Sec Form 13G Filing - Google LLC filing for ADT INC DEL (ADT) - 2020-09-23

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.

  NAMES OF REPORTING PERSONS

  Google LLC

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  a)  ☐        b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

Number of

Shares

 Beneficially

Owned by

Each

Reporting

Person

With:

  SOLE VOTING POWER

  54,744,525⁽¹⁾

  SHARED VOTING POWER

  See response to row 5.

  SOLE DISPOSITIVE POWER

  54,744,525⁽²⁾

  SHARED DISPOSITIVE POWER

  See response to row 7.

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  54,744,525⁽³⁾

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  6.6%⁽⁴⁾

  TYPE OF REPORTING PERSON

  OO

Consists of 54,744,525 shares of Class B common stock, par value $0.01 per share, of the Issuer (as defined below) (“Class B Common Stock”) held directly by Google LLC, which are convertible into shares of common stock, par value $0.01 per share, of the Issuer (“Common Stock”) on a one-for-one basis subject to certain conditions and adjustments. XXVI Holdings Inc. (the managing member of Google LLC) and Alphabet Inc. (the controlling stockholder of XXVI Holdings Inc.) may each be deemed to have sole power to vote these shares.

Consists of 54,744,525 shares of Class B Common Stock held directly by Google LLC, which are convertible into shares of Common Stock on a one-for-one basis subject to certain conditions and adjustments. XXVI Holdings Inc. (the managing member of Google LLC) and Alphabet Inc. (the controlling stockholder of XXVI Holdings Inc.) may each be deemed to have sole power to dispose of these shares.

The Reporting Persons (as defined below) disclaim beneficial ownership in the shares of Common Stock reported herein except to the extent of their pecuniary interest therein.

The percentages used herein are calculated based upon the 770,433,609 shares of Common Stock issued and outstanding as of July 29, 2020 (including unvested shares of Common Stock), as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020 filed with the Securities and Exchange Commission on August 5, 2020, plus the shares of Common Stock issuable upon the conversion of the Class B Common Stock beneficially owned by the Reporting Persons.

  NAMES OF REPORTING PERSONS

  XXVI Holdings Inc.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  a)  ☐        b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

Number of

Shares

 Beneficially

Owned by

Each

Reporting

Person

With:

  SOLE VOTING POWER

  54,744,525⁽¹⁾

  SHARED VOTING POWER

  See response to row 5.

  SOLE DISPOSITIVE POWER

  54,744,525⁽²⁾

  SHARED DISPOSITIVE POWER

  See response to row 7.

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  54,744,525⁽³⁾

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  6.6%⁽⁴⁾

  TYPE OF REPORTING PERSON

  CO

Consists of 54,744,525 shares of Class B Common Stock held directly by Google LLC, which are convertible into shares of Common Stock on a one-for-one basis subject to certain conditions and adjustments. XXVI Holdings Inc. (the managing member of Google LLC) and Alphabet Inc. (the controlling stockholder of XXVI Holdings Inc.) may each be deemed to have sole power to vote these shares.

Consists of 54,744,525 shares of Class B Common Stock held directly by Google LLC, which are convertible into shares of Common Stock on a one-for-one basis subject to certain conditions and adjustments. XXVI Holdings Inc. (the managing member of Google LLC) and Alphabet Inc. (the controlling stockholder of XXVI Holdings Inc.) may each be deemed to have sole power to dispose of these shares.

The Reporting Persons disclaim beneficial ownership in the shares of Common Stock reported herein except to the extent of their pecuniary interest therein.

The percentages used herein are calculated based upon the 770,433,609 shares of Common Stock issued and outstanding as of July 29, 2020 (including unvested shares of Common Stock), as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020 filed with the Securities and Exchange Commission on August 5, 2020, plus the shares of Common Stock issuable upon the conversion of the Class B Common Stock beneficially owned by the Reporting Persons.

  NAMES OF REPORTING PERSONS

  Alphabet Inc.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  a)  ☐        b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

Number of

Shares

 Beneficially

Owned by

Each

Reporting

Person

With:

  SOLE VOTING POWER

  54,744,525⁽¹⁾

  SHARED VOTING POWER

  See response to row 5.

  SOLE DISPOSITIVE POWER

  54,744,525⁽²⁾

  SHARED DISPOSITIVE POWER

  See response to row 7.

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  54,744,525⁽³⁾

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  6.6%⁽⁴⁾

  TYPE OF REPORTING PERSON

  CO, HC

Consists of 54,744,525 shares of Class B Common Stock held directly by Google LLC, which are convertible into shares of Common Stock on a one-for-one basis subject to certain conditions and adjustments. XXVI Holdings Inc. (the managing member of Google LLC) and Alphabet Inc. (the controlling stockholder of XXVI Holdings Inc.) may each be deemed to have sole power to vote these shares.

Consists of 54,744,525 shares of Class B Common Stock held directly by Google LLC, which are convertible into shares of Common Stock on a one-for-one basis subject to certain conditions and adjustments. XXVI Holdings Inc. (the managing member of Google LLC) and Alphabet Inc. (the controlling stockholder of XXVI Holdings Inc.) may each be deemed to have sole power to dispose of these shares.

The Reporting Persons disclaim beneficial ownership in the shares of Common Stock reported herein except to the extent of their pecuniary interest therein.

The percentages used herein are calculated based upon the 770,433,609 shares of Common Stock issued and outstanding as of July 29, 2020 (including unvested shares of Common Stock), as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020 filed with the Securities and Exchange Commission on August 5, 2020, plus the shares of Common Stock issuable upon the conversion of the Class B Common Stock beneficially owned by the Reporting Persons.

(a) Name of Issuer:

(a) Name of Person Filing:

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the persons filing are:

Ownership.

Amount beneficially owned: See the responses to row 9 on the attached cover pages for each Reporting Person.

Percent of class: See the responses to row 11 on the attached cover pages for each Reporting Person.

Number of shares as to which such person has:

Sole power to vote or to direct the vote: See the responses to row 5 on the attached cover pages for each Reporting Person.

Shared power to vote or to direct the vote: See the responses to row 6 on the attached cover pages for each Reporting Person.

Sole power to dispose or to direct the disposition of: See the responses to row 7 on the attached cover pages for each Reporting Person.

Shared power to dispose or to direct the disposition of: See the responses to row 8 on the attached cover pages for each Reporting Person.

Ownership of Five Percent or Less of a Class:

Ownership of More than Five Percent on Behalf of Another Person:

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:

Identification and Classification of Members of the Group:

Notice of Dissolution of Group:

Certification:

Exhibit

Number

Exhibit