SC 13G/A
1
filing.txt
SCHEDULE 13G
Amendment No.2
NEBIUS GROUP NV
CLASS A COMMON STOCK
Cusip #N97284108
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[x] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
Cusip #N97284108
Item 1: Reporting Person - FMR LLC
Item 2: (a) [ ]
(b) [ ]
Item 4: Delaware
Item 5: 3,937,072
Item 6: 0
Item 7: 3,941,233
Item 8: 0
Item 9: 3,941,233
Item 11: 2.413%
Item 12: HC
Cusip #N97284108
Item 1: Reporting Person - Abigail P. Johnson
Item 2: (a) [ ]
(b) [ ]
Item 4: United States of America
Item 5: 0
Item 6: 0
Item 7: 3,941,233
Item 8: 0
Item 9: 3,941,233
Item 11: 2.413%
Item 12: IN
Item 1(a). Name of Issuer:
NEBIUS GROUP NV
Item 1(b). Address of Issuer's Principal Executive Offices:
Schipol Boulevard 165
Schipol, 1118 BG
NL
Item 2(a). Name of Person Filing:
FMR LLC
Item 2(b). Address or Principal Business Office or, if None, Residence:
245 Summer Street, Boston, Massachusetts 02210
Item 2(c). Citizenship:
Not applicable
Item 2(d). Title of Class of Securities:
CLASS A COMMON STOCK
Item 2(e). CUSIP Number:
N97284108
Item 3. This statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c)
and the person filing, FMR LLC, is a parent holding company in accordance with
Section 240.13d-1(b)(1)(ii)(G). (Note: See Exhibit A).
Item 4. Ownership
(a) Amount Beneficially Owned: 3,941,233
(b) Percent of Class: 2.413%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: Please see the responses to
Items 5 and 6 on the cover page
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition of: 3,941,233
(iv) shared power to dispose or to direct the disposition of: 0
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 (X).
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
One or more other persons are known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the
CLASS A COMMON STOCK of NEBIUS GROUP NV. No one other person's interest in the
CLASS A COMMON STOCK of NEBIUS GROUP NV is more than five percent of the total
outstanding CLASS A COMMON STOCK.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.
See attached Exhibit A.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certifications.
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.
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.
November 8, 2024
Date
/s/ Stephanie J. Brown
Signature
Stephanie J. Brown
Duly authorized under Power of Attorney effective as of January 3, 2023, by
and on behalf of FMR LLC and its direct and indirect subsidiaries*
* This power of attorney is incorporated herein by reference to Exhibit 24 to
the Schedule 13G filed by FMR LLC on January 10, 2023, accession number:
0000315066-23-000003.
Exhibit A
Pursuant to the instructions in Item 7 of Schedule 13G, the following table
lists the identity and Item 3 classification, if applicable, of each relevant
entity that beneficially owns shares of the security class being reported on
this Schedule 13G.
Entity ITEM 3 Classification
FIAM LLC IA
Fidelity Institutional Asset Management Trust Company BK
Fidelity Management & Research (Hong Kong) Limited IA
Fidelity Management & Research Company LLC IA
Strategic Advisers LLC IA
Abigail P. Johnson is a Director, the Chairman and the Chief Executive Officer
of FMR LLC.
Members of the Johnson family, including Abigail P. Johnson, are the
predominant owners, directly or through trusts, of Series B voting common
shares of FMR LLC, representing 49% of the voting power of FMR LLC. The
Johnson family group and all other Series B shareholders have entered into a
shareholders' voting agreement under which all Series B voting common shares
will be voted in accordance with the majority vote of Series B voting common
shares. Accordingly, through their ownership of voting common shares and the
execution of the shareholders' voting agreement, members of the Johnson family
may be deemed, under the Investment Company Act of 1940, to form a controlling
group with respect to FMR LLC.
This filing reflects the securities beneficially owned, or that may be deemed
to be beneficially owned, by FMR LLC, certain of its subsidiaries and
affiliates, and other companies (collectively, the "FMR Reporters"). This
filing does not reflect securities, if any, beneficially owned by certain
other companies whose beneficial ownership of securities is disaggregated from
that of the FMR Reporters in accordance with Securities and Exchange
Commission Release No. 34-39538 (January 12, 1998).
RULE 13d-1(k)(1) AGREEMENT
The undersigned persons, on November 8, 2024, agree and consent to the joint
filing on their behalf of this Schedule 13G in connection with their
beneficial ownership of the CLASS A COMMON STOCK of NEBIUS GROUP NV at
September 30, 2024.
FMR LLC
By /s/ Stephanie J. Brown
Stephanie J. Brown
Duly authorized under Power of Attorney effective as of January 3, 2023, by
and on behalf of FMR LLC and its direct and indirect subsidiaries*
Abigail P. Johnson
By /s/ Stephanie J. Brown
Stephanie J. Brown
Duly authorized under Power of Attorney effective as of January 26, 2023, by
and on behalf of Abigail P. Johnson**
* This power of attorney is incorporated herein by reference to Exhibit 24 to
the Schedule 13G filed by FMR LLC on January 10, 2023, accession number:
0000315066-23-000003.
** This power of attorney is incorporated herein by reference to Exhibit 24 to
the Schedule 13G filed by FMR LLC on January 31, 2023, accession number:
0000315066-23-000038.
