SEC Form SC 13G/A filed by Shopify Inc. (Amendment)

CUSIP No. 82509L107	Schedule 13G/A

1	NAME OF REPORTING PERSON   TOBIAS LÜTKE
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   CANADIAN

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER   12,730,562 (1)
	6	SHARED VOTING POWER   67,634,192 (2)
	7	SOLE DISPOSITIVE POWER   12,730,562 (1)
	8	SHARED DISPOSITIVE POWER   67,634,192 (2)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   80,364,754 (1)(2)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.3% (3)
12	TYPE OF REPORTING PERSON   IN

(1)

Consists of 296,170 Class A subordinate voting shares, 11,619,770 Class B multiple voting shares beneficially owned by Tobias Lütke and 814,622 Class A subordinate voting shares which Tobias Lütke has the right to acquire within 60 days after December 31, 2022 upon the exercise of stock options. Each Class B multiple voting share is convertible at the holder's option at any time into one Class A subordinate voting share.

(2)

Consists of 335,442 Class A subordinate voting shares held by 7910240 Canada Inc., which Tobias Lütke is deemed to beneficially own, and 67,298,750 Class B multiple voting shares held by 7910240 Canada Inc., which Tobias Lütke is deemed to beneficially own.  Each Class B multiple voting share is convertible at the holder's option at any time into one Class A subordinate voting share.

(3)

Based on 1,195,697,614 Class A subordinate voting shares outstanding as of December 31, 2022 and the aggregate number of Class A subordinate voting shares that Tobias Lütke may acquire within 60 days of December 31, 2022 through the conversion of Class B multiple voting shares or the exercise of stock options exercisable into Class A subordinate voting shares.

CUSIP No. 82509L107	Schedule 13G/A

1	NAME OF REPORTING PERSON   7910240 Canada Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   CANADA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   67,634,192 (1)
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   67,634,192 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   67,634,192  (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.4% (2)
12	TYPE OF REPORTING PERSON   CO

(1)

Consists of 335,442 Class A subordinate voting shares and 67,298,750 Class B multiple voting shares, in each case held by 7910240 Canada Inc.  Tobias Lütke owns all equity interests in 7910240 Canada Inc.  Each Class B multiple voting share is convertible at the holder's option at any time into one Class A subordinate voting share.

(2)	Based on 1,195,697,614 Class A subordinate voting shares outstanding as of December 31, 2022 and the aggregate number of Class B multiple voting shares held by 7910240 Canada Inc.

CUSIP No. 82509L107	Schedule 13G/A

(a)

The name of the issuer is Shopify Inc. (the "Issuer").

(b)

The Issuer's principal executive offices are located at:

(a)

The names of the persons (collectively, the "Reporting Persons") filing this Schedule 13G/A (this "Statement") are:

(b)

The principal business office for each of the Reporting Persons is

(c)

Citizenship:

(d)

This Statement relates to the Class A subordinate voting shares of the Issuer.

(e)

The CUSIP Number of the Class A subordinate voting shares is 82509L107.

Item 3.

Filing Category.

CUSIP No. 82509L107	Schedule 13G/A

Item 4.

Ownership.

(a)

Amount beneficially owned: See Item 9 of each cover page.

(b)

Percent of Class:  See Item 11 of each cover page.

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote:

(ii)

Shared power to vote or to direct the vote of shares:

(iii)

Sole power to dispose or to direct the disposition of shares:

(iv)

Shared power to dispose or to direct the disposition of shares:

Item 5.

Ownership of 5 Percent or Less of a Class.

Item 6.

Ownership of More than 5 Percent on Behalf of Another Person.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

CUSIP No. 82509L107	Schedule 13G/A

Item 8.

Identification and Classification of Members of a Group.

Item 9.

Notice of Dissolution of Group.

Item 10.

Certifications

CUSIP No. 82509L107	Schedule 13G/A

	TOBIAS LÜTKE
	/s/ Tobias Lütke
	7910240 CANADA INC.
	By:	/s/ Tobias Lütke
		Name:	Tobias Lütke
		Title:	Director

CUSIP No. 82509L107	Schedule 13G/A

Exhibit 1

Joint Filing Agreement, dated February 10, 2023, by and among Tobias Lütke and 7910240 Canada Inc.