0001213900-20-015483.txt : 20200622 0001213900-20-015483.hdr.sgml : 20200622 20200622170149 ACCESSION NUMBER: 0001213900-20-015483 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200622 DATE AS OF CHANGE: 20200622 GROUP MEMBERS: CHASERG TECHNOLOGY SPONSOR LLC GROUP MEMBERS: FOUNDER HOLDINGS LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GRID DYNAMICS HOLDINGS, INC. CENTRAL INDEX KEY: 0001743725 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 830632724 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-90675 FILM NUMBER: 20979485 BUSINESS ADDRESS: STREET 1: 7660 FAY AVENUE STREET 2: SUITE H, UNIT 339 CITY: LA JOLLA STATE: CA ZIP: 92037 BUSINESS PHONE: (619) 736-6855 MAIL ADDRESS: STREET 1: 7660 FAY AVENUE STREET 2: SUITE H, UNIT 339 CITY: LA JOLLA STATE: CA ZIP: 92037 FORMER COMPANY: FORMER CONFORMED NAME: ChaSerg Technology Acquisition Corp DATE OF NAME CHANGE: 20180615 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Explorer Parent LLC CENTRAL INDEX KEY: 0001814906 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 533 AIRPORT BOULEVARD STREET 2: SUITE 400 CITY: BURLINGAME STATE: CA ZIP: 94012 BUSINESS PHONE: (415) 518-6725 MAIL ADDRESS: STREET 1: 533 AIRPORT BOULEVARD STREET 2: SUITE 400 CITY: BURLINGAME STATE: CA ZIP: 94012 SC 13D/A 1 ea123284-sc13da1chaserg_grid.htm AMENDMENT NO. 1 TO SC 13D

 

 

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

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

 

(Amendment No. 1)*

 

Grid Dynamics Holdings, Inc.
 (Name of Issuer) 

 

Common Stock, par value $0.0001 per share
 (Title of Class of Securities) 

 

39813G109
 (CUSIP Number) 

 

ChaSerg Technology Sponsor LLC

533 Airport Boulevard, Suite 400 

Burlingame, CA 94010
 (Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
 

  

June 18, 2020
 (Date of Event Which Requires Filing of this Statement) 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

* 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. 85209W 109 13D Page 2 of 8 pages

 

1

Names of Reporting Persons.

 

ChaSerg Technology Sponsor LLC

2 Check the Appropriate Box if a Member of a Group (See Instructions)
  (a) ☐
  (b) ☐
3

SEC Use Only

 

4

Source of Funds (See Instructions):

 

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):

 

6

Citizenship or Place of Organization.

 

Delaware

Number

of Shares

Beneficially

Owned by

Each

Reporting

Person With

7

Sole Voting Power

 

0

8

Shared Voting Power

 

1,090,000

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

1,090,000

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,090,000

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

13

Percent of Class Represented by Amount in Row (11)

 

2.1%

14

Type of Reporting Person (See Instructions)

 

OO

 

 

 

CUSIP No. 85209W 109 13D Page 3 of 8 pages

 

1

Names of Reporting Persons.

 

Explorer Parent LLC

2 Check the Appropriate Box if a Member of a Group (See Instructions)
  (a) ☐
  (b) ☐
3

SEC Use Only

 

4

Source of Funds (See Instructions):

 

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):

 

6

Citizenship or Place of Organization.

 

Cayman Islands

Number

of Shares

Beneficially

Owned by

Each

Reporting

Person With

7

Sole Voting Power

 

0

8

Shared Voting Power

 

5,065,203

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

5,065,203

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

5,065,203

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

13

Percent of Class Represented by Amount in Row (11)

 

9.9%

14

Type of Reporting Person (See Instructions)

 

OO

 

 

 

CUSIP No. 85209W 109 13D Page 4 of 8 pages

 

1

Names of Reporting Persons.

 

Founder Holdings LLC

2 Check the Appropriate Box if a Member of a Group (See Instructions)
  (a) ☐
  (b) ☐
3

SEC Use Only

 

4

Source of Funds (See Instructions):

 

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):

 

6

Citizenship or Place of Organization.

 

Cayman Islands

Number

of Shares

Beneficially

Owned by

Each

Reporting

Person With

7

Sole Voting Power

 

0

8

Shared Voting Power

 

5,065,203

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

5,065,203

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

5,065,203

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

☐ 

13

Percent of Class Represented by Amount in Row (11)

 

9.9%

14

Type of Reporting Person (See Instructions)

 

OO

 

 

 

CUSIP No. 85209W 109 13D Page 5 of 8 pages

 

Explanatory Note

 

This Amendment No. 1 to Schedule 13D (this “Amendment No. 1”) amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission (the “SEC”) on October 12, 2018 (the “Schedule 13D”), relating to the shares of Class A common stock, par value $0.0001 value per share (the “Common Stock”), of Grid Dynamics Holdings, Inc. f/k/a ChaSerg Technology Acquisition Corp. (the “Issuer”) beneficially owned by the Reporting Person. Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D.

 

Item 2.Identity and Background

 

Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:

 

The Schedule 13D is being filed by the following persons (each a “Reporting Person” and, collectively, the “Reporting Persons”):

 

ChaSerg Technology Sponsor LLC (“Sponsor”);

Explorer Parent LLC (“Explorer”); and

Founder Holdings LLC (“Founder”).

 

Sponsor is organized under the laws of the State of Delaware. Explorer and Founder are each organized under the laws of the Cayman Islands. The business address of each Reporting Person is 533 Airport Boulevard, Suite 400, Burlingame, CA, 94010. The principal business of each of the Reporting Persons is investing in securities, including the securities of the Issuer.

 

Information with respect to the directors and officers of Sponsor, Explorer, and Founder (“collectively, the “Related Persons”), including the name, business address, present principal occupation or employment and citizenship of each of the Related Persons is listed on the attached Schedule A, which is incorporated herein by reference.

 

During the last five years, none of the Reporting Persons or Related Persons (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Item 4.Purpose of Transaction

 

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

 

On June 17, 2020, Sponsor effected a distribution in kind of 4,940,000 shares of Common Stock and 265,000 Redeemable Warrants to its limited partners, of which 3,683,703 shares of Common Stock and 265,000 Redeemable Warrants were distributed to Explorer.

 

 

 

CUSIP No. 85209W 109 13D Page 6 of 8 pages

 

Item 5.Interest in Securities of the Issuer

 

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

 

(a) – (b)

 

The following sets forth, as of the date of this Schedule 13D, the aggregate number of shares of Common Stock and percentage of Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of or shared power to dispose or to direct the disposition of, as of the date hereof, based on 50,822,423 shares of Common Stock outstanding as of April 30, 2020 and assuming the exchange of all Redeemable Warrants on a one-for-one basis.

 

Reporting Person 

Amount

beneficially

owned

  

Percent

of class

   Sole power to vote or to direct the vote   Shared power to vote or to direct the vote   Sole power to dispose or to direct the disposition   Shared power to dispose or to direct the disposition 
ChaSerg Technology Sponsor LLC   1,090,000    2.1%       0    1,090,000         0    1,090,000 
Explorer Parent LLC(1)   5,065,203    9.9%   0    5,065,203    0    5,065,203 
Founder Holdings LLC(1)   5,065,203    9.9%   0    5,065,203    0    5,065,203 

 

(1)Amounts include 3,683,703 shares of Common Stock and 265,000 shares of Common Stock issuable upon exercise of Redeemable Warrants.

 

Sponsor is the record holder of 1,090,000 shares of Common Stock. Explorer is the record holder of 3,683,703 shares of Common Stock and 265,000 Redeemable Warrants. The managing member of Sponsor is Explorer, whose managing member is Founder. By virtue of the relationships between Explorer, Founder and Sponsor, each of Explorer and Founder may be deemed to share beneficial ownership of the securities reported herein. The Related Persons own 13,631 shares of Common Stock in the aggregate, representing less than 1% of the outstanding Common Stock.

 

(c) On June 9, 2020, in an open market sale, Explorer disposed of 6,454 shares of Common Stock for $9.0024 per share. On June 10, 2020, in an open market sale, Explorer disposed of 46,546 shares of Common Stock for $8.876 per share.

 

Except as described immediately above and in Item 4, during the past 60 days the Reporting Person has not effected any transactions in the Common Stock.

 

(d) None.

 

(e) Not applicable.

 

 

 

CUSIP No. 85209W 109 13D Page 7 of 8 pages

 

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.

 

Date: June 22, 2020

 

  CHASERG TECHNOLOGY SPONSOR LLC
     
  By: /s/ Steven Fletcher
  Name: Steven Fletcher
  Title: a Managing Member
     
  EXPLORER PARENT LLC
  By: Founder Holdings LLC, its managing member
     
  By: /s/ Steven Fletcher
  Name: Steven Fletcher
  Title: a Managing Member
     
  By: /s/ Alex Vieux
  Name:  Alex Vieux
  Title: a Managing Member
     
  FOUNDER HOLDINGS LLC
     
  By: /s/ Steven Fletcher
  Name: Steven Fletcher
  Title: a Managing Member
     
  By: /s/ Alex Vieux
  Name: Alex Vieux
  Title: a Managing Member

 

 

 

CUSIP No. 85209W 109 13D Page 8 of 8 pages

 

SCHEDULE A

 

The name, present principal occupation or employment, business address and citizenship of each of the executive officers and directors of ChaSerg Technology Sponsor LLC, Explorer Parent LLC, and Founder Holdings LLC are set forth below.

 

ChaSerg Technology Sponsor LLC

 

Name   Present Principal Occupation or Employment   Business Address   Citizenship
Steven Fletcher   Principal of Financial Services Firm   533 Airport Boulevard, Suite 400, Burlingame, CA 94010   United States
Alex Vieux   Principal of Financial Services Firm   533 Airport Boulevard, Suite 400, Burlingame, CA 94010   France
Jimmy Fang   Employee of Financial Services Firm   533 Airport Boulevard, Suite 400, Burlingame, CA 94010   United States

 

Explorer Parent LLC

 

Name   Present Principal Occupation or Employment   Business Address   Citizenship
Steven Fletcher   Principal of Financial Services Firm   533 Airport Boulevard, Suite 400, Burlingame, CA 94010   United States
Alex Vieux   Principal of Financial Services Firm   533 Airport Boulevard, Suite 400, Burlingame, CA 94010   France

 

Founder Holdings LLC

 

Name   Present Principal Occupation or Employment   Business Address   Citizenship
Steven Fletcher   Principal of Financial Services Firm   533 Airport Boulevard, Suite 400, Burlingame, CA 94010   United States
Alex Vieux   Principal of Financial Services Firm   533 Airport Boulevard, Suite 400, Burlingame, CA 94010   France