tdbank_sc13g.htm

0001654954-23-009424.txt : 20230719 0001654954-23-009424.hdr.sgml : 20230719 20230719171843 ACCESSION NUMBER: 0001654954-23-009424 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20230719 DATE AS OF CHANGE: 20230719 GROUP MEMBERS: COWEN & COMPANY, LLC GROUP MEMBERS: COWEN FINANCIAL PRODUCTS LLC GROUP MEMBERS: TD GROUP US HOLDINGS LLC GROUP MEMBERS: TORONTO DOMINION HOLDINGS (U.S.A.), INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Slam Corp. CENTRAL INDEX KEY: 0001838162 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-92474 FILM NUMBER: 231097569 BUSINESS ADDRESS: STREET 1: 500 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10110 BUSINESS PHONE: 650-888-8066 MAIL ADDRESS: STREET 1: 500 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10110 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TORONTO DOMINION BANK CENTRAL INDEX KEY: 0000947263 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL BANKS, NEC [6029] IRS NUMBER: 135640479 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 66 WELLINGTON STREET WEST STREET 2: 12TH FLOOR, TD TOWER CITY: TORONTO, ONTARIO STATE: A6 ZIP: M5K 1A2 BUSINESS PHONE: 416-944-6367 MAIL ADDRESS: STREET 1: 66 WELLINGTON STREET WEST STREET 2: 12TH FLOOR, TD TOWER CITY: TORONTO, ONTARIO STATE: A6 ZIP: M5K 1A2 SC 13G 1 tdbank_sc13g.htm SC 13G tdbank_sc13g.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Amendment No. )

Under the Securities Exchange Act of 1934

Slam Corp

(Name of Issuer)

Common Stock

(Title of Class of Securities)

G8210L105

(CUSIP Number)

July 10, 2023

(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 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).

CUSIP No. G8210L105

1.

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only).

Cowen and Company, LLC

38-3698933

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ☐

(b) ☒

3.

SEC Use Only

4.

Citizenship of Place of Organization

USA

Number of Shares

Beneficially

Owned by Each

Reporting Person

With

5.

Sole Voting Power

719,553

6.

Shared Voting Power

n/a

7.

Sole Dispositive Power

719,553

8.

Shared Dispositive Power

n/a

9.

Aggregate Amount Beneficially Owned by each Reporting Person

719,553

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐

N/A

11.

Percent of Class Represented by Amount in Row 9

2.84%

12.

Type of Reporting Person (See Instructions)

Passive Investor

CUSIP No. G8210L105

1.

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only).

Cowen Financial Products LLC

27-0423711

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ☐

(b) ☒

3.

SEC Use Only

4.

Citizenship of Place of Organization

Delaware

Number of

Shares

Beneficially

Owned by Each

Reporting Person

With

5.

Sole Voting Power

800,000

6.

Shared Voting Power

n/a

7.

Sole Dispositive Power

800,000

8.

Shared Dispositive Power

n/a

9.

Aggregate Amount Beneficially Owned by each Reporting Person

800,000

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐

N/A

11.

Percent of Class Represented by Amount in Row 9

3.16%

12.

Type of Reporting Person (See Instructions)

Passive Investor

CUSIP No. G8210L105.

1.

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only).

Toronto Dominion Holdings (U.S.A.), Inc.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ☐

(b) ☒

3.

SEC Use Only

4.

Citizenship of Place of Organization

Delaware

Number of

Shares

Beneficially

Owned by Each

Reporting Person

With

5.

Sole Voting Power

1,519,533

6.

Shared Voting Power

n/a

7.

Sole Dispositive Power

1,519,533

8.

Shared Dispositive Power

n/a

9.

Aggregate Amount Beneficially Owned by each Reporting Person

1,519,533

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐

N/A

11.

Percent of Class Represented by Amount in Row 9

6.0%

12.

Type of Reporting Person (See Instructions)

CO

CUSIP No. G8210L105

1.

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only).

TD Group US Holdings LLC

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ☐

(b) ☒

3.

SEC Use Only

4.

Citizenship of Place of Organization

Delaware

CUSIP No. G8210L105

1.

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only).

The Toronto-Dominion Bank

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ☐

(b) ☒

3.

SEC Use Only

4.

Citizenship of Place of Organization

Canada

Number of Shares

Beneficially

Owned by Each

Reporting Person

With

5.

Sole Voting Power

1,598,999

6.

Shared Voting Power

n/a

7.

Sole Dispositive Power

1,598,999

8.

Shared Dispositive Power

n/a

9.

Aggregate Amount Beneficially Owned by each Reporting Person

1,598,999

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐

N/A

11.

Percent of Class Represented by Amount in Row 9

6.2%

12.

Type of Reporting Person (See Instructions)

BK

ITEM 1:

(a)

Name of Issuer:

Slam Corp

(b)

Address of Issuer's Principal Executive Offices:

500 Fifth Ave.

New York., NY 10110

ITEM 2:

(a)

Name of Person Filing:

This Statement is being filed on behalf of Cowen and Company, LLC ("Cowen"), a Delaware single member limited liability corporation, Cowen Financial Products LLC ("CFP"), a Delaware single member limited liability corporation, Toronto Dominion Holdings (U.S.A.), Inc. (“TDH”), a Delaware corporation, TD Group US Holdings LLC (“TD GUS”), a Delaware limited liability company, and The Toronto-Dominion Bank, a Canadian chartered bank (“TD” and, together with Cowen, CFP, TDH and TD GUS, the “TD Entities” or the “Reporting Persons”). TD and its subsidiaries are principally engaged in the business of personal, commercial and wholesale banking and wealth management. Cowen is a registered Broker Dealer.

(b)

Address of Principal Business Office or, if None, Residence:

The address of Cowen and Company, LLC and Cowen Financial Products LLC is 599 Lexington Ave., New York, NY 10022. The address of TDI’s principal office and TDH’s principal office is 1 Vanderbilt Avenue, New York, New York 10017. The address of TD GUS’ principal office is 251 Little Falls Drive, Wilmington, Delaware 19808. The address of TD’s principal office is Toronto-Dominion Centre, P.O. Box 1, Toronto, Ontario, Canada M5K 1A2.

(c)

Citizenship:

Cowen and Company, LLC – USA

Cowen Financial Products LLC – USA

Toronto Dominion Holdings (U.S.A.), Inc.– USA

TD Group US Holdings LLC – USA

The Toronto-Dominion Bank – Canada

(d)

Title of Class of Securities:

Common Stock

(e)

CUSIP Number:

G8210L105

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)

☐

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:

1,598,999 shares

(b)

Percent of class:

6.2%

(c)

Number of shares as to which the person has:

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

Cowen and Company, LLC : 719,553

Cowen Financial Products LLC : 800,000

The Toronto-Dominion Bank 79,446

(ii) Shared power to vote or to direct the vote: N/A

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

Cowen and Company, LLC : 719,553

Cowen Financial Products LLC : 800,000

The Toronto-Dominion Bank 79,446

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

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

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

ITEM 7: IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

ITEM 8: IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

See item 2 above.

ITEM 9: NOTICE OF DISSOLUTION OF GROUP.

ITEM 10: CERTIFICATIONS.

(a)

The following certification shall be included if the statement is filed pursuant to Section 240.13d-1(b):

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

(b)

The following certification shall be included if the statement is filed pursuant to Section 240.13d-1(c):

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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.

Cowen and Company, LLC

Dated: July 19, 2023

By:

/s/ John Holmes

Name: John Holmes

Title: Chief Operating Officer

Cowen Financial Products LLC

Dated: July 19, 2023

By:

/s/ John Holmes

Name: John Holmes

Title: Chief Operating Officer

TORONTO DOMINION HOLDINGS (U.S.A.), INC.

Dated: July 19, 2023

By:

/s/ Christina Petrou

Name: Christina Petrou

Title: Vice President & Chief Operating Officer

TD GROUP US HOLDINGS LLC

Dated: July 19, 2023

By:

/s/ Ryan A. Barry

Name: Ryan A. Barry

Title: Head of Finance and Accounting

THE TORONTO-DOMINION BANK

Dated: July 19, 2023

By:

/s/ Christina Petrou

Name: Christina Petrou

Title: Vice President

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Cowen and Company, LLC 38-3698933
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.	SEC Use Only
4.	Citizenship of Place of Organization USA

9.	Aggregate Amount Beneficially Owned by each Reporting Person 719,553
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐ N/A
11.	Percent of Class Represented by Amount in Row 9 2.84%
12.	Type of Reporting Person (See Instructions) Passive Investor

	(a)	Name of Issuer:

		Slam Corp

	(b)	Address of Issuer's Principal Executive Offices:

		500 Fifth Ave. New York., NY 10110

	(a)	Name of Person Filing:

		This Statement is being filed on behalf of Cowen and Company, LLC ("Cowen"), a Delaware single member limited liability corporation, Cowen Financial Products LLC ("CFP"), a Delaware single member limited liability corporation, Toronto Dominion Holdings (U.S.A.), Inc. (“TDH”), a Delaware corporation, TD Group US Holdings LLC (“TD GUS”), a Delaware limited liability company, and The Toronto-Dominion Bank, a Canadian chartered bank (“TD” and, together with Cowen, CFP, TDH and TD GUS, the “TD Entities” or the “Reporting Persons”). TD and its subsidiaries are principally engaged in the business of personal, commercial and wholesale banking and wealth management. Cowen is a registered Broker Dealer.

	(b)	Address of Principal Business Office or, if None, Residence:

		The address of Cowen and Company, LLC and Cowen Financial Products LLC is 599 Lexington Ave., New York, NY 10022. The address of TDI’s principal office and TDH’s principal office is 1 Vanderbilt Avenue, New York, New York 10017. The address of TD GUS’ principal office is 251 Little Falls Drive, Wilmington, Delaware 19808. The address of TD’s principal office is Toronto-Dominion Centre, P.O. Box 1, Toronto, Ontario, Canada M5K 1A2.

	(c)	Citizenship:

		Cowen and Company, LLC – USA Cowen Financial Products LLC – USA Toronto Dominion Holdings (U.S.A.), Inc.– USA TD Group US Holdings LLC – USA The Toronto-Dominion Bank – Canada

	(d)	Title of Class of Securities:

		Common Stock

	(e)	CUSIP Number:

		G8210L105

(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)	☐	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: ___________________________.

	(a)	Amount beneficially owned:
		1,598,999 shares
	(b)	Percent of class:
		6.2%
	(c)	Number of shares as to which the person has:

	(i) Sole power to vote or to direct the vote: Cowen and Company, LLC : 719,553 Cowen Financial Products LLC : 800,000 The Toronto-Dominion Bank 79,446
	(ii) Shared power to vote or to direct the vote: N/A
	(iii) Sole power to dispose or to direct the disposition of: Cowen and Company, LLC : 719,553 Cowen Financial Products LLC : 800,000 The Toronto-Dominion Bank 79,446
	(iv) Shared power to dispose or to direct the disposition of: N/A

	(a)	The following certification shall be included if the statement is filed pursuant to Section 240.13d-1(b):

	By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

	Cowen and Company, LLC

Dated: July 19, 2023	By:	/s/ John Holmes
		Name: John Holmes
		Title: Chief Operating Officer

	Cowen Financial Products LLC

Dated: July 19, 2023	By:	/s/ John Holmes
		Name: John Holmes
		Title: Chief Operating Officer

	TORONTO DOMINION HOLDINGS (U.S.A.), INC.

Dated: July 19, 2023	By:	/s/ Christina Petrou
		Name: Christina Petrou
		Title: Vice President & Chief Operating Officer

	TD GROUP US HOLDINGS LLC

Dated: July 19, 2023	By:	/s/ Ryan A. Barry
		Name: Ryan A. Barry
		Title: Head of Finance and Accounting

	THE TORONTO-DOMINION BANK

Dated: July 19, 2023	By:	/s/ Christina Petrou
		Name: Christina Petrou
		Title: Vice President