120 Hawthorne Avenue

Palo Alto, California 94301

 

Item 2(c).Citizenship:

 

See responses to Item 4 on each cover page.

 

Item 2(d).Titles of Classes of Securities:

 

Class A Ordinary Shares, par value $0.0001 per share

 

Item 2(e).CUSIP Number:

 

The Class A Ordinary Shares CUSIP number is G8250R 103.

 

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 Exchange Act (15 U.S.C. 78o).
       
  (b) ¨ Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).
       
  (c) ¨ Insurance company as defined in Section 3(a)(19) of the Exchange 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) ¨ Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
       
  (f) ¨ Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
       
  (g) ¨ Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
       
  (h) ¨ Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
       
  (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 (15 U.S.C. 80a-3).
       
  (j) ¨ Non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J).
       
  (k) ¨ 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: ______________ .

 

 

 

Item 4.Ownership  

 

(a)Amount beneficially owned:

 

See responses to Item 9 on each cover page.

 

(b)Percent of class:

 

See responses to Item 11 on each cover page.

 

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

 

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

 

See responses to Item 5 on each cover page.

 

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

 

See responses to Item 6 on each cover page.

 

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

 

See responses to Item 7 on each cover page.

 

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

 

See responses to Item 8 on each cover page.

 

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.  

 

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.

 

 

 

 

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: January 24, 2018

 

  SCH Sponsor Corp.  
         
  By:   /s/ Chamath Palihapitiya  
    Name: Chamath Palihapitiya  
    Title: Managing Director  
         
  Chamath Palihapitiya  
         
  /s/ Chamath Palihapitiya  
         
  Ian Osborne    
         
  /s/ Ian Osborne  

 

 

 

 

 

Exhibit Index

 

Exhibit 1 Agreement of Joint Filing as required by Rule 13d-1(k)(1) under the Act.

 

 

EX-99.1 2 tv483751_ex99-1.htm EXHIBIT 1

Exhibit 1

 

AGREEMENT OF JOINT FILING

 

This joint filing agreement (this “Agreement”) is made and entered into as of this 24th day of January 2018, by and among SCH Sponsor Corp., Chamath Palihapitiya and Ian Osborne.

 

The parties to this Agreement hereby acknowledge and agree that the foregoing statement on Schedule 13G  in respect of the Class A Ordinary Shares, $0.0001 par value, of Social Capital Hedosophia Holdings Corp. is filed on behalf of each of the parties to this Agreement and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The parties to this Agreement acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning her, him or it contained herein or therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that she, he or it knows or has reason to believe that such information is inaccurate.

 

This agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.

 

Dated:  January 24, 2018

 

 

  SCH Sponsor Corp.  
         
  By:   /s/ Chamath Palihapitiya  
    Name: Chamath Palihapitiya  
    Title: Managing Director  
         
  Chamath Palihapitiya  
         
  /s/ Chamath Palihapitiya  
         
  Ian Osborne    
         
  /s/ Ian Osborne