UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1 - Exit Filing)*
KYNDRYL HOLDINGS, INC. |
| (Name of Issuer) |
| Common Stock, $0.01 par value |
| (Title of Class of Securities) |
50155Q 100 |
| (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 (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).
| CUSIP No. 50155Q 100 | SCHEDULE 13G | Page 2 of 6 |
| 1 |
NAME OF REPORTING PERSON
International Business Machines Corporation |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☐ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
New York |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% |
|
| 12 |
TYPE OF REPORTING PERSON
CO |
| CUSIP No. 50155Q 100 | SCHEDULE 13G | Page 3 of 6 |
| Item 1. | (a) | Name of Issuer: | |
| Kyndryl Holdings, Inc. | |||
| (b) | Address of Issuer’s Principal Executive Offices: | ||
| One Vanderbilt Avenue, 15th Floor, New York, New York 10017 | |||
| Item 2. | (a) | Name of Person Filing: | |
| International Business Machines Corporation | |||
| (b) | Address of Principal Business Office, or if none, Residence: | ||
| One New Orchard Road, Armonk, New York 10504 | |||
| (c) | Citizenship: | ||
New York | |||
| (d) | Title of Class of Securities: | ||
| Common Stock, $0.01 par value | |||
| (e) | CUSIP Number: | ||
| 50155Q 100 | |||
| 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: | ||
| Not applicable. | |||
| CUSIP No. 50155Q 100 | SCHEDULE 13G | Page 4 of 6 |
| Item 4. | Ownership. | ||
| (a) | Amount Beneficially Owned: | ||
| 0 | |||
| (b) | Percent of Class: | ||
| 0.0% | |||
| (c) | Number of shares as to which such person has: | ||
| (i) |
sole power to vote or to direct the vote: | ||
0 | |||
| (ii) | shared power to vote or to direct the vote: | ||
| 0 | |||
| (iii) | sole power to dispose or to direct the disposition of: | ||
| 0 | |||
| (iv) | shared power to dispose or to direct the disposition of: | ||
| 0 | |||
| CUSIP No. 50155Q 100 | SCHEDULE 13G | Page 5 of 6 |
| 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 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. | Certifications. |
| Not applicable. |
| CUSIP No. 50155Q 100 | SCHEDULE 13G | Page 6 of 6 |
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 10, 2023
INTERNATIONAL BUSINESS MACHINES CORPORATION |
||||
| By: | /s/ Frank Sedlarcik |
|||
| Name: | Frank Sedlarcik | |||
| Title: | Vice President, Assistant General Counsel and Secretary |
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