Amendment: SEC Form SCHEDULE 13G/A filed by Docebo Inc.
$DCBO
Computer Software: Prepackaged Software
Technology
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 3)
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Docebo Inc. (Name of Issuer) |
Common Shares, no par value (Title of Class of Securities) |
25609L105 (CUSIP Number) |
03/31/2025 (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)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 25609L105 |
| 1 | Names of Reporting Persons
WPGG 14 Investment Ltd. IV | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,630,715.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
12.25 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Calculated based upon 29,633,182 shares of common stock ("Common Shares") outstanding as of May 8, 2025, as reported on Exhibit 99.2 to the Issuer's Form 6-K filed with the Securities and Exchange Commission (the "SEC") on May 9, 2025.
SCHEDULE 13G
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| CUSIP No. | 25609L105 |
| 1 | Names of Reporting Persons
Warburg Pincus (Callisto) Global Growth 14 (Cayman), L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,017,362.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
3.43 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Calculated based upon 29,633,182 Common Shares outstanding as of May 8, 2025, as reported on Exhibit 99.2 to the Issuer's Form 6-K filed with the SEC on May 9, 2025.
SCHEDULE 13G
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| CUSIP No. | 25609L105 |
| 1 | Names of Reporting Persons
Warburg Pincus (Europa) Global Growth 14 (Cayman), L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
555,064.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.87 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Calculated based upon 29,633,182 Common Shares outstanding as of May 8, 2025, as reported on Exhibit 99.2 to the Issuer's Form 6-K filed with the SEC on May 9, 2025.
SCHEDULE 13G
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| CUSIP No. | 25609L105 |
| 1 | Names of Reporting Persons
Warburg Pincus Global Growth 14-B (Cayman), L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,040,817.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
3.51 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Calculated based upon 29,633,182 Common Shares outstanding as of May 8, 2025, as reported on Exhibit 99.2 to the Issuer's Form 6-K filed with the SEC on May 9, 2025.
SCHEDULE 13G
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| CUSIP No. | 25609L105 |
| 1 | Names of Reporting Persons
Warburg Pincus Global Growth 14-E (Cayman), L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
439,026.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.48 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Calculated based upon 29,633,182 Common Shares outstanding as of May 8, 2025, as reported on Exhibit 99.2 to the Issuer's Form 6-K filed with the SEC on May 9, 2025.
SCHEDULE 13G
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| CUSIP No. | 25609L105 |
| 1 | Names of Reporting Persons
Warburg Pincus Global Growth 14 Partners (Cayman), L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
169,482.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.57 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Calculated based upon 29,633,182 Common Shares outstanding as of May 8, 2025, as reported on Exhibit 99.2 to the Issuer's Form 6-K filed with the SEC on May 9, 2025.
SCHEDULE 13G
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| CUSIP No. | 25609L105 |
| 1 | Names of Reporting Persons
WP Global Growth 14 Partners (Cayman), L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
408,964.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.38 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Calculated based upon 29,633,182 Common Shares outstanding as of May 8, 2025, as reported on Exhibit 99.2 to the Issuer's Form 6-K filed with the SEC on May 9, 2025.
SCHEDULE 13G
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| CUSIP No. | 25609L105 |
| 1 | Names of Reporting Persons
Warburg Pincus (Cayman) Global Growth 14 GP, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,630,715.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
12.25 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Calculated based upon 29,633,182 Common Shares outstanding as of May 8, 2025, as reported on Exhibit 99.2 to the Issuer's Form 6-K filed with the SEC on May 9, 2025.
SCHEDULE 13G
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| CUSIP No. | 25609L105 |
| 1 | Names of Reporting Persons
Warburg Pincus (Cayman) Global Growth 14 GP LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,630,715.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
12.25 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Calculated based upon 29,633,182 Common Shares outstanding as of May 8, 2025, as reported on Exhibit 99.2 to the Issuer's Form 6-K filed with the SEC on May 9, 2025.
SCHEDULE 13G
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| CUSIP No. | 25609L105 |
| 1 | Names of Reporting Persons
Warburg Pincus Partners II (Cayman), L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,630,715.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
12.25 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Calculated based upon 29,633,182 Common Shares outstanding as of May 8, 2025, as reported on Exhibit 99.2 to the Issuer's Form 6-K filed with the SEC on May 9, 2025.
SCHEDULE 13G
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| CUSIP No. | 25609L105 |
| 1 | Names of Reporting Persons
Warburg Pincus (Bermuda) Private Equity GP Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,630,715.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
12.25 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Calculated based upon 29,633,182 Common Shares outstanding as of May 8, 2025, as reported on Exhibit 99.2 to the Issuer's Form 6-K filed with the SEC on May 9, 2025.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Docebo Inc. | |
| (b) | Address of issuer's principal executive offices:
366 Adelaide St. West, Suite 701, Toronto, Ontario, Canada M5V 1R7 | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is being jointly filed by each of the persons below pursuant to Rule 13d-1(k) promulgated by the SEC pursuant to Section 13 of the Act, all of whom together are referred to herein as the "Reporting Persons":
(i) WPGG 14 Investment Ltd. IV ("WPGG Investment")
(ii) Warburg Pincus (Callisto) Global Growth 14 (Cayman), L.P. ("Callisto")
(iii) Warburg Pincus (Europa) Global Growth 14 (Cayman), L.P. ("Europa")
(iv) Warburg Pincus Global Growth 14-B (Cayman), L.P. ("GG 14-B")
(v) Warburg Pincus Global Growth 14-E (Cayman), L.P. ("GG 14-E")
(vi) Warburg Pincus Global Growth 14 Partners (Cayman), L.P. ("GG 14 Partners")
(vii) WP Global Growth 14 Partners (Cayman), L.P. ("WP 14 Partners")
(viii) Warburg Pincus (Cayman) Global Growth 14 GP, L.P. ("Cayman GP L.P.")
(ix) Warburg Pincus (Cayman) Global Growth 14 GP LLC ("Cayman GP LLC")
(x) Warburg Pincus Partners II (Cayman), L.P. ("Cayman Partners II")
(xi) Warburg Pincus (Bermuda) Private Equity GP Ltd. ("Bermuda PE") | |
| (b) | Address or principal business office or, if none, residence:
C/O Warburg Pincus LLC
450 Lexington Ave
New York, NY, 10017 | |
| (c) | Citizenship:
See responses to Item 4 on each cover page. | |
| (d) | Title of class of securities:
Common Shares, no par value | |
| (e) | CUSIP No.:
25609L105 | |
| 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);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (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);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See responses to Item 9 on each cover page.
All ownership percentages are calculated based upon 29,633,182 Common Shares outstanding as of May 8, 2025, as reported on Exhibit 99.2 to the Issuer's Form 6-K filed with the SEC on May 9, 2025.
WPGG Investment directly holds 3,630,715 Common Shares, constituting 12.25% ownership. Callisto, Europa, GG 14-B, GG 14-E, GG 14 Partners, and WP 14 Partners (collectively, the "WP 14 Global Growth Funds") are each members of WPGG Investment.
Cayman GP, L.P. is the general partner of the WP 14 Global Growth Funds, Cayman GP LLC is the general partner of Cayman GP L.P., Cayman Partners II is the general partner of Cayman GP LLC, and Bermuda PE is the general partner of Cayman Partners II; as such, each of the foregoing may be deemed to beneficially own the aggregate 3,630,715 Common Shares held by the WP 14 Global Growth Funds, constituting 12.25% ownership. All share amounts reflected in this Statement have been rounded to the nearest whole Common Share
Investment and voting decisions with respect to the Issuer's Common Shares held by WPGG Investment are made by a committee comprised of three or more individuals and all members of such committee disclaim beneficial ownership of the Issuer's Common Shares.
The filing of this Statement shall not be construed as an admission that any of the Reporting Persons are, for the purpose of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Statement. | |
| (b) | Percent of class:
See responses to Item 11 on each cover page. | |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
See responses to Item 5 on each cover page. | ||
| (ii) Shared power to vote or to direct the vote:
See responses to Item 6 on each cover page. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See responses to Item 7 on each cover page. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See responses to Item 8 on each cover page. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
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. | Certifications: |
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, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| 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:
Warburg Pincus (Callisto) Global Growth 14 (Cayman), L.P. By: Warburg Pincus (Cayman) Global Growth 14 GP, L.P., its general partner By: Warburg Pincus (Cayman) Global Growth 14 GP LLC, its general partner By: Warburg Pincus Partners II (Cayman), L.P., its general partner By: Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
Warburg Pincus (Europa) Global Growth 14 (Cayman), L.P. By: Warburg Pincus (Cayman) Global Growth 14 GP, L.P., its general partner By: Warburg Pincus (Cayman) Global Growth 14 GP LLC, its general partner By: Warburg Pincus Partners II (Cayman), L.P., its general partner By: Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
Warburg Pincus Global Growth 14-B (Cayman), L.P. By: Warburg Pincus (Cayman) Global Growth 14 GP, L.P., its general partner By: Warburg Pincus (Cayman) Global Growth 14 GP LLC, its general partner By: Warburg Pincus Partners II (Cayman), L.P., its general partner By: Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
Warburg Pincus Global Growth 14-E (Cayman), L.P. By: Warburg Pincus (Cayman) Global Growth 14 GP, L.P., its general partner By: Warburg Pincus (Cayman) Global Growth 14 GP LLC, its general partner By: Warburg Pincus Partners II (Cayman), L.P., its general partner By: Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
Warburg Pincus Global Growth 14 Partners (Cayman), L.P. By: Warburg Pincus (Cayman) Global Growth 14 GP, L.P., its general partner By: Warburg Pincus (Cayman) Global Growth 14 GP LLC, its general partner By: Warburg Pincus Partners II (Cayman), L.P., its general partner By: Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
WP Global Growth 14 Partners (Cayman), L.P. By: Warburg Pincus (Cayman) Global Growth 14 GP, L.P., its general partner By: Warburg Pincus (Cayman) Global Growth 14 GP LLC, its general partner By: Warburg Pincus Partners II (Cayman), L.P., its general partner By: Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
Warburg Pincus (Cayman) Global Growth 14 GP, L.P. By: Warburg Pincus (Cayman) Global Growth 14 GP LLC, its general partner By: Warburg Pincus Partners II (Cayman), L.P., its general partner By: Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
Warburg Pincus (Cayman) Global Growth 14 GP LLC By: Warburg Pincus Partners II (Cayman), L.P., its general partner By: Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
Warburg Pincus Partners II (Cayman), L.P. By: Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
Exhibit A Joint Filing Agreement, dated as of May 15, 2023, incorporated by reference to the Schedule 13G filed by the Reporting Person on May 15, 2023.