Sec Form 13G Filing - Prosus N.V. filing for SIMILARWEB LTD SHS (SMWB) - 2022-02-14

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.

  NAME OF REPORTING PERSONS

  Naspers Ltd (“Naspers”)

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Republic of South Africa

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  11,173,265 ⁽¹⁾

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  11,173,265 ⁽¹⁾

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  11,173,265 ⁽¹⁾

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

  &#x 2610;

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  15.0% ⁽²⁾

  TYPE OF REPORTING PERSON

  CO

Represents shares directly held by NNV Holdings B.V. (“Prosus Ventures”) and indirectly held by Prosus N.V. (“Prosus”) and Naspers Ltd. (“Naspers”). Prosus Ventures is a wholly owned subsidiary of MIH e-commerce Holdings B.V., which in turn is a wholly owned subsidiary of MIH Internet Holdings B.V., which is a wholly owned subsidiary of Prosus, which is a majority-owned subsidiary of Naspers. Prosus Ventures is controlled by Prosus and Naspers, which share voting and dispositive control over the shares held by Prosus Ventures. Naspers owns 73.4% of the voting rights of Prosus. Naspers employs a differential voting structure involving two South African entities, Naspers Beleggings (RF) Beperk (“Nasbel”) and Keeromstraat 30 Beleggings (RF) Beperk (“Keerom”), the sole remit of which is to protect the continued independence of Naspers. Nasbel and Keerom hold ordinary shares of Naspers that respectively represent approximately 33.8% and 21.2% of the voting rights in respect of all Naspers shares. Each of Nasbel and Keerom disclaims beneficial ownership of all shares of Common Stock owned by the Reporting Persons. Russell Dreisenstock, a member of board of directors of the Issuer, is the Head of Investments, Prosus Food, but has no voting or dispositive control over the shares held by Prosus Ventures.

The percentage ownership is based on 74,533,359 shares outstanding as of September 30, 2021, as reported in the Issuer’s (as defined below) Report on Form 6-K, as filed with the Securities and Exchange Commission on November 10, 2021.

  NAME OF REPORTING PERSONS

  Prosus N.V. (“Prosus”)

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Netherlands

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  11,173,265 ⁽¹⁾

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  11,173,265 ⁽¹⁾

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  11,173,265 ⁽¹⁾

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

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  15.0% ⁽²⁾

  TYPE OF REPORTING PERSON

  CO

Represents shares directly held by Prosus Ventures and indirectly held by Prosus and Naspers. Prosus Ventures is a wholly owned subsidiary of MIH e-commerce Holdings B.V., which in turn is a wholly owned subsidiary of MIH Internet Holdings B.V., which is a wholly owned subsidiary of Prosus, which is a majority-owned subsidiary of Naspers. Prosus Ventures is controlled by Prosus and Naspers, which share voting and dispositive control over the shares held by Prosus Ventures. Naspers owns 73.4% of the voting rights of Prosus. Naspers employs a differential voting structure involving two South African entities, Nasbel and Keerom, the sole remit of which is to protect the continued independence of Naspers. Nasbel and Keerom hold ordinary shares of Naspers that respectively represent approximately 33.8% and 21.2% of the voting rights in respect of all Naspers shares. Each of Nasbel and Keerom disclaims beneficial ownership of all shares of Common Stock owned by the Reporting Persons. Russell Dreisenstock, a member of board of directors of the Issuer, is the Head of Investments, Prosus Food, but has no voting or dispositive control over the shares held by Prosus Ventures.

The percentage ownership is based on 74,533,359 shares outstanding as of September 30, 2021, as reported in the Issuer’s (as defined below) Report on Form 6-K, as filed with the Securities and Exchange Commission on November 10, 2021.

NAME OF ISSUER

ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES

NAME OF PERSONS FILING

ADDRESS OF PRINCIPAL OFFICE

CITIZENSHIP

TITLE OF CLASS OF SECURITIES

CUSIP NUMBER

Not applicable.

OWNERSHIP

Amount beneficially owned:

See Row 9 of cover page for each Reporting Person.

Percent of Class:

See Row 11 of cover page for each Reporting Person.

Number of shares as to which such person has:

Sole power to vote or to direct the vote:

See Row 5 of cover page for each Reporting Person.

Shared power to vote or to direct the vote:

See Row 6 of cover page for each Reporting Person.

Sole power to dispose or to direct the disposition of:

See Row 7 of cover page for each Reporting Person.

Shared power to dispose or to direct the disposition of:

See Row 8 of cover page 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

Found on

Sequentially

Numbered Page

Exhibit A: Agreement of Joint Filing