SEC Form SC 13D/A filed by Qualtrics International Inc. (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Qualtrics International Inc.
(Name of Issuer)
Class A Common Stock, $0.0001 par value per share
(Title of Class of Securities)
747601201
(CUSIP Number)
Andrew J. Schader, Esq.
Silver Lake
55 Hudson Yards
550 West 34th Street, 40th Floor
New York, NY 10001
(212) 981-5600
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
With copies to:
Kenneth Wallach, Esq.
Hui Lin, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
(212) 455-2000
February 18, 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, as amended (the “Exchange 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. 747601201
|
Page 2 of 11 |
| 1. |
Names of Reporting Persons.
SLP Quartz Aggregator, L.P. | |||||
| 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)
OO | |||||
| 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:
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
22,518,484 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
22,518,484 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
22,518,484 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
15.3% (1) | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Shares of Class A Common Stock beneficially owned represent 3.9% of the total common stock of the Issuer. See Item 5. |
| CUSIP NO. 747601201 |
Page 3 of 11 |
| 1. |
Names of Reporting Persons.
SLP VI Aggregator GP, L.L.C. | |||||
| 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)
OO | |||||
| 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:
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
22,518,484 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
22,518,484 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
22,518,484 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
15.3% (1) | |||||
| 14. | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | Calculated pursuant to Rule 13d-3 of the Exchange Act. Shares of Class A Common Stock beneficially owned represent 3.9% of the total common stock of the Issuer. See Item 5. |
| CUSIP NO. 747601201 |
Page 4 of 11 |
| 1. |
Names of Reporting Persons.
Silver Lake Partners VI DE (AIV), L.P. | |||||
| 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)
OO | |||||
| 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:
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
1,659,779 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
1,659,779 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,659,779 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
1.1% (1) | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Calculated pursuant to Rule 13d-3 of the Exchange Act). Shares of Class A Common Stock beneficially owned represent less than 0.3% of the total common stock of the Issuer. See Item 5. |
| CUSIP NO. 747601201 |
Page 5 of 11 |
| 1. |
Names of Reporting Persons.
Silver Lake Technology Investors VI, L.P. | |||||
| 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)
OO | |||||
| 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:
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
132,638 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
132,638 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
132,638 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
Less than 0.1% (1) | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Calculated pursuant to Rule 13d-3 of the Exchange Act. Shares of Class A Common Stock beneficially owned represent less than 0.1% of the total common stock of the Issuer. See Item 5. |
| CUSIP NO. 747601201 |
Page 6 of 11 |
| 1. |
Names of Reporting Persons.
Silver Lake Technology Associates VI, L.P. | |||||
| 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)
OO | |||||
| 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:
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
24,310,901 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
24,310,901 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
24,310,901 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
16.5% (1) | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Calculated pursuant to Rule 13d-3 of the Exchange Act. Shares of Class A Common Stock beneficially owned represent 4.3% of the total common stock of the Issuer. See Item 5. |
| CUSIP NO. 747601201
|
Page 7 of 11 |
| 1. |
Names of Reporting Persons.
SLTA VI (GP), L.L.C. | |||||
| 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)
OO | |||||
| 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:
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
24,310,901 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
24,310,901 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
24,310,901 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
16.5% (1) | |||||
| 14. | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | Calculated pursuant to Rule 13d-3 of the Exchange Act. Shares of Class A Common Stock beneficially owned represent 4.3% of the total common stock of the Issuer. See Item 5. |
| CUSIP NO. 747601201 | Page 8 of 11 |
| 1. |
Names of Reporting Persons.
Silver Lake Group, L.L.C. | |||||
| 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)
OO | |||||
| 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:
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
24,310,901 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
24,310,901 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
24,310,901 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
16.5% (1) | |||||
| 14. | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | Calculated pursuant to Rule 13d-3 of the Exchange Act. Shares of Class A Common Stock beneficially owned represent 4.3% of the total common stock of the Issuer. See Item 5. |
This Amendment No. 2 (the “Amendment”) amends the statement on Schedule 13D originally filed by certain of the Reporting Persons (as defined below) on February 11, 2021, as amended by Amendment No. 1 to Schedule 13D filed on May 24, 2021 (as amended, the “Schedule 13D”) relating to the Class A common stock, $0.0001 par value per share (the “Class A Common Stock”) of Qualtrics International Inc., a Delaware corporation (the “Issuer”).
The Items below amend the information disclosed under the corresponding Items of the Schedule 13D as described below. Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined herein shall have the meanings attributed to them in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is hereby amended and supplemented as follows:
The additional 1,574,827 shares of Class A Common Stock purchased since the date of the filing of Amendment No. 1 to Schedule 13D were purchased by SLP VI and SLTI VI for an aggregate purchase price of $45,169,588 and $3,609,657 (excluding commissions), respectively. The source of funds for such transactions was funds available to SLP VI and SLTI VI, respectively, including capital contributions from their respective investors, and in the case of shares purchased by SLP VI, for cash management purposes in advance of a capital call, short-term borrowings under an existing revolving credit facility, which amounts are expected to be repaid upon the funding of capital contributions from its investors.
Item 5. Interest in Securities of the Issuer
Items 5(a), (b) and (c) of the Schedule 13D are hereby amended and restated as follows:
The information contained in rows 7, 8, 9, 10, 11 and 13 on each of the cover pages of this Schedule 13D and the information set forth or incorporated in Items 2, 3 and 6 is incorporated by reference in its entirety into this Item 5.
(a) – (b) The Reporting Persons may be deemed to beneficially own an aggregate of 24,310,901 shares of Class A Common Stock, or 16.5% of the Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which reflects 1,659,779 shares of Class A Common Stock held by SLP VI, 132,638 shares of Class A Common Stock held by SLTI VI and 22,518,484 shares of Class A Common Stock held by SLP Quartz. The shares of Class A Common Stock beneficially owned represent approximately 4.3% of the total common stock of the Issuer (“Company Common Stock”), representing approximately 0.6% of the total voting power of Company Common Stock outstanding.
Calculations of beneficial ownership and voting power described herein are based on 147,309,254 shares of Class A Common Stock and 423,170,610 shares of Class B common stock of the Issuer outstanding as of December 31, 2021, as set forth in the prospectus supplement filed by the Issuer with the Securities and Exchange Commission on January 3, 2022.
Information with respect to the beneficial ownership of Class A Common Stock by the individuals listed in Annex A is set forth in Annex A filed with the Schedule 13D filed by the Reporting Persons on February 11, 2021 and incorporated herein by reference in response to this Item 5.
(c) Except as set forth in Annex B attached to this Schedule 13D, none of the Reporting Persons have effected any transaction with respect to the Class A Common Stock during the past 60 days.
Signatures
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: February 23, 2022
| SLP Quartz Aggregator, L.P. | ||
| By: | SLP VI Aggregator GP, L.L.C. its general partner | |
| By: | Silver Lake Technology Associates VI, L.P., its managing member | |
| By: | SLTA VI (GP), L.L.C., its general partner | |
| By: | Silver Lake Group, L.L.C., its managing member | |
| By: | /s/ Andrew J. Schader | |||
| Name: Andrew J. Schader | ||||
| Title: Managing Director and General Counsel | ||||
| SLP VI Aggregator GP, L.L.C. | ||
| By: | Silver Lake Technology Associates VI, L.P., its managing member | |
| By: | SLTA VI (GP), L.L.C., its general partner | |
| By: | Silver Lake Group, L.L.C., its managing member | |
| By: | /s/ Andrew J. Schader | |||
| Name: Andrew J. Schader | ||||
| Title: Managing Director and General Counsel | ||||
| Silver Lake Partners VI DE (AIV), L.P. | ||
| By: | Silver Lake Technology Associates VI, L.P., its general partner | |
| By: | SLTA VI (GP), L.L.C., its general partner | |
| By: | Silver Lake Group, L.L.C., its managing member | |
| By: | /s/ Andrew J. Schader | |||
| Name: Andrew J. Schader | ||||
| Title: Managing Director and General Counsel | ||||
| Silver Lake Technology Investors VI, L.P. | ||||
| By: | Silver Lake Technology Associates VI, L.P., its general partner | |||
| By: | SLTA VI (GP), L.L.C., its general partner | |||
| By: | Silver Lake Group, L.L.C., its managing member | |||
| By: | /s/ Andrew J. Schader | |||
| Name: | Andrew J. Schader | |||
| Title: | Managing Director and General Counsel | |||
| Silver Lake Technology Associates VI, L.P. | ||||
| By: | SLTA VI (GP), L.L.C., its general partner | |||
| By: | Silver Lake Group, L.L.C., its managing member | |||
| By: | /s/ Andrew J. Schader | |||
| Name: | Andrew J. Schader | |||
| Title: | Managing Director and General Counsel | |||
| SLTA VI (GP), L.L.C. | ||||
| By: | Silver Lake Group, L.L.C., its managing member | |||
| By: | /s/ Andrew J. Schader | |||
| Name: | Andrew J. Schader | |||
| Title: | Managing Director and General Counsel | |||
| Silver Lake Group, L.L.C. | ||||
| By: | /s/ Andrew J. Schader | |||
| Name: | Andrew J. Schader | |||
| Title: | Managing Director and General Counsel | |||
Annex B
Transactions during the past 60 days, all of which were open market purchases of Class A Common Stock.
| Date | Number of Shares Acquired |
Weighted Avg. Price Per Share |
Price Range Per Share |
Purchaser | ||||||||
| January 31, 2022 |
14,871 | $28.9836 | $28.93 to $29.00 | Silver Lake Partners VI DE (AIV), L.P. | ||||||||
| January 31, 2022 |
1,188 | $28.9836 | $28.93 to $29.00 | Silver Lake Technology Investors VI, L.P. | ||||||||
| February 1, 2022 |
18,517 | $28.8630 | $28.63 to $29.00 | Silver Lake Partners VI DE (AIV), L.P. | ||||||||
| February 1, 2022 |
1,480 | $28.8630 | $28.63 to $29.00 | Silver Lake Technology Investors VI, L.P. | ||||||||
| February 2, 2022 |
178,178 | $28.6871 | $28.14 to $29.00 | Silver Lake Partners VI DE (AIV), L.P. | ||||||||
| February 2, 2022 |
14,239 | $28.6871 | $28.14 to $29.00 | Silver Lake Technology Investors VI, L.P. | ||||||||
| February 3, 2022 |
175,384 | $28.6836 | $28.40 to $28.91 | Silver Lake Partners VI DE (AIV), L.P. | ||||||||
| February 3, 2022 |
14,016 | $28.6836 | $28.40 to $28.91 | Silver Lake Technology Investors VI, L.P. | ||||||||
| February 4, 2022 |
13,768 | $28.7498 | $28.42 to $28.98 | Silver Lake Partners VI DE (AIV), L.P. | ||||||||
| February 4, 2022 |
1,100 | $28.7498 | $28.42 to $28.98 | Silver Lake Technology Investors VI, L.P. | ||||||||
| February 18, 2022 |
38,848 | $28.8224 | $28.695 to $29.00 | Silver Lake Partners VI DE (AIV), L.P. | ||||||||
| February 18, 2022 |
3,104 | $28.8224 | $28.695 to $29.00 | Silver Lake Technology Investors VI, L.P. | ||||||||
| February 22, 2022 |
80,805 | $27.9756 | $27.56 to $28.55 | Silver Lake Partners VI DE (AIV), L.P. | ||||||||
| February 22, 2022 |
6,458 | $27.9756 | $27.56 to $28.55 | Silver Lake Technology Investors VI, L.P. | ||||||||
| February 22, 2022 |
9,675 | $28.6472 | $28.56 to $28.74 | Silver Lake Partners VI DE (AIV), L.P. | ||||||||
| February 22, 2022 |
773 | $28.6472 | $28.56 to $28.74 | Silver Lake Technology Investors VI, L.P. | ||||||||
The Reporting Persons undertake to provide, upon request of the staff of the Securities and Exchange Commission, full information regarding the number of shares of Class A Common Stock purchased at each separate price within the price ranges set forth on the table above.