Sec Form 13G Filing - INTERNATIONAL BUSINESS MACHINES CORP (IBM) filing for Kyndryl Holdings Inc. (KD) - 2022-02-11

KYNDRYL HOLDINGS, INC.

50155Q 100

NAME OF REPORTING PERSON

International Business Machines Corporation

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐

(b)  ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

New York

NUMBER OF

SHARES

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

SOLE VOTING POWER

0 (See Note 1)

SHARED VOTING POWER

0

SOLE DISPOSITIVE POWER

44,603,072

SHARED DISPOSITIVE POWER

0

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

44,603,072

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

19.9% (See Note 2)

TYPE OF REPORTING PERSON

CO

New York

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:

Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);

Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);

Insurance Company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);

Investment Company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

An investment adviser in accordance with Rule 240.13d-1(b)(1)(ii)(E);

An employee benefit plan or endowment fund in accordance with Rule 240.13d-1(b)(1)(ii)(F);

A parent holding company or control person in accordance with Rule 240.13d-1(b)(1)(ii)(G);

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

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); or

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: ___________________________.

Ownership.

Amount Beneficially Owned:

Percent of Class:

Number of shares as to which such person has:

sole power to vote or to direct the vote:

0

In connection with the Spin-Off, IBM and the Company entered into the Stockholder and Registration Rights Agreement, pursuant to which IBM granted to the Company a proxy to vote the shares of Common Stock owned by IBM immediately after the Spin-Off in proportion to the votes cast by the Company’s other stockholders. As a result, IBM does not exercise voting power over any of the shares of Common Stock that it directly owns.

shared power to vote or to direct the vote:

sole power to dispose or to direct the disposition of:

shared power to dispose or to direct the disposition of:

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 or Control Person.

Identification and Classification of Members of the Group.

Notice of Dissolution of Group.

Certifications.

INTERNATIONAL BUSINESS MACHINES CORPORATION

/s/ Frank Sedlarcik

Vice President, Assistant General Counsel and Secretary