Sec Form 13G Filing - RTL Group GmbH filing for MAGNITE INC. (MGNI) - 2021-05-21

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G
(Amendment No.)* 1

 

Under the Securities Exchange Act of 1934

 

Magnite, Inc.
(Name of Issuer)

 

Common Stock, par value $0.00001 per share
(Title of Class of Securities)

 

78112V102

(CUSIP Number)

 

May 12, 2021
(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)

 

☐

Rule 13d-1(c)

 

☐

Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out of 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 in 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, as amended (the “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. 78112V102				Schedule 13G
1	NAME OF REPORTING PERSON   RTL US Holding, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP    (a) ☐  (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION    United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER    0
		6	SHARED VOTING POWER    0
		7	SOLE DISPOSITIVE POWER    0
		8	SHARED DISPOSITIVE POWER    0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   0
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   0
12	TYPE OF REPORTING PERSON   CO

 

 

CUSIP No. 78112V102				Schedule 13G
1	NAME OF REPORTING PERSON   RTL Group GmbH
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP    (a) ☐  (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION    Germany
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER    0
		6	SHARED VOTING POWER    12,374,315 (1)
		7	SOLE DISPOSITIVE POWER    0
		8	SHARED DISPOSITIVE POWER    12,374,315 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   12,374,315 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   9.6% (1)
12	TYPE OF REPORTING PERSON   OO

(1) See Item 4 below. The Reporting Person owns 12,374,315 shares of Common Stock of the Issuer. The Issuer’s outstanding capital stock consists of 115,570,100 shares of Common Stock, $0.00001 par value per share, and 10,000,000 shares of undesignated preferred stock, as more fully described in the Issuer’s 10-K (File No. 001-36384).

 

 

CUSIP No. 78112V102				Schedule 13G
1	NAME OF REPORTING PERSON   RTL Group S.A.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP    (a) ☐  (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION    Luxembourg
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER    0
		6	SHARED VOTING POWER    12,374,315 (1)
		7	SOLE DISPOSITIVE POWER    0
		8	SHARED DISPOSITIVE POWER    12,374,315 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   12,374,315 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   9.6% (1)
12	TYPE OF REPORTING PERSON   CO

(1) See Item 4 below. The Reporting Person owns 12,374,315 shares of Common Stock of the Issuer. The Issuer’s outstanding capital stock consists of 115,570,100 shares of Common Stock, $0.00001 par value per share, and 10,000,000 shares of undesignated preferred stock, as more fully described in the Issuer’s 10-K (File No. 001-36384).

 

 

CUSIP No. 78112V102				Schedule 13G
1	NAME OF REPORTING PERSON   Bertelsmann SE & Co. KGaA
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP    (a) ☐  (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Germany
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER    0
		6	SHARED VOTING POWER    12,374,315 (1)
		7	SOLE DISPOSITIVE POWER    0
		8	SHARED DISPOSITIVE POWER    12,374,315 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   12,374,315 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   9.6% (1)
12	TYPE OF REPORTING PERSON   CO

(1) See Item 4 below. The Reporting Person owns 12,374,315 shares of Common Stock of the Issuer. The Issuer’s outstanding capital stock consists of 115,570,100 shares of Common Stock, $0.00001 par value per share, and 10,000,000 shares of undesignated preferred stock, as more fully described in the Issuer’s 10-K (File No. 001-36384).

 

 

Item 1(a). Name of Issuer:

 

Magnite, Inc. (the “Issuer”)

 

Item 1(b). Address of Issuer’s Principal Executive Offices:

 

12181 Bluff Creek Dr., Playa Vista, CA 90094

 

Item 2(a). Name of Person Filing:

 

RTL US Holding, Inc.,

 

RTL Group GmbH,

 

RTL Group S.A. and

 

Bertelsmann SE & Co. KGaA (each a “Reporting Person”)

 

Item 2(b). Address of Principal Business Office or, if none, Residence:

 

RTL US Holding, Inc. – 1745 Broadway, New York, NY 10019

 

RTL Group GmbH – PICASSOPLATZ 1, D-50679 COLOGNE, GERMANY

 

RTL Group S.A. – 43 Boulevard Pierre Frieden, L-1543 Luxembourg, Grand Duchy of Luxembourg

 

Bertelsmann SE & Co. KGaA – Carl-Bertelsmann-Strasse 270, 33311 Gütersloh, Germany

 

Item 2(c). Citizenship:

 

RTL US Holding, Inc. – United States

 

RTL Group GmbH. – Germany

 

RTL Group S.A. – Luxembourg

 

Bertelsmann SE & Co. KGaA – Germany

 

Item 2(d). Titles of Classes of Securities:

 

Common Stock, par value $0.00001 per share

 

Item 2(e). CUSIP Number:

 

78112V102

 

Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a(n):

 

(a)	☐	Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o).
(b)	☐	Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c)
(c)	☐	Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).
(d)	☐	Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e)	☐	Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
(f)	☐	Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
(g)	☐	Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
(h)	☐	Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
(i)	☐	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).
(j)	☐	Non-U.S. institution, in accordance with § 240.13d-1(b)(1)(ii)(J).
(k)	☐	Group in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: ______________.

 

 

Item 4. Ownership

 

(a)

Amount beneficially owned: 12,374,315

(b)

Percent of class: 9.6%

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 12,374,315

(iii)

Sole power to dispose or to direct the disposition of: 0

(iv)

Shared power to dispose or to direct the disposition of: 12,374,315

 

The responses to Items 5-11 of the cover pages of this amended Schedule 13G are incorporated by reference herein.

 

Pursuant to the Stock Purchase Agreement dated as of February 4, 2021 between Issuer, RTL US Holding, Inc. and RTL Group S.A., Issuer issued to RTL US Holding, Inc. 12,374,315 shares of Common Stock.  

 

On May 12, 2021, RTL US Holding, Inc. entered into a stock purchase agreement with its affiliate, RTL Group GmbH pursuant to which RTL Group GmbH purchased all of such shares of Common Stock from RTL US Holding.

 

RTL US Holding, Inc. and RTL Group GmbH are wholly owned indirect subsidiaries of RTL Group S.A. Bertelsmann SE & Co. KGaA is the majority shareholder of RTL Group S.A.

 

Item 5. Ownership of Five Percent or Less of a Class.

 

Not Applicable.

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

 

Not Applicable.

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

 

Not Applicable.

 

Item 8. Identification and Classification of Members of the Group.

 

Not Applicable.

 

 Item 9. Notice of Dissolution of Group.

 

Not Applicable.

 

Item 10. Certification.

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

SIGNATURES

 

After reasonable inquiry and to the best of its knowledge and belief, the undersigned hereby certify that the information set forth in this statement is true, complete and correct.

 

Dated: May 21, 2021

 

	RTL US Holding, Inc.
	/s/ Vera L. Noriega
	Name: Vera L. Noriega
	Title: Director
	/s/ Siska Ghesquiere
	Name: Siska Ghesquiere
	Title:   President

 

	RTL Group GmbH
	/s/ Elmar Heggen
	Name: Elmar Heggen
	Title:   Managing Director
	/s/ Andreas Fischer
	Name: Andreas Fischer
	Title:   Authorized Officer (Prokurist)

 

 

	RTL Group S.A.
	/s/ Elmar Heggen
	Name: Elmar Heggen
	Title: Deputy CEO and COO
	/s/ Andreas Fischer
	Name: Andreas Fischer Title: EVP Business Development

 

 

	Bertelsmann SE & Co. KGaA
	/s/ Thomas Götz
	Name: Thomas Götz
	Title: General Counsel
	/s/ Bettina Wulf
	Name: Bettina Wulf
	Title: Authorized Officer (Prokuristin)

 

Exhibit Index

 

Exhibit	Description
Exhibit A	Joint Filing Agreement dated May 21, 2021, by and among RTL US Holding, Inc., RTL Group GmbH, RTL Group S.A., and Bertelsmann SE & Co. KGaA

 

 

 

Exhibit A

 

Joint Filing Agreement

 

The undersigned hereby agrees that they are filing jointly pursuant to Rule 13-d-1(k)(1) of the Securities Exchange Act of 1934, as amended, with respect to shares of Common Stock of Magnite, Inc. The undersigned further agree and acknowledge that such shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained herein, but shall not be responsible for completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that such information is inaccurate.

 

Dated: May 21, 2021

 

	RTL US H olding, Inc.
	/s/ Vera L. Noriega
	Name: Vera L. Noriega
	Title: Director
	/s/ Siska Ghesquiere
	Name: Siska Ghesquiere
	Title:   President

 

 

	RTL Group GmbH
	/s/ Elmar Heggen
	Name: Elmar Heggen
	Title:   Managing Director
	/s/ Andreas Fischer
	Name: Andreas Fischer
	Title:   Authorized Officer (Prokurist)

 

	RTL Group S.A.
	/s/ Elmar Heggen
	Name: Elmar Heggen
	Title: Deputy CEO and COO
	/s/ Andreas Fischer
	Name: Andreas Fischer Title: EVP Business Development

 

 

	Bertelsmann SE & Co. KGaA
	/s/ Thomas Götz
	Name: Thomas Götz
	Title: General Counsel
	/s/ Bettina Wulf
	Name: Bettina Wulf
	Title: Authorized Officer (Prokuristin)