UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ) *
THOUGHTWORKS HOLDING, INC.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
88546E105
(CUSIP Number)
September 15, 2021
(Date of the 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 provision of the Act (however, see the Notes.)
| CUSIP No. 88546E105 | SCHEDULE 13G | Page 2 of 9 Pages |
| 1 |
NAME OF REPORTING PERSONS
GIC Private Limited | |||||
| 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
Republic of Singapore | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
1,959,911 | ||||
| 6 | SHARED VOTING POWER
18,898,751 | |||||
| 7 | SOLE DISPOSITIVE POWER
1,959,911 | |||||
| 8 | SHARED DISPOSITIVE POWER
18,898,751 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,858,662 | |||||
| 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)
6.84%(1) | |||||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
CO | |||||
| (1) | Based on 305,117,043 shares of common stock, par value $0.001 per share (“Common Stock”), of Thoughtworks Holding, Inc. (the “Issuer”), outstanding according to the Form 10-Q filed by the Issuer with the Securities and Exchange Commission (the “SEC”) on November 15, 2021. |
| CUSIP No. 88546E105 | SCHEDULE 13G | Page 3 of 9 Pages |
| 1 |
NAME OF REPORTING PERSONS
GIC Asset Management Pte. 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
Republic of Singapore | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
18,456,646 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
18,456,646 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,456,646 | |||||
| 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)
6.05%(1) | |||||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
CO | |||||
| (1) | Based on 305,117,043 shares of Common Stock outstanding according to the Form 10-Q filed by the Issuer with the SEC on November 15, 2021. |
| CUSIP No. 88546E105 | SCHEDULE 13G | Page 4 of 9 Pages |
| 1 |
NAME OF REPORTING PERSONS
Gamnat Pte. 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
Republic of Singapore | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
18,456,646 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
18,456,646 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,456,646 | |||||
| 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)
6.05%(1) | |||||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
CO | |||||
| (1) | Based on 305,117,043 shares of Common Stock outstanding according to the Form 10-Q filed by the Issuer with the SEC on November 15, 2021. |
| CUSIP No. 88546E105 | SCHEDULE 13G | Page 5 of 9 Pages |
Item 1(a) Name of Issuer
Thoughtworks Holding, Inc.
Item 1(b) Address of Issuer’s Principal Executive Offices
200 East Randolph Street, 25th Floor
Chicago, Illinois 60601
Item 2(a) Name of Persons Filing
GIC Private Limited
GIC Asset Management Pte. Ltd.
Gamnat Pte. Ltd
Item 2(b) Address of Principal Business Office or, if none, Residence
168 Robinson Road
#37-01 Capital Tower Singapore 068912
Item 2(c) Citizenship
GIC Private Limited – Republic of Singapore
GIC Asset Management Pte. Ltd. – Republic of Singapore
Gamnat Pte. Ltd – Republic of Singapore
Item 2(d) Title of Class of Securities
Common Stock, $0.001 par value
Item 2(e) CUSIP Number
88546E105
Item 3 If this statement in filed pursuant to §§240.13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
Not applicable.
| CUSIP No. 88546E105 | SCHEDULE 13G | Page 6 of 9 Pages |
Item 4 Ownership
Ownership information with respect to GIC Private Limited (“GIC”), GIC Asset Management Pte. Ltd (“GAM”) and Gamnat Pte. Ltd. (“Gamnat”) is incorporated by reference to items (5) through (9) and (11) on the cover page for each entity.
Gamnat shares the power to vote and the power to dispose of all of the shares of Common Stock held directly by it with GAM and GIC. Gamnat is managed by GAM. GAM is wholly owned by GIC and is the public equity investment arm of GIC.
GIC is a fund manager and only has two clients – the Government of Singapore (“GoS”) and Monetary Authority of Singapore (“MAS”). Under the investment management agreement with GoS, GIC has been given the sole discretion to exercise the voting rights attached to, and the disposition of, any shares managed on behalf of GoS. As such, GIC has the sole power to vote and power to dispose of the 1,959,911 securities beneficially owned by it. GIC shares power to vote and dispose of 442,105 shares of Common Stock beneficially owned by it with MAS.
GIC is wholly-owned by the GoS and was set up with the sole purpose of managing Singapore’s foreign reserves. The GoS disclaims beneficial ownership of such shares.
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.
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.
| CUSIP No. 88546E105 | SCHEDULE 13G | Page 7 of 9 Pages |
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 as dated below.
| GIC PRIVATE LIMITED | ||||||
| Dated: February 11, 2022 | By: |
/s/ Diane Liang Weishan | ||||
| Name: Diane Liang Weishan | ||||||
| Title: Senior Vice President | ||||||
| By: |
/s/ Toh Tze Meng | |||||
| Name: Toh Tze Meng | ||||||
| Title: Senior Vice President | ||||||
| GIC ASSET MANAGEMENT PTE. LTD. | ||||||
| Dated: February 11, 2022 | By: |
/s/ Chan Hoe Yin | ||||
| Name: Chan Hoe Yin | ||||||
| Title: Director | ||||||
| GAMNAT PTE. LTD. | ||||||
| Dated: February 11, 2022 | By: |
/s/ Woo Tuck Kan | ||||
| Name: Woo Tuck Kan | ||||||
| Title: Director | ||||||
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001)
LIST OF EXHIBITS
| Exhibit |
Description | |
| A | Joint Filing Agreement | |