SEC Form SC 13G/A filed by Coupang Inc. (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Coupang, Inc.
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
22266T109
(CUSIP Number)
December 31, 2022
(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. 22266T109
| 1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Maverick Capital, Ltd. – 75-2482446 | |||||
| 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
Texas | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
76,202,904 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
76,202,904 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
76,202,904 | |||||
| 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
4.8% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA | |||||
CUSIP No. 22266T109
| 1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Maverick Capital Management, LLC – 75-2686461 | |||||
| 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
Texas | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
76,202,904 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
76,202,904 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
76,202,904 | |||||
| 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
4.8% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC | |||||
CUSIP No. 22266T109
| 1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Lee S. Ainslie III | |||||
| 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
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
76,202,904 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
76,202,904 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
76,202,904 | |||||
| 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
4.8% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
CUSIP No. 22266T109
| 1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Maverick Holdings C, L.P. | |||||
| 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
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
74,191,904 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
74,191,904 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
74,191,904 | |||||
| 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
4.7% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | |||||
CUSIP No. 22266T109
| 1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Maverick C GP, LLC | |||||
| 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
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
74,191,904 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
74,191,904 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
74,191,904 | |||||
| 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
4.7% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| Item | 1(a). Name of Issuer: |
Coupang, Inc. (the “Issuer”)
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
720 Olive Way, Suite 600
Seattle, Washington 98101
| Item 2(a). | Names of Persons Filing: |
This Schedule 13G (the “Schedule 13G”) is being filed on behalf of each of the following persons (each, a “Reporting Person”):
| (i) | Maverick Capital, Ltd.; |
| (ii) | Maverick Capital Management, LLC; |
| (iii) | Lee S. Ainslie III (“Mr. Ainslie”); |
| (iv) | Maverick Holdings C, L.P; and |
| (v) | Maverick C GP, LLC. |
The Schedule 13G relates to Class A Common Stock (as defined herein) held by Maverick Holdings C, L.P. and for the accounts of the clients of Maverick Capital, Ltd.
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
The address of the principal business office of each of the Reporting Persons is:
The address of the principal business office of (i) Maverick Capital, Ltd., Maverick Capital Management, LLC, Maverick Holdings C, L.P. and Maverick C GP, LLC is 1900 N. Pearl Street, 20th Floor, Dallas, Texas 75201, and (ii) Mr. Ainslie is C/O MCL Florida, LLC, 360 South Rosemary Ave., Suite 1440, West Palm Beach, Florida 33401.
| Item 2(c). | Citizenship: |
| (i) | Maverick Capital, Ltd. is a Texas limited partnership; |
| (ii) | Maverick Capital Management, LLC is a Texas limited liability company; |
| (vi) | Mr. Ainslie is a citizen of the United States; |
| (vii) | Maverick Holdings C, L.P. is a Delaware limited partnership; and |
| (viii) | Maverick C GP, LLC is a Delaware limited liability company. |
| Item 2(d). | Title of Class of Securities: |
Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”)
| Item 2(e). | CUSIP Number: |
22266T109
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), checkwhether 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 advisor 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 association 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). | ||
| Item 4. | Ownership. |
Ownership as of December 31, 2022 is incorporated by reference to items (5) – (9) and (11) of the cover page of this Schedule 13G. The ownership percentages reported are based on 1,595,495,238 outstanding shares of Class A Common Stock, as reported in the Issuer’s Form 10-Q filed on November 10, 2022.
Maverick Holdings C, L.P. directly holds 74,191,904 shares of Class A Common Stock. Maverick C GP, LLC is the general partner of Maverick Holdings C, L.P, and Maverick Capital, Ltd. is the investment manager of Maverick Holdings C, L.P. Maverick Capital, Ltd. is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940 and, as such, may be deemed to have beneficial ownership of the additional shares of Class A Common Stock which are the subject of this filing through the investment discretion it exercises over its clients’ accounts. Maverick Capital Management, LLC is the General Partner of Maverick Capital, Ltd. Mr. Ainslie is the manager of Maverick Capital Management, LLC.
| 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 Persons have 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.
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: February 14, 2023
| MAVERICK CAPITAL, LTD. | ||
| By: | Maverick Capital Management, LLC, its General Partner | |
| By: | Lee S. Ainslie III, Manager | |
| By: | /s/ Mark Gurevich | |
| Mark Gurevich | ||
| Under Power of Attorney dated March 15, 2018 | ||
| MAVERICK CAPITAL MANAGEMENT, LLC | ||
| By: | Lee S. Ainslie III, Manager | |
| By: | /s/ Mark Gurevich | |
| Mark Gurevich | ||
| Under Power of Attorney dated March 15, 2018 | ||
| LEE S. AINSLIE III | ||
| By: | /s/ Mark Gurevich | |
| Mark Gurevich | ||
| Under Power of Attorney dated March 15, 2018 | ||
| MAVERICK HOLDINGS C, L.P. | ||
| By: | Maverick C GP, LLC, its General Partner | |
| By: | Maverick Capital Advisors, L.P. its Sole Member | |
| By: | Maverick Capital Management, LLC its General Partner | |
| By: | Lee S. Ainslie III, Manager | |
| By: | /s/ Mark Gurevich | |
| Mark Gurevich | ||
| Under Power of Attorney, dated March 15, 2018 | ||
| MAVERICK C GP, LLC | ||
| By: | Maverick Capital Advisors, L.P. its Sole Member | |
| By: | Maverick Capital Management, LLC its General Partner | |
| By: | Lee S. Ainslie III, Manager | |
| By: | /s/ Mark Gurevich | |
| Mark Gurevich | ||
| Under Power of Attorney, dated March 15, 2018 | ||
EXHIBIT INDEX
| A. | Joint Filing Agreement, dated February 14, 2023, by and among Maverick Holdings C, L.P., Maverick C GP, LLC, Maverick Capital, Ltd., Maverick Capital Management, LLC and Lee S. Ainslie III. |
| B. | Power of Attorney, Lee S. Ainslie III, dated March 15, 2018. |