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.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 10)*
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Atlassian Corporation (Name of Issuer) |
Class A Common Stock (Title of Class of Securities) |
049468101 (CUSIP Number) |
12/31/2024 (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)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 049468101 |
| 1 | Names of Reporting Persons
Michael Cannon-Brookes | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
AUSTRALIA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
49,488,852.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
23.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: The shares reflected in Row 9 represent 49,488,852 shares of Class B Common Stock held by CBC Co Pty Ltd as trustee of the Cannon-Brookes Head Trust. The report person has sole voting power and sole dispositive power with respect to these shares. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at any time at the option of the holder and upon the occurrence of certain other events as described in the Certificate of Incorporation of Atlassian Corporation (the "Issuer"). In addition, each share of Class B Common Stock will automatically convert into one share of Class A Common Stock upon any transfer, except for certain permitted transfers described in the Issuer's Certificate of Incorporation. The percent of class reflected in Row 11 was calculated based on 163,081,602 shares of Class A Common Stock and 98,977,705 shares of Class B Common Stock outstanding as of December 31, 2024, as reported by the Issuer to the reporting person, including the 49,488,852 shares of Class B Common Stock beneficially owned by the reporting person. The shares of Class B Common Stock held by the reporting person are treated as converted into shares of Class A Common Stock only for purposes of computing the percentage ownership of the reporting person pursuant to Rule 13d-3 of the Act. Each share of Class A Common Stock is entitled to one vote and each share of Class B Common Stock is entitled to ten votes. The percentage reported does not reflect the ten for one voting power of the Class B Common Stock. The shares of Class B Common Stock held by the reporting person represent approximately 42.9% of the aggregate combined voting power of the outstanding shares of Class A Common Stock and Class B Common Stock.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Atlassian C
orporation | |
| (b) | Address of issuer's principal executive offices:
350 Bush Street, Floor 13, San Francisco, CA, 94104 | |
| Item 2. | ||
| (a) | Name of person filing:
Michael Cannon-Brookes | |
| (b) | Address or principal business office or, if none, residence:
Level 6, 341 George Street, Sydney, NSW 2000, Australia | |
| (c) | Citizenship:
Australia | |
| (d) | Title of class of securities:
Class A Common Stock | |
| (e) | CUSIP No.:
049468101 | |
| 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
49,488,852 shares of Class B Common Stock, held of record by CBC Co Pty Ltd as trustee of the Cannon-Brookes Head Trust. | |
| (b) | Percent of class:
Represents approximately 23.7% of the outstanding shares of Class A Common Stock. This assumes that beneficially owned shares are treated as converted into shares of Class A Common Stock only for purposes of computing the percentage ownership of the reporting person pursuant to Rule 13d-3 of the Act. The percentage reported does not reflect the ten for one voting power of the Class B Common Stock. The percent of class was calculated based on 163,081,602 shares of Class A Common Stock outstanding as of December 31, 2024, plus 49,488,852 shares of Class B Common Stock beneficially owned by the reporting person. There were 163,081,602 shares of Class A Common Stock and 98,977,705 shares of Class B Common Stock outstanding as of December 31, 2024. The 49,488,852 shares of Class B Common Stock held by the reporting person represent approximately 42.9% of the aggregate combined voting power of the outstanding shares of Class A Common Stock and Class B Common Stock. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
49,488,852 | ||
| (ii) Shared power to vote or to direct the vote:
0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
49,488,852 | ||
| (iv) Shared power to dispose or to direct the disposition of:
0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| 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.
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