SEC Form SC 13G/A filed by Certara Inc. (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Certara, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Titles of Class of Securities)
15687V109
(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)
x Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out of 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 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, as amended (the “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).
Schedule 13G
| CUSIP No. 15687V109 | Page 2 of 11 |
| 1 |
NAME OF REPORTING PERSON
EQT Avatar Parent L.P. | |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |
| 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
37,458,939 | |
| 6 |
SHARED VOTING POWER
0 | ||
| 7 |
SOLE DISPOSITIVE POWER
37,458,939 | ||
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,458,939 | |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
23.5% | |
| 12 |
TYPE OF REPORTING PERSON
PN |
Schedule 13G
| CUSIP No. 15687V109 | Page 3 of 11 |
| 1 |
NAME OF REPORTING PERSON
EQT Avatar Parent GP LLC | |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |
| 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
37,458,939 | |
| 6 |
SHARED VOTING POWER
0 | ||
| 7 |
SOLE DISPOSITIVE POWER
37,458,939 | ||
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,458,939 | |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
23.5% | |
| 12 |
TYPE OF REPORTING PERSON
OO |
Schedule 13G
| CUSIP No. 15687V109 | Page 4 of 11 |
| 1 |
NAME OF REPORTING PERSON
EQT Fund Management S.à r.l. | |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |
| 3 |
SEC USE ONLY
| |
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER
37,458,939 | |
| 6 |
SHARED VOTING POWER
0 | ||
| 7 |
SOLE DISPOSITIVE POWER
37,458,939 | ||
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,458,939 | |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
23.5% | |
| 12 |
TYPE OF REPORTING PERSON
OO |
Schedule 13G
| CUSIP No. 15687V109 | Page 5 of 11 |
| Item 1(a). | Name of Issuer: |
Certara, Inc.
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
100 Overlook Center, Suite 101
Princeton, New Jersey 08540
| Item 2(a). | Name of Person Filing: |
This Amendment Number 1 to the Statement on Schedule 13G filed on February 16, 2021 (“Amendment No. 1”) is being filed jointly by EQT Avatar Parent L.P. (the “EQT Investor”), EQT Avatar Parent GP LLC (“Avatar Parent GP”), and EQT Fund Management S.à r.l. (“EFMS”) (each a “Reporting Person” and, together, the “Reporting Persons”), pursuant to an agreement of joint filing, a copy of which is attached hereto as Exhibit 1.
Avatar Parent GP is the general partner of the EQT Investor. Several investment vehicles collectively make up the fund known as “EQT VII.” EQT VII owns 100% of the membership interests in Avatar Parent GP. EFMS has exclusive responsibility for the management and control of the business and affairs of investment vehicles which constitute the majority of the total commitments to EQT VII. As such, EFMS has the power to control Avatar Parent GP's voting and investment decisions and may be deemed to have beneficial ownership of the securities held by the EQT Investor. EFMS is managed by a five-member board of directors.
Each of Avatar Parent GP and EFMS may be deemed to beneficially own the shares of Common Stock (as defined below) beneficially owned by the EQT Investor, but neither the filing of this Amendment No. 1 nor any of its contents shall be deemed to constitute an admission that any Reporting Person (other than the EQT Investor) is the beneficial owner of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Act”), or for any other purpose and each of Avatar Parent GP and EFMS expressly disclaim beneficial ownership of such shares. The filing of this statement should not be construed to be an admission that any of the Reporting Persons are members of a “group” for the purposes of Sections 13(d) and 13(g) of the Act.
| Item 2(b). | Address of Principal Business Office or, if none, Residence: |
The address of the principal business office of the EQT Investor and Avatar Parent GP is:
c/o EQT Partners
1114 Avenue of the Americas, 45th Floor
New York, NY 10036
The address of the principal business office of EFMS is:
26A, Boulevard Royal,
L-2449 Luxembourg, Grand Duchy of Luxembourg
| Item 2(c). | Citizenship: |
See response to Item 4 of each of the cover pages and Item 2(a) above.
| Item 2(d). | Titles of Classes of Securities: |
Common stock, par value $0.01 per share (“Common Stock”).
| Item 2(e). | CUSIP Number: |
15687V109
Schedule 13G
| CUSIP No. 15687V109 | Page 6 of 11 |
| Item 3. | If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a(n): |
Not applicable.
| Item 4. | Ownership |
| (a) | Amount Beneficially Owned: |
The information contained in rows 5, 6, 7, 8, 9, 10, and 11 on each of the cover pages of this Amendment No. 1 and the information set forth or incorporated in Item 2(a) is incorporated by reference in its entirety into this Item 4.
The Reporting Persons may be deemed to beneficially own an aggregate of 37,458,939 shares of the Issuer’s Common Stock, which constitutes approximately 23.5% of the total outstanding Common Stock of the Issuer, based upon an aggregate of 159,658,948 shares of Common Stock outstanding as of December 31, 2021.
| (b) | Percent of Class: |
See responses to Item 11 on each cover page and Items 2(a) and 4(a) above.
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: |
See responses to Item 5 on each cover page and Items 2(a) and 4(a) above.
| (ii) | Shared power to vote or to direct the vote: |
See responses to Item 6 on each cover page and Items 2(a) and 4(a) above.
| (iii) | Sole power to dispose or to direct the disposition of: |
See responses to Item 7 on each cover page and Items 2(a) and 4(a) above.
| (iv) | Shared power to dispose or to direct the disposition of: |
See responses to Item 8 on each cover page and Items 2(a) and 4(a) above.
| 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. |
The several investment vehicles that collectively constitute the EQT VII fund may be deemed to have the indirect right to receive or the indirect power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock held by the EQT Investor by virtue of their ownership of Avatar Parent GP’s membership interests. Of these vehicles, each of EQT VII (No. 1) Limited Partnership and EQT VII (No. 2) Limited Partnership may be deemed to have the indirect right to receive or the indirect power to direct the receipt of dividends from, or the proceeds from the sale of, 5.0% or more of the Issuer’s outstanding Common Stock.
Schedule 13G
| CUSIP No. 15687V109 | Page 7 of 11 |
| 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. | Certification. |
Not applicable.
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.
Dated: February 14, 2022
| EQT Avatar Parent L.P. | ||
| By: EQT Avatar Parent GP LLC, its general partner | ||
| By: | /s/ Marie Louise van Dam | |
| Name: Marie Louise van Dam | ||
| Title: President | ||
| By: | /s/ Adam Larsson | |
| Name: Adam Larsson | ||
| Title: Vice President | ||
| EQT Avatar Parent GP LLC | ||
| By: | /s/ Marie Louise van Dam | |
| Name: Marie Louise van Dam | ||
| Title: President | ||
| By: | /s/ Adam Larsson | |
| Name: Adam Larsson | ||
| Title: Vice President | ||
| EQT Fund Management S.à r.l. | ||
| By: | /s/ Peter Veldman | |
| Name: Peter Veldman | ||
| Title: Manager | ||
| By: | /s/ Nicholas Curwen | |
| Name: Nicholas Curwen | ||
| Title: Manager | ||
Exhibit Index
| Exhibit 1 | Agreement of Joint Filing as required by Rule 13d-1(k)(1) under the Act (incorporated by reference to Exhibit 1 to the Schedule 13G filed by the Reporting Persons on February 16, 2021). |