Sec Form 13D Filing - SOFTBANK VISION FUND (AIV M1) L.P. @ Guardant Health Inc.

Sec Form 13D Filing - SOFTBANK VISION FUND (AIV M1) L.P. filing for Guardant Health Inc. (GH) - 2021-04-29

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. 5)*

Guardant Health, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

40131M109

(CUSIP Number)

SB Investment Advisers (UK) Limited

69 Grosvenor St

Mayfair, London W1K 3JP

Attn: Brian Wheeler

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 6, 2021

(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 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 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. 40131M109		13D		Page 1 of 8 pages


1		Names of Reporting Persons SVF Bluebird (Cayman) Limited
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 Cayman Islands


CUSIP No. 40131M109		13D		Page 2 of 8 pages


1		Names of Reporting Persons SVF Enterprise (Cayman) Limited
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 Cayman Islands


CUSIP No. 40131M109		13D		Page 3 of 8 pages


1		Names of Reporting Persons SVF Endurance (Cayman) Limited
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 Cayman Islands


CUSIP No. 40131M109		13D		Page 4 of 8 pages


1		Names of Reporting Persons SoftBank Vision Fund (AIV M1) 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


CUSIP No. 40131M109		13D		Page 5 of 8 pages


1		Names of Reporting Persons SB Investment Advisers (UK) Limited
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 United Kingdom


CUSIP No. 40131M109		13D		Page 6 of 8 pages

Explanatory Note

This Amendment No. 5 to Schedule 13D (“Amendment No. 5”) amends and supplements the Schedule 13D filed with the United States Securities and Exchange Commission (the “SEC”) on March 22, 2019 (as amended to date, the “Schedule 13D”) by SVF Bluebird (Cayman) Limited (“SVF Bluebird”), SVF Enterprise (Cayman) Limited (“SVF Enterprise”), SVF Endurance (Cayman) Limited (“SVF Endurance”), SoftBank Vision Fund (AIV M1) L.P. (“AIV M1”) and SB Investment Advisers (UK) Limited (“SBIA UK”, together with SVF Bluebird, SVF Enterprise, SVF Endurance and AIV M1, the “Reporting Persons”) with respect to the common stock, $0.00001 par value per share (the “Common Stock”), of Guardant Health, Inc. (the “Issuer”). Capitalized terms used but not defined herein shall have the meaning set forth in the Schedule 13D.

Item 5.

Interest in Securities of the Issuer.

Item 5 is hereby amended and restated in its entirety as follows:

(a) – (b)

The following sets forth, as of the date of this Schedule 13D, the aggregate number of shares of Common Stock and percentage of Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 100,426,884 shares of Common Stock outstanding as of February 19, 2021.


Reporting Person	Amount beneficially owned		Percent of class			Sole power to vote or to direct the vote		Shared power to vote or to direct the vote		Sole power to dispose or to direct the disposition		Shared power to dispose or to direct the disposition
SVF Bluebird (Cayman) Limited		5,690,657		5.7	%		0		5,690,657		0		5,690,657
SVF Enterprise (Cayman) Limited		5,690,657		5.7	%		0		5,690,657		0		5,690,657
SVF Endurance (Cayman) Limited		5,690,657		5.7	%		0		5,690,657		0		5,690,657
SoftBank Vision Fund (AIV M1) L.P.		5,690,657		5.7	%		0		5,690,657		0		5,690,657
SB Investment Advisers (UK) Limited		5,690,657		5.7	%		0		5,690,657		0		5,690,657

SVF Bluebird is the record holder of 5,690,657 shares of Common Stock.

SVF Bluebird is a subsidiary of SVF Enterprise. SVF Enterprise is a subsidiary of SVF Endurance. SVF Endurance is a wholly owned subsidiary of AIV M1. SBIA UK has been appointed as alternative investment fund manager, or AIFM, of AIV M1 and is exclusively responsible for managing AIV M1 in accordance with the Alternative Investment Fund Managers Directive and is authorized and regulated by the UK Financial Conduct Authority accordingly. As AIFM of AIV M1, SBIA is exclusively responsible for making all decisions relating to the acquisition, structuring, financing and disposal of AIV M1’s investments.


CUSIP No. 40131M109		13D		Page 7 of 8 pages

(c) During the 60 days prior to the event which requires filing of this Amendment No. 5, SVF Bluebird disposed of 647,303 Common Shares in a series of open market transactions at prices ranging from $150.05 to $170.63 per share. Details by date, listing the number of Common Shares disposed of and the weighted average price per share are provided below.


Date	Equity Shares Disposed Of			Weighted Average Price per Share
February 19, 2021		30,723		$	170.63

February 22, 2021		23,666		$	167.55

March 2, 2021		38,172		$	155.50

March 16, 2021		1,700		$	150.05

March 31, 2021		63,169		$	152.82

April 1, 2021		54,923		$	157.02

April 5, 2021		42,103		$	158.59

April 6, 2021		71,592	& #xA0;	$	162.46

April 7, 2021		49,578		$	158.36

April 8, 2021		46,913		$	160.38

April 9, 2021		49,415		$	156.89

April 12, 2021		20,595		$	155.48

April 13, 2021		33,971		$	156.67

April 14, 2021		30,444		$	155.84

April 15, 2021		48,351		$	158.95

April 16, 2021		35,764		$	158.23

April 19, 2021		6,224		$	155.91

(d) None.

(e) Not applicable.


CUSIP No. 40131M109		13D		Page 8 of 8 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: April 29, 2021


SVF BLUEBIRD (CAYMAN) LIMITED

By:		/s/ Karen Ellerbe
Name:		Karen Ellerbe
Title:		Director

SVF ENTERPRISE (CAYMAN) LIMITED

By:		/s/ Karen Ellerbe
Name:		Karen Ellerbe
Title:		Director

SVF ENDURANCE (CAYMAN) LIMITED

By:		/s/ Karen Ellerbe
Name:		Karen Ellerbe
Title:		Director

SOFTBANK VISION FUND (AIV M1) L.P.

By:		/s/ Brian Wheeler
Name:		Brian Wheeler
Title:		General Counsel of SB Investment Advisers (UK) Limited, Manager of SoftBank Vision Fund (AIV M1) L.P.

SB INVESTMENT ADVISERS (UK) LIMITED

By:		/s/ Brian Wheeler
Name:		Brian Wheeler
Title:		General Counsel

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

Sole Voting Power

0

Shared Voting Power

5,690,657

Sole Dispositive Power

0

Shared Dispositive Power

5,690,657