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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
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Opendoor Technologies Inc. (Name of Issuer) |
Common Stock, $0.0001 par value (Title of Class of Securities) |
683712103 (CUSIP Number) |
Alejandro Moreno Access Industries, Inc., 40 West 57th St., 28th Floor New York, NY, 10019 (212) 247-6400 Langhorne S. Perrow Access Industries, Inc., 40 West 57th St., 28th Floor New York, NY, 10019 (212) 247-6400 Nicholas P. Pellicani Debevoise & Plimpton LLP, 28 Tudor Street London, X0, EC4Y 0AY 44 20 7786 9000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
09/12/2025 (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.
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).
SCHEDULE 13D
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| CUSIP No. | 683712103 |
| 1 |
Name of reporting person
Access Industries Management, 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)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
42,724,914.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.76 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
* Based on an aggregate of 742,119,598 shares of Common Stock issued and outstanding, consisting of (i) 735,954,186 shares stated to be outstanding as of July 29, 2025, as stated on the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025, filed with the Securities and Exchange Commission (the "SEC") on August 5, 2025 and (ii) an aggregate of 6,165,412 shares issued by the Issuer in a private placement on September 10, 2025.
SCHEDULE 13D
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| CUSIP No. | 683712103 |
| 1 |
Name of reporting person
AI LiquidRE 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
42,650,812.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
 | ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.75 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
* Excludes shares of Common Stock that are owned directly by LBIT 2022 LLC.
** Based on an aggregate of 742,119,598 shares of Common Stock issued and outstanding, consisting of (i) 735,954,186 shares stated to be outstanding as of July 29, 2025, as stated on the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025, filed with the SEC on August 5, 2025 and (ii) an aggregate of 6,165,412 shares issued by the Issuer in a private placement on September 10, 2025.
SCHEDULE 13D
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| CUSIP No. | 683712103 |
| 1 |
Name of reporting person
Len Blavatnik | ||||||||
| 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)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
42,724,914.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.76 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
* Based on an aggregate of 742,119,598 shares of Common Stock issued and outstanding, consisting of (i) 735,954,186 shares stated to be outstanding as of July 29, 2025, as stated on the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025, filed with the SEC on August 5, 2025 and (ii) an aggregate of 6,165,412 shares issued by the Issuer in a private placement on September 10, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.0001 par value | |
| (b) | Name of Issuer:
Opendoor Technologies Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
410 N. Scottsdale Road, Suite 1000, Tempe,
ARIZONA
, 85288. | |
Item 1 Comment:
This Amendment No. 4 to Schedule 13D is being filed by Access Industries Management, LLC ("AIM"), AI LiquidRE LLC ("AIL"), LBIT 2002 LLC ("LBIT") and Len Blavatnik (collectively, the "Reporting Persons", and each, a "Reporting Person") to report a change in the percentage of shares of common stock, $0.0001 par value per share (the "Common Stock"), of Opendoor Technologies Inc. (the "Issuer") beneficially owned by the Reporting Persons.
The Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission (the "SEC") on December 28, 2020, as amended and supplemented by Amendment No. 1 to the Schedule 13D, filed with the SEC on August 24, 2021, Amendment No. 2 to the Schedule 13D, filed with the SEC on October 6, 2021 and Amendment No. 3 to the Schedule 13D, filed with the SEC on May 6, 2024, is hereby amended and supplemented by the Reporting Persons as set forth below in this Amendment No. 4. This amendment is filed by the Reporting Persons in accordance with Rule 13d-2 of the Securities Exchange Act of 1934, as amended, and refers only to information that has materially changed since the filing of the Schedule 13D. The items identified below, or the particular paragraphs of such items which are identified below, are amended as set forth below. Unless otherwise indicated, all capitalized terms used and not defined herein have the respective meanings assigned to them in the Schedule 13D.
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| Item 4. | Purpose of Transaction | |
The disclosure in Item 4 to the Schedule is hereby supplemented by adding the following at the end thereof:
On September 10, 2025, Pueo Keffer informed the Issuer's board of directors of his decision to retire from his position as director and all committees of the Issuer's board of directors, effective immediately.
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| Item 5. | Interest in Securities of the Issuer | |
| (a) | The disclosure in Items 5(a), (b) and (c) is hereby amended and restated in its entirety to read as follows:
(a) and (b) The responses of each of the Reporting Persons with respect to Rows 11, 12, and 13 of the cover pages of this Schedule 13D that relate to the aggregate number and percentage of Common Stock (including, but not limited to, footnotes to such information) are incorporated herein by reference.
The responses of each of the Reporting Persons with respect to Rows 7, 8, 9, and 10 of the cover pages of this Schedule 13D that relate to the number of Common Stock as to which each of the persons or entities referenced in Item 2 has sole or shared power to vote or to direct the vote of and sole or shared power to dispose of or to direct the disposition of (including, but not limited to, footnotes to such information) are incorporated herein by reference.
42,650,812 shares of Common Stock are owned directly by AIL and may be deemed to be beneficially owned by AIM and Len Blavatnik because (i) AIM is the controlling entity of AIL and (ii) Len Blavatnik controls AIM and holds a majority of the outstanding voting interests in AIL. Each of the Reporting Persons (other than AIL), and each of their affiliated entities and the officers, partners, members and managers thereof, disclaims beneficial ownership of these securities.
74,102 shares of Common Stock are owned directly by LBIT and may be deemed to be beneficially owned by AIM and Len Blavatnik because (i) AIM is the controlling entity of LBIT and (ii) Len Blavatnik controls AIM and LBIT. Each of the Reporting Persons (other than LBIT), and each of their affiliated entities and the officers, partners, members and managers thereof, disclaims beneficial ownership of these securities.
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| (c) | On September 12, 2025, AIL sold 10,874,000 shares of Common Stock at a weighted average price of $9.1976 per share in open market transactions.1
(1) These shares were sold in multiple transactions at prices ranging from $8.7650 to $9.7650, inclusive. The Reporting Persons undertake to provide to the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within such range.
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| Item 7. | Material to be Filed as Exhibits. | |
99.3.4 Joint Filing Agreement, dated as of September 16, 2025. | ||
| 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.
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Comments accompanying signature:
*The above signed, by signing his name hereto, executes this Schedule 13D pursuant to the Limited Power of Attorney executed on behalf of Mr. Blavatnik and filed herewith. |