UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
ABB Ltd
(Name of Issuer)
Registered Shares, par value CHF 0.12
(Title of Class of Securities)
ISIN CH0012221716
(CUSIP Number)
Richard Bernstein, Esq.
Lowenstein Sandler LLP
1251 Avenue of the Americas, 17th Floor
New York, New York 10020
(646) 414-6842
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 27, 2022
(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. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
*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 disclosures provided in a prior cover page.
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).
Cusip No. ISIN CH0012221716
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only): Investor AB |
| 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): Not Applicable |
| 6. | Citizenship or Place of Organization: Kingdom of Sweden |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power:
265,385,142* | |
| 8. | Shared Voting Power:
0* | ||
| 9. | Sole Dispositive Power:
265,385,142* | ||
| 10. | Shared Dispositive Power:
0* |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person: 265,385,142* |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): Not Applicable |
| 13. | Percent of Class Represented by Amount in Row (11): 14.0%* |
| 14. | Type of Reporting Person (See Instructions): HC |
*As of June 27, 2022 (the “Filing Date”), Investor AB, a limited liability company incorporated under the laws of the Kingdom of Sweden (the “Reporting Person”), through one or more intermediate entities, possesses the sole power to vote and the sole power to direct the disposition of all securities of ABB Ltd, a limited liability company incorporated under the laws of Switzerland (the “Company”), held by the Reporting Person. Based upon the Company’s disclosure as set forth on its investor relations web page, viewed as of the Filing Date, as of June 14, 2022, there were 1,900,549,857 issued and outstanding Registered Shares, par value CHF 0.12 (the “Registered Shares”). Thus, for the purposes of Rule 13d-3 under the Securities Exchange Act of 1934 (the “Act”), the Reporting Person is deemed to beneficially own 14.0% of the Registered Shares issued and outstanding as of the Filing Date. In addition to the Registered Shares held by the Reporting Person and deemed beneficially owned by the Reporting Person, executive officers and directors of the Reporting Person (collectively, the “Executive Officers and Directors”) hold Registered Shares. Two of the Executive Officers and Directors are members of the Company’s Board of Directors and hold Registered Shares. Pursuant to Rule 13d-4 under the Act, the Reporting Person disclaims the beneficial ownership of any Registered Shares held by the Executive Officers and Directors.
| Page 2 |
| Item 2. | Identity and Background. |
Item 2 of this Schedule 13D is hereby amended by adding the following paragraph to the end of Item 2:
As of the Filing Date, Schedule A annexed hereto has been amended and restated in its entirety and sets forth the Reporting Person’s Executive Officers and Directors as of the Filing Date.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 of this Schedule 13D is hereby amended and restated as follows:
As of the Filing Date the Reporting Person, through one or more intermediate entities, possesses the sole power to vote and the sole power to direct the disposition of all securities of the Company held by the Reporting Person. Based upon the Company’s disclosure as set forth on its investor relations web page, viewed as of the Filing Date, as of June 14, 2022, there were 1,900,549,857 issued and outstanding Registered Shares. Thus, for the purposes of Rule 13d-3 under the Securities Exchange Act of 1934 (the “Act”), the Reporting Person is deemed to beneficially own 14.0% of the Registered Shares issued and outstanding as of the Filing Date.
In addition to the Registered Shares held by the Reporting Person and deemed beneficially owned by the Reporting Person, Executive Officers and Directors hold Registered Shares. Two of the Executive Officers and Directors are members of the Company’s Board of Directors and hold Registered Shares. Pursuant to Rule 13d-4 under the Act, the Reporting Person disclaims the beneficial ownership of any Registered Shares held by the Executive Officers and Directors.
Other than as set forth herein, there were no transactions in the Registered Shares, or securities convertible into, exercisable for, or exchangeable for, Registered Shares, by the Reporting Person or any other person or entity controlled by Reporting Person, or any person or entity for which the Reporting Person possesses voting or investment control, during the period commencing sixty (60) days prior to the Filing Date.
The Reporting Person has historically sold put options that permit the holder of the put option to require the Reporting Person to purchase the Registered Shares in accordance with the terms of the applicable put option. The Reporting Person may sell, on one or more occasions, additional put options.
Nothing set forth herein shall be construed as an admission by the Reporting Person, or any other person or entity, that the Reporting Person, or any other person or entity, is the beneficial owner of any of the Company’s securities that are beneficially owned by any other person or entity for the purposes of Section 13(d) of the Act, or for any other purposes.
Except as otherwise described herein, no contracts, arrangements, understandings, or similar relationships exist with respect to the securities of the Company between the Reporting Person, or any other person or entity controlled by Reporting Person, or any person or entity for which the Reporting Person possesses voting or investment control, and any other person or entity.
[signatures follow on the next page]
| Page 3 |
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.
| June 27, 2022 | ||
| INVESTOR AB | ||
| By: | /s/ Johan Forssell | |
| Johan Forssell | ||
| Authorized Signatory | ||
| By: | /s/ Petra Hedengran | |
| Petra Hedengran | ||
| Authorized Signatory | ||
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
| Page 4 |
SCHEDULE A
EXECUTIVE OFFICERS AND DIRECTORS
| Name | Position | Citizenship | Present Principal Occupation | Business Address | ||||
| Jacob Wallenberg | Chairman | Swedish | Chairman of the Board | Arsenalsgatan 8C, SE-103 32 Stockholm, Sweden | ||||
| Johan Forssell | CEO, Director | Swedish | Chief Executive Officer, President, and Director | Arsenalsgatan 8C, SE-103 32 Stockholm, Sweden | ||||
| Gunnar Brock | Director | Swedish | Director | Arsenalsgatan 8C, SE-103 32 Stockholm, Sweden | ||||
| Tom Johnstone | Director | British | Director | Arsenalsgatan 8C, SE-103 32 Stockholm, Sweden | ||||
Magdalena Gerger |
Director | Swedish | Director | Arsenalsgatan 8C, SE-103 32 Stockholm, Sweden | ||||
| Grace Reksten Skaugen | Director | Norwegian | Director | Arsenalsgatan 8C, SE-103 32 Stockholm, Sweden | ||||
| Hans Stråberg | Director | Swedish | Director | Arsenalsgatan 8C, SE-103 32 Stockholm, Sweden | ||||
| Marcus Wallenberg | Director | Swedish | Director | Arsenalsgatan 8C, SE-103 32 Stockholm, Sweden | ||||
| Sara Öhrvall Conradi | Director | Swedish | Director | Arsenalsgatan 8C, SE-103 32 Stockholm, Sweden | ||||
| Isabelle Kocher | Director | French and Swiss | Director | Arsenalsgatan 8C, SE-103 32 Stockholm, Sweden | ||||
| Sven Nyman | Director | Swedish | Director | Arsenalsgatan 8C, SE-103 32 Stockholm, Sweden | ||||
| Petra Hedengran | Managing Director | Swedish | General Counsel and Head of Corporate Governance and Compliance | Arsenalsgatan 8C, SE-103 32 Stockholm, Sweden | ||||
| Helena Saxon | Managing Director | Swedish | Chief Financial Officer | Arsenalsgatan 8C, SE-103 32 Stockholm, Sweden | ||||
| Daniel Nodhäll | Managing Director | Swedish | Head of Listed Core Investments | Arsenalsgatan 8C, SE-103 32 Stockholm, Sweden | ||||
| Viveka Hirdman-Ryrberg | Managing Director | Swedish | Head of Corporate Communication and Sustainability | Arsenalsgatan 8C, SE-103 32 Stockholm, Sweden |