SEC Form SC 13G/A filed by Palantir Technologies Inc. (Amendment)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2
(Amendment No. 1)
Palantir Technologies Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
69608A 108
(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 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).
| 1. | NAMES OF REPORTING PERSONS SOMPO Holdings, Inc. | |||||||||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ | |||||||||||
| 3. | SEC USE ONLY | |||||||||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION Japan | |||||||||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER 81,626,881 shares | ||||||||||
| 6. | SHARED VOTING POWER 0 shares | |||||||||||
| 7. | SOLE DISPOSITIVE POWER 81,626,881 shares | |||||||||||
| 8. | SHARED DISPOSITIVE POWER 0 shares | |||||||||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 81,626,881 shares | |||||||||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | |||||||||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.3% | |||||||||||
| 12. | TYPE OF REPORTING PERSON CO | |||||||||||
SCHEDULE 13G
| Item 1. | |||
| (a) | Name of Issuer: | ||
Palantir Technologies Inc.
| (b) | Address of Issuer’s Principal Executive Offices: |
1555 Blake Street, Suite 250, Denver, Colorado 80202
| Item 2. | |||
| (a) | Name of Person Filing: | ||
SOMPO Holdings, Inc. (“Reporting Person”)
| (b) | Address of Principal Business Office or, if none, Residence: |
26-1 Nishi-Shinjuku 1-chome, Shinjuku-ku, 160-8338, Toyko, Japan
| (c) | Citizenship: |
A company organized under the laws of Japan
| (d) | Title of Class of Securities: |
Class A Common Stock
| (e) | CUSIP Number: |
69608A 108
| 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) Group, in accordance with §240.13d-1(b)(1)(ii)(J). | |
| Item 4. | Ownership. | ||
| (a) | Amount beneficially owned: | ||
The Reporting Person is the beneficial owners of 81,626,881 shares of Class A Common Stock.
| (b) | Percent of class: |
The Reporting Person may be deemed to own beneficially 4.3% of the Issuer’s Class A Common Stock, which percentage is calculated based on 1,906,589,959 shares of Class A Common Stock Outstanding as of November 4, 2021, as set forth in the Issuer’s Form 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Act of 1934 for the quarterly period ended September 30, 2021.
| (c) | Number of shares as to which such person has: | ||
| (i) | Sole power to vote or to direct the vote | ||
81,626,881 shares
| (ii) | Shared power to vote or to direct the vote |
0 shares
| (iii) | Sole power to dispose or to direct the disposition of |
81,626,881 shares
| (iv) | Shared power to dispose or to direct the disposition of |
0 shares
| 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. | 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 §240.14 a-11.
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.
Date: January 31, 2021
| SOMPO Holdings, Inc. | ||
| By: | /s/ Jason Minio | |
| Name: | Jason Minio | |
| Title: | Attorney-in-Fact | |