* |
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.
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SCHEDULE 13G | ||
CUSIP No. 88546E105
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Page 2 of 5 Pages
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1
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NAME OF REPORTING PERSONS
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GIC Private Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Republic of Singapore
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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9,117,491
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6
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SHARED VOTING POWER
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5,482,531
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7
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SOLE DISPOSITIVE POWER
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9,117,491
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8
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SHARED DISPOSITIVE POWER
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5,482,531
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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14,600,022
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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4.59%(1)
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12
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TYPE OF REPORTING PERSON (See Instructions)
|
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CO
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(1)
|
Based on 318,425,521 shares of common stock outstanding of Thoughtworks Holding, Inc. (the “Issuer”) as of November 2, 2023, according to the Form 10-Q filed by the Issuer with the Securities
and Exchange Commission (the “SEC”) on November 7, 2023.
|
SCHEDULE 13G | ||
CUSIP No. 88546E105
|
|
Page 3 of 5 Pages
|
Item 1(a) |
Name of Issuer
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Item 1(b) |
Address of Issuer’s Principal Executive Offices
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Item 2(a) |
Name of Persons Filing
|
Item 2(b) |
Address of Principal Business Office or, if none, Residence
|
Item 2(c) |
Citizenship
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Item 2(d) |
Title of Class of Securities
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Item 2(e) |
CUSIP Number
|
Item 3 |
If this statement is filed pursuant to §§240.13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
|
SCHEDULE 13G | ||
CUSIP No. 88546E105
|
|
Page 4 of 5 Pages
|
Item 4 |
Ownership
|
Reporting Person
|
No. of Securities
Beneficially Owned
|
Percent of Class
(3) |
Voting Power
|
Dispositive Power
|
||
Sole (1), (2)
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Shared (1), (2)
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Sole (1), (2)
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Shared (1), (2)
|
|||
GIC Private Limited
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14,600,022
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4.59
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9,117,491 |
5,482,531
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9,117,491
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5,482,531
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(1) |
GIC is a fund manager and only has 2 clients – the Government of Singapore (“GoS”) and the Monetary Authority of Singapore (“MAS”). Under the investment management agreement with GoS, GIC has been given the sole discretion to exercise
the voting rights attached to, and the disposition of, any shares managed on behalf of GoS. As such, GIC has the sole power to vote and power to dispose of the 9,117,491 securities beneficially owned by it. GIC shares power to vote and
dispose of 5,482,531 securities beneficially owned by it with MAS.
|
(2) |
GIC disclaims membership in a group.
|
(3) |
Based on 318,425,521 shares of common stock outstanding of Thoughtworks Holding, Inc. (the “Issuer”) as of November 2, 2023, according to the Form 10-Q filed by the Issuer with the Securities and Exchange Commission (the “SEC”) on
November 7, 2023.
|
Item 5 |
Ownership of Five Percent or Less of a Class
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Item 6 |
Ownership of More than Five 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
|
Item 8 |
Identification and Classification of Members of the Group
|
Item 9 |
Notice of Dissolution of Group
|
Item 10 |
Certifications
|
SCHEDULE 13G | ||
CUSIP No. 88546E105
|
|
Page 5 of 5 Pages
|
GIC PRIVATE LIMITED
|
|||
By:
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/s/ Diane Liang Weishan
|
||
Name:
|
Diane Liang Weishan
|
||
Title:
|
Senior Vice President
|
||
Date:
|
January 25, 2024
|
By:
|
/s/ Toh Tze Meng
|
||
Name:
|
Toh Tze Meng
|
||
Title:
|
Senior Vice President
|
||
Date:
|
January 25, 2024
|