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    Amendment: SEC Form SC 13G/A filed by Teradata Corporation

    11/14/24 4:01:46 PM ET
    $TDC
    Computer Software: Prepackaged Software
    Technology
    Get the next $TDC alert in real time by email
    SC 13G/A 1 form_sc13gateradatacorp.htm


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

    SCHEDULE 13G

    Under the Securities Exchange Act of 1934
    (Amendment No. 2)*

    Teradata Corporation
    (Name of Issuer)

    Common Stock, par value $0.01 per share
    (Title of Class of Securities)

    88076W103
    (CUSIP Number)

    September 30, 2024
    (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.: 88076W103
     
     
     
     
    1
    NAME OF REPORTING PERSON
    Lynrock Lake LP
    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
    6,666,666
    6
    SHARED VOTING POWER
    0
    7
    SOLE DISPOSITIVE POWER
    6,666,666
    8
    SHARED DISPOSITIVE POWER
    0
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    6,666,666
    10
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
    11
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
    6.9% (1)
    12
    TYPE OF REPORTING PERSON
    PN, IA
    (1) Based on 96,000,000 shares of Common Stock of Teradata Corporation (the “Issuer”) outstanding as of September 30, 2024, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on November 5, 2024.

    CUSIP No.: 88076W103
     
     
     
     
    1
    NAME OF REPORTING PERSON
    Lynrock Lake Partners LLC
    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
    6,666,666
    6
    SHARED VOTING POWER
    0
    7
    SOLE DISPOSITIVE POWER
    6,666,666
    8
    SHARED DISPOSITIVE POWER
    0
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    6,666,666
    10
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
    11
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
    6.9% (1)
    12
    TYPE OF REPORTING PERSON
    OO, HC
    (1) Based on 96,000,000 shares of Common Stock of the Issuer outstanding as of September 30, 2024, as reported in the Issuer's Form 10-Q filed with the SEC on November 5, 2024.

    CUSIP No.: 88076W103
     
     
     
     
    1
    NAME OF REPORTING PERSON
    Cynthia Paul
    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
    6,666,666
    6
    SHARED VOTING POWER
    0
    7
    SOLE DISPOSITIVE POWER
    6,666,666
    8
    SHARED DISPOSITIVE POWER
    0
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    6,666,666
    10
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
    11
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
    6.9% (1)
    12
    TYPE OF REPORTING PERSON
    IN, HC
    (1) Based on 96,000,000 shares of Common Stock of the Issuer outstanding as of September 30, 2024, as reported in the Issuer's Form 10-Q filed with the SEC on November 5, 2024.

    CUSIP No.: 88076W103
     
     
     
    ITEM 1(a).
    NAME OF ISSUER:
     
     
     
    Teradata Corporation (the “Issuer”)
     
     
    ITEM 1(b).
    ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
     
     
     
    17095 Via Del Campo
    San Diego, California 92127
     
     
    ITEM 2(a).
    NAME OF PERSON FILING:
     
     
     
    Lynrock Lake LP
    Lynrock Lake Partners LLC
    Cynthia Paul
     
     
    ITEM 2(b).
    ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
     
     
     
    2 International Drive, Suite 130
    Rye Brook, NY 10573
     
     
    ITEM 2(c).
    CITIZENSHIP:
     
     
     
    Lynrock Lake LP - Delaware
    Lynrock Lake Partners LLC - Delaware
    Cynthia Paul - United States
     
     
    ITEM 2(d).
    TITLE OF CLASS OF SECURITIES:
     
     
     
    Common Stock, par value $0.01 per share (“Common Stock”)
     
     
    ITEM 2(e).
    CUSIP NUMBER:
     
     
     
    88076W103

    ITEM 3.
    IF THIS STATEMENT IS FILED PURSUANT TO SECTION 240.13d-1(b), or 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. 78c);
     
     
     
    (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).
     
     
    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 as of September 30, 2024:
     
     
    Lynrock Lake LP - 6,666,666
    Lynrock Lake Partners LLC - 6,666,666
    Cynthia Paul - 6,666,666
     
     
     
     
    (b)
    Percent of class as of September 30, 2024:
     
     
    Lynrock Lake LP - 6.9%
    Lynrock Lake Partners LLC - 6.9%
    Cynthia Paul - 6.9%
     
     
     
     
    (c)
         Number of shares as to which the person has:
     
     
     
     
     
    (i) Sole power to vote or to direct the vote:
     
     
    Lynrock Lake LP - 6,666,666
    Lynrock Lake Partners LLC - 6,666,666
    Cynthia Paul - 6,666,666
     
     
     
     
     
    (ii) Shared power to vote or to direct the vote:
     
     
    Lynrock Lake LP - 0
    Lynrock Lake Partners LLC - 0
    Cynthia Paul - 0
     
     
     
     
     
    (iii) Sole power to dispose or to direct the disposition of:
     
     
    Lynrock Lake LP - 6,666,666
    Lynrock Lake Partners LLC - 6,666,666
    Cynthia Paul - 6,666,666
     
     
     
     
     
    (iv) Shared power to dispose or to direct the disposition of:
     
     
    Lynrock Lake LP - 0
    Lynrock Lake Partners LLC - 0
    Cynthia Paul - 0
     
     
     

    As of September 30, 2024, Lynrock Lake Master Fund LP (“Lynrock Lake Master”) directly held 6,666,666 shares of the Issuer's Common Stock. Lynrock Lake LP (the “Investment Manager”) is the investment manager of Lynrock Lake Master, and pursuant to an investment management agreement, the Investment Manager has been delegated full voting and investment power over securities of the Issuer held by Lynrock Lake Master. Cynthia Paul, the Chief Investment Officer of the Investment Manager and Sole Member of Lynrock Lake Partners LLC, the general partner of the Investment Manager, may be deemed to exercise voting and investment power over securities of the Issuer held by Lynrock Lake Master.

     
    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:
     
     
     
    As disclosed in Item 4 of this Schedule 13G, as of September 30, 2024, Lynrock Lake Master directly held 6,666,666 shares of the Issuer's Common Stock. Certain feeder funds that invest in Lynrock Lake Master may have the right to receive dividends from, or the proceeds from the sale of, the securities directly held by Lynrock Lake Master.
     
     
    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:
     
     
     
    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.

    Date: November 14, 2024

    LYNROCK LAKE LP
    By: Lynrock Lake Partners LLC,
    its general partner
     
     
     
     
    By:
    /s/ Cynthia Paul
     
    Name:
    Cynthia Paul
     
    Title:
    Sole Member
     
     
     
     
     
     
     
    LYNROCK LAKE PARTNERS LLC
     
     
     
     
    By:
    /s/ Cynthia Paul
     
    Name:
    Cynthia Paul
     
    Title:
    Sole Member
     
     
     
     
    /s/ Cynthia Paul
     
     
    CYNTHIA PAUL
     

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