Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Qualtrics International Inc.
(Name of Issuer)
Class A Common Stock, $0.0001 par value per share
(Title of Class of Securities)
747601201
(CUSIP Number)
Andrew J. Schader, Esq.
Silver Lake
55 Hudson Yards
550 West 34th Street, 40th Floor
New York, NY 10001
(212) 981-5600
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
With copies to:
Justin G. Hamill, Esq.
Latham & Watkins LLP
1271 Avenue of the Americas
New York, New York 10020
(212) 906-1200
March 5, 2023
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on 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. 747601201 | 13D | Page 1 of 10 pages |
1 |
Names of Reporting Persons
SLP Quartz Aggregator, L.P. | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
3 | SEC Use Only
| |||||
4 | Source of Funds (See Instructions)
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
6 | Citizenship or Place of Organization
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | Sole Voting Power
0 | ||||
8 | Shared Voting Power
22,518,484 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
22,518,484 |
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
22,518,484 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
13.4% | |||||
14 | Type of Reporting Person
PN |
CUSIP No. 747601201 | 13D | Page 2 of 10 pages |
1 |
Names of Reporting Persons
SLP VI Aggregator GP, L.L.C. | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
3 | SEC Use Only
| |||||
4 | Source of Funds (See Instructions)
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
6 | Citizenship or Place of Organization
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | Sole Voting Power
0 | ||||
8 | Shared Voting Power
22,518,484 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
22,518,484 |
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
22,518,484 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
13.4% | |||||
14 | Type of Reporting Person
OO |
CUSIP No. 747601201 | 13D | Page 3 of 10 pages |
1 |
Names of Reporting Persons
Silver Lake Partners VI DE (AIV), L.P. | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
3 | SEC Use Only
| |||||
4 | Source of Funds (See Instructions)
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
6 | Citizenship or Place of Organization
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | Sole Voting Power
0 | ||||
8 | Shared Voting Power
2,286,624 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
2,286,624 |
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,286,624 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
1.4% | |||||
14 | Type of Reporting Person
PN |
CUSIP No. 747601201 | 13D | Page 4 of 10 pages |
1 |
Names of Reporting Persons
Silver Lake Technology Investors VI, L.P. | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
3 | SEC Use Only
| |||||
4 | Source of Funds (See Instructions)
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
6 | Citizenship or Place of Organization
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | Sole Voting Power
0 | ||||
8 | Shared Voting Power
182,731 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
182,731 |
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
182,731 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
0.1% | |||||
14 | Type of Reporting Person
PN |
CUSIP No. 747601201 | 13D | Page 5 of 10 pages |
1 |
Names of Reporting Persons
Silver Lake Technology Associates VI, L.P. | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
3 | SEC Use Only
| |||||
4 | Source of Funds (See Instructions)
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
6 | Citizenship or Place of Organization
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | Sole Voting Power
0 | ||||
8 | Shared Voting Power
24,987,839 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
24,987,839 |
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
24,987,839 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
14.9% | |||||
14 | Type of Reporting Person
PN |
CUSIP No. 747601201 | 13D | Page 6 of 10 pages |
1 |
Names of Reporting Persons
SLTA VI (GP), L.L.C. | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
3 | SEC Use Only< /p>
| |||||
4 | Source of Funds (See Instructions)
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
6 | Citizenship or Place of Organization
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | Sole Voting Power
0 | ||||
8 | Shared Voting Power
24,987,839 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
24,987,839 |
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
24,987,839 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
14.9% | |||||
14 | Type of Reporting Person
OO |
CUSIP No. 747601201 | 13D | Page 7 of 10 pages |
1 |
Names of Reporting Persons
Silver Lake Group, L.L.C. | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
3 | SEC Use Only
| |||||
4 | Source of Funds (See Instructions)
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
6 | Citizenship or Place of Organiz ation
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | Sole Voting Power
0 | ||||
8 | Shared Voting Power
24,987,839 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
24,987,839 |
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
24,987,839 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
14.9% | |||||
14 | Type of Reporting Person
OO |
CUSIP No. 747601201 | 13D | Page 8 of 10 pages |
Explanatory Note
This Amendment No. 4 (the Amendment No. 4) to Schedule 13D amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission on February 11, 2021 (as amended to date, the Schedule 13D), relating to the Class A common stock, $0.0001 par value per share (the Class A Common Stock) of Qualtrics International Inc., a Delaware corporation (the Issuer).
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
Update on Exploration of Strategic Alternatives
On March 3, 2023, affiliates of the Reporting Persons (together with the Reporting Persons, Silver Lake) submitted a proposal (the Proposal) to the Issuer to acquire, together with affiliates of Canada Pension Plan Investment Board, all of the outstanding shares of Class A and Class B common stock of the Issuer not owned by Silver Lake at a price of $18.15 per share in cash (the Proposed Transaction). The Issuer has agreed in principle to proceed with the Proposed Transaction at this price and, on March 5, 2023, entered into an exclusivity agreement (the Exclusivity Agreement) with Silver Lake to allow for, among other things, the negotiation and finalization of definitive transaction documents for the Proposal. The Exclusivity Agreement is subject to customary terms and conditions and provides, among other things, that the Issuer will negotiate exclusively with the Silver Lake in connection with the Proposed Transaction until 5:59 p.m. (Eastern Time) on March 15, 2023. The Reporting Persons can provide no assurances that a definitive agreement relating to the Proposal, or any other proposal by or transaction with Silver Lake, will be entered into with the Issuer.
CUSIP No. 747601201 | 13D | Page 9 of 10 pages |
SIGNATURES
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: March 5, 2023
SLP Quartz Aggregator, L.P. | ||
By: | SLP VI Aggregator GP, L.L.C. its general partner | |
By: | Silver Lake Technology Associates VI, L.P., its managing member | |
By: | SLTA VI (GP), L.L.C., its general partner | |
By: | Silver Lake Group, L.L.C., its managing member | |
By: | /s/ Andrew J. Schader | |
Name: | Andrew J. Schader | |
Title: | Managing Director and General Counsel | |
SLP VI Aggregator GP, L.L.C. | ||
By: | Silver Lake Technology Associates VI, L.P., its managing member | |
By: | SLTA VI (GP), L.L.C., its general partner | |
By: | Silver Lake Group, L.L.C., its managi ng member | |
By: | /s/ Andrew J. Schader | |
Name: | Andrew J. Schader | |
Title: | Managing Director and General Counsel | |
Silver Lake Partners VI DE (AIV), L.P. | ||
By: | Silver Lake Technology Associates VI, L.P., its managing member | |
By: | SLTA VI (GP), L.L.C., its general partner | |
By: | Silver Lake Group, L.L.C., its managing member | |
By: | /s/ Andrew J. Schader | |
Name: | Andrew J. Schader | |
Title: | Managing Director and General Counsel |
CUSIP No. 747601201 | 13D | Page 10 of 10 pages |
Silver Lake Technology Investors VI, L.P. | ||
By: | Silver Lake Technology Associates VI, L.P., its managing member | |
By: | SLTA VI (GP), L.L.C., its general partner | |
By: | Silver Lake Group, L.L.C., its managing member | |
By: | /s/ Andrew J. Schader | |
Name: | Andrew J. Schader | |
Title: | Managing Director and General Counsel | |
Silver Lake Technology Associates VI, L.P. | ||
By: | SLTA VI (GP), L.L.C., its general partner | |
By: | Silver Lake Group, L.L.C., its managing member | |
By: | /s/ Andrew J. Schader | |
Name: | Andrew J. Schader | |
Title: | Managing Director and General Counsel | |
SLTA VI (GP), L.L.C. | ||
By: | Silver Lake Group, L.L.C., its managing member | |
By: | /s/ Andrew J. Schader | |
Name: | Andrew J. Schader | |
Title: | Managing Director and General Counsel | |
Silver Lake Group, L.L.C. | ||
By: | /s/ Andrew J. Schader | |
Name: | Andrew J. Schader | |
Title: | Managing Director and General Counsel |