UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under
the Securities Exchange Act of 1934
(Amendment No. )*
Datto Holding Corp. |
| (Name of Issuer) |
|
Common Stock |
| (Title of Class of Securities) |
23821D 100 |
| (CUSIP Number) |
December 31, 2020
| (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. | 23821D 100 |
| 1 | NAMES
OF REPORTING PERSONS
Austin McChord Non-Exempt Irrevocable Family Trust |
| CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | |
| 2 | (a) ☒ |
| (b) ☐ | |
| 3 | SEC USE ONLY
|
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
Number of Shares Beneficially Owned by |
5 | SOLE VOTING POWER
10,696,711 |
| 6 | SHARED VOTING POWER
-0- | |
Each REPORTING PERSON WITH: |
7 | SOLE DISPOSITIVE POWER
10,696,711 |
| 8 | SHARED DISPOSITIVE POWER
-0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,696,711 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.6% (1) |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
FOOTNOTES
| (1) | Based on 161,064,557 shares of common stock outstanding as of February 26, 2021, as set forth on the cover of the issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the U.S. Securities and Exchange Commission on March 11, 2021. |
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| CUSIP No. | 23821D 100 |
| 1 | NAMES
OF REPORTING PERSONS
Austin McChord GST-Exempt Irrevocable Family Trust |
| CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | |
| 2 | (a) ☒ |
| (b) ☐ | |
| 3 | SEC USE ONLY
|
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
Number of SHARES BENEFICIALLY OWNED BY |
5 | SOLE VOTING POWER
3,541,495 |
| 6 | SHARED VOTING POWER
-0- | |
EACH REPORTING PERSON WITH: |
7 | SOLE DISPOSITIVE POWER
3,541,495 |
| 8 | SHARED DISPOSITIVE POWER
-0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,541,495 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.2% (1) |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
FOOTNOTES
| (1) | Based on 161,064,557 shares of common stock outstanding as of February 26, 2021, as set forth on the cover of the issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the U.S. Securities and Exchange Commission on March 11, 2021. |
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| Item 1. | |
| (a) | Name of Issuer |
| Datto Holding Corp. | |
| (b) | Address of Issuer’s Principal Executive Offices |
101 Merritt 7 Norwalk, CT 06851 | |
| Item 2. | |
| (a) | Name of Person(s) Filing |
Austin McChord Non-Exempt Irrevocable Family Trust | |
Austin McChord GST-Exempt Irrevocable Family Trust | |
| (b) | Address of Principal Business Office or, if none, Residence |
Austin McChord Non-Exempt Irrevocable Family Trust | |
c/o J.P. Morgan Trust Company of Delaware, Trustee | |
500 Stanton Christiana Road | |
Newark, Delaware 19713 | |
Austin McChord GST-Exempt Irrevocable Family Trust | |
c/o J.P. Morgan Trust Company of Delaware, Trustee | |
500 Stanton Christiana Road | |
| Newark, Delaware 19713 | |
| (c) | Citizenship |
Austin McChord Non-Exempt Irrevocable Family Trust – Delaware | |
Austin McChord GST-Exempt Irrevocable Family Trust – Delaware | |
| (d) | Title of Class of Securities |
| Common Stock | |
| (e) | CUSIP Number |
23821D 100 |
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| 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). | |
| (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). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: |
| Item 4. | Ownership. |
Reference is made to Items 5 – 9 and 11 on the preceding pages of this Schedule 13G.
The Austin McChord Non-Exempt Irrevocable Family Trust (the “Non-Exempt Trust”) directly holds 10,696,711 shares of common stock and the Austin McChord GST-Exempt Irrevocable Family Trust (the “Exempt Trust”) directly holds 3,541,495 shares of common stock. Holt McChord is the investment direction adviser of each of the Non-Exempt Trust and the Exempt Trust, and in such capacity has the power to control the voting and disposition of the common stock held by such trusts. Mr. McChord disclaims beneficial ownership of the shares held by each of the Non-Exempt Trust and the Exempt Trust, and this report shall not be deemed an admission that Mr. McChord is the beneficial owner of such securities for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, except to the extent of Mr. McChord’s pecuniary interest therein.
| Item 5. | Ownership of Five Percent or Less of a Class |
Not applicable.
| Item 6. | Ownership of More than Five 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 |
| Not applicable. |
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| 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 not acquired and are not held for the purpose, 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. |
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
| Date: April 12, 2021 | Austin McChord Non-Exempt Irrevocable Family Trust | |
| By: | J.P. Morgan Trust Company of Delaware, Trustee | |
| By: | /s/ Virginia M. Hurst | |
| Name: | Virginia M. Hurst | |
| Title: | Vice President | |
| Date: April 12, 2021 | Austin McChord GST-Exempt Irrevocable Family Trust | |
| By: | J.P. Morgan Trust Company of Delaware, Trustee | |
| By: | /s/ Virginia M. Hurst | |
| Name: | Virginia M. Hurst | |
| Title: | Vice President | |
| Footnotes: | |
| Attention: | Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001) |
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EXHIBIT A
JOINT FILING AGREEMENT
Austin McChord Non-Exempt Irrevocable Family Trust and Austin McChord GST-Exempt Irrevocable Family Trust hereby agree to file jointly the statement on Schedule 13G to which this Joint Filing Agreement is attached, and any amendments thereto which may be deemed necessary, pursuant to Regulation 13D-G under the Securities Exchange Act of 1934, as amended.
It is understood and agreed that each of the parties hereto is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein, but such party is not responsible for the completeness or accuracy of information concerning the other party unless such party knows or has reason to believe that such information is inaccurate.
It is understood and agreed that a copy of this Agreement shall be attached as an exhibit to the statement on Schedule 13G, and any amendments hereto, filed on behalf of each of the parties hereto.
| Date: April 12, 2021 | Austin McChord Non-Exempt Irrevocable Family Trust | |
| By: | J.P. Morgan Trust Company of Delaware, Trustee | |
| By: | /s/ Virginia M. Hurst | |
| Name: | Virginia M. Hurst | |
| Title: | Vice President | |
| Date: April 12, 2021 | Austin McChord GST-Exempt Irrevocable Family Trust | |
| By: | J.P. Morgan Trust Company of Delaware, Trustee | |
| By: | /s/ Virginia M. Hurst | |
| Name: | Virginia M. Hurst | |
| Title: | Vice President | |
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