SEC Form SC 13G filed by Qualtrics International Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
(Amendment No. )*
Under the Securities Exchange Act of 1934
| Qualtrics International Inc. |
| (Name of Issuer) |
|
|
| Class A Common Stock, par value $0.0001 per share |
| (Title of Class of Securities) |
|
|
| 747601201 |
| (CUSIP Number) |
|
|
| December 31, 2021 |
| (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. 747601201 | SCHEDULE 13G | Page 2 of 8 Pages |
| 1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
SAP SE | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) o |
|||
| 3 |
SEC USE ONLY
| |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Federal Republic of Germany | |||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 | ||
| 6 |
SHARED VOTING POWER
423,170,610 (1) | |||
| 7 |
SOLE DISPOSITIVE POWER
0 | |||
| 8 |
SHARED DISPOSITIVE POWER
423,170,610 (1) | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
423,170,610 (1) | |||
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
o | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
77.9% | |||
| 12 |
TYPE OF REPORTING PERSON (See Instructions)
OO | |||
| (1) | Represents shares of Class B Common Stock convertible into an equal number of shares of Class A Common Stock at any time. |
| CUSIP No. 747601201 | SCHEDULE 13G | Page 3 of 8 Pages |
| 1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
SAP America, Inc. | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) o |
|||
| 3 |
SEC USE ONLY
| |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 | ||
| 6 |
SHARED VOTING POWER
423,170,610 (1) | |||
| 7 |
SOLE DISPOSITIVE POWER
0 | |||
| 8 |
SHARED DISPOSITIVE POWER
423,170,610 (1) | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
423,170,610 (1) | |||
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
o | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
77.9% | |||
| 12 |
TYPE OF REPORTING PERSON (See Instructions)
OO | |||
| (1) | Represents shares of Class B Common Stock convertible into an equal number of shares of Class A Common Stock at any time. |
| CUSIP No. 747601201 | SCHEDULE 13G | Page 4 of 8 Pages |
| Item 1. | (a) Name of Issuer: |
Qualtrics International Inc.
| (b) Address of Issuer’s Principal Executive Offices: |
333 West River Park Drive
Provo, Utah 84604
| Item 2. | (a) Name of Person Filing: |
SAP SE
SAP America, Inc.
| (b) Address of Principal Business Office: |
SAP SE
Deitmar-Hopp-Allee 16
69190 Walldorf, Federal Republic of Germany
SAP America, Inc.
999 West Chester Pike
Newtown Square, PA, 19073
| (c) Citizenship: |
Please refer to Item 4 on each cover sheet for each filing person.
| (d) Title of Class of Securities: |
Class A Common Stock, par value $0.0001 per share
| (e) CUSIP No.: |
747601201
| CUSIP No. 747601201 | SCHEDULE 13G | Page 5 of 8 Pages |
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: | ||
.
| CUSIP No. 747601201 | SCHEDULE 13G | Page 6 of 8 Pages |
Item 4. Ownership:
Information with respect the Reporting Person’s ownership as of December 31, 2021 is incorporated by reference to items (5) – (9) and (11) of the cover page for the Reporting Person.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the Reporting Person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].
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 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. Certification.
Not applicable.
| CUSIP No. 747601201 | SCHEDULE 13G | Page 7 of 8 Pages |
SIGNATURES
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.
Dated: February 14, 2022
| SAP SE | |||
| By: | /s/ Luka Mucic | ||
| Name: | Luka Mucic | ||
| Title: | Authorized Signatory of SAP SE | ||
| By: | /s/ Georg Kniese | ||
| Name: | Georg Kniese | ||
| Title: | Authorized Signatory of SAP SE | ||
| SAP America, Inc. | |||
| By: | /s/ Mary Beth Hanss | ||
| Name: | Mary Beth Hanss | ||
| Title: | Authorized Signatory of SAP America, Inc. | ||