Statement of Ownership (sc 13g)
May 01 2020 - 9:32AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Social
Capital Hedosophia Holdings Corp. III
(Name of Issuer)
Class A Ordinary Shares, par value $0.0001 per share
(Title of Class of Securities)
G8251K123
(CUSIP Number)
April 24, 2020
(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)
*
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The remainder of this cover page shall be filled out for a reporting persons 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.
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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).
(Continued on the Following Pages)
(Page 1 of 10 Pages)
CUSIP No. G8251K123
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1.
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NAMES OF REPORTING PERSONS
LINDEN CAPITAL L.P.
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2.
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(a) ☒ (b) ☐
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Bermuda
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
4,763,832
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
4,763,832
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,763,832
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10.
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
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11.
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
5.8%
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12.
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TYPE OF REPORTING
PERSON
PN
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Page 2 of 9
CUSIP No. G8251K123
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1.
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NAMES OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
LINDEN GP
LLC
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2.
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(a) ☒ (b) ☐
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
4,763,832
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
4,763,832
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,763,832
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10.
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
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11.
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
5.8%
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12.
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TYPE OF REPORTING
PERSON
HC
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Page 3 of 9
CUSIP No. G8251K123
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1.
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NAMES OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
LINDEN ADVISORS
LP
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2.
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(a) ☒ (b) ☐
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
5,400,000
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
5,400,000
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,400,000
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10.
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
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11.
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
6.5%
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12.
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TYPE OF REPORTING
PERSON
IA, PN
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Page 4 of 9
CUSIP No. G8251K123
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1.
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NAMES OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SIU MIN
WONG
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2.
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(a) ☒ (b) ☐
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF
ORGANIZATION
China (Hong Kong) and
USA
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
5,400,000
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
5,400,000
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,400,000
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10.
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
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11.
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
6.5%
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12.
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TYPE OF REPORTING
PERSON
IN, HC
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Page 5 of 9
Item 1(a).
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Name of Issuer:
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Social Capital Hedosophia Holdings Corp. III (the Issuer).
Item 1(b).
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Address of Issuers Principal Executive Offices:
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317 University Ave, Suite 200
Palo Alto, CA 94301
Item 2(a).
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Name of Person Filing:
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This Statement is filed on behalf of each of the following persons (collectively, the Reporting Persons)
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i)
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Linden Capital L.P., a Bermuda limited partnership (Linden Capital);
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ii)
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Linden GP LLC, a Delaware limited liability company (Linden GP);
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iii)
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Linden Advisors LP, a Delaware limited partnership (Linden Advisors); and
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iv)
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Siu Min (Joe) Wong (Mr. Wong).
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This Statement relates to Shares (as defined herein) held for the account of Linden Capital and one or more separately managed accounts (the
Managed Accounts). Linden GP is the general partner of Linden Capital and, in such capacity, may be deemed to beneficially own the Shares held by Linden Capital. Linden Advisors is the investment manager of Linden Capital and trading
advisor or investment advisor for the Managed Accounts. Mr. Wong is the principal owner and controlling person of Linden Advisors and Linden GP. In such capacities, Linden Advisors and Mr. Wong may each be deemed to beneficially own the
Shares held by each of Linden Capital and the Managed Accounts.
Item 2(b).
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Address of Principal Business Office or, if None, Residence:
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The principal business address for Linden Capital is Victoria Place, 31 Victoria Street, Hamilton HM10, Bermuda. The principal business address
for each of Linden Advisors, Linden GP and Mr. Wong is 590 Madison Avenue, 15th Floor, New York, New York 10022.
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i)
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Linden Capital is a Bermuda limited partnership.
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ii)
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Linden GP is a Delaware limited liability company.
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iii)
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Linden Advisors is a Delaware limited partnership.
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iv)
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Mr. Wong is a citizen of China (Hong Kong) and the United States.
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Item 2(d).
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Title of Class of Securities
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Class A ordinary shares, par value $0.0001 per share (the Shares).
Item 2(e).
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CUSIP Number: G8251K123
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Item 3.
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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:
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This Item 3 is not
applicable.
Item 4(a)
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Amount Beneficially Owned:
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As of April 24, 2020, each of Linden Advisors and Mr. Wong may be deemed the beneficial owner of 5,400,000 Shares. This 5,400,000
amount consists of 4,763,832 Shares held by Linden Capital and 636,168 Shares held by the Managed Accounts. As of April 24, 2020, each of Linden GP and Linden Capital may be deemed the beneficial owner of the 4,763,832 Shares held by Linden
Capital.
Page 6 of 9
Item 4(b)
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Percent of Class:
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As of April 24, 2020, each of Linden Advisors and Mr. Wong may be deemed the beneficial owner of approximately 6.5% of Shares
outstanding, and each of Linden GP and Linden Capital may be deemed the beneficial owner of approximately 5.8% of Shares outstanding. These percentages are based on the 82,800,000 Shares outstanding, as disclosed by Issuer in its Current Report on
Form 8-K filed on April 24, 2020.
Item 4(c)
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Number of Shares as to which such person has:
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As of April 24, 2020:
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Linden Capital and Linden GP:
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(i) Sole power to vote or direct the vote:
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0
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(ii) Shared power to vote or direct the vote:
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4,763,832
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(iii) Sole power to dispose or direct the disposition of:
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0
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(iv) Shared power to dispose or direct the disposition of:
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4,763,832
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Linden Advisors and Mr. Wong:
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(i) Sole power to vote or direct the vote:
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0
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(ii) Shared power to vote or direct the vote:
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5,400,000
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(iii) Sole power to dispose or direct the disposition of:
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0
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(iv) Shared power to dispose or direct the disposition of:
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5,400,000
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Item 5.
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Ownership of Five Percent or Less of a Class:
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This Item 5 is not applicable.
Item 6.
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Ownership of More than Five Percent on Behalf of Another Person:
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See disclosure in Items 2 and 4 hereof.
Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the
Parent Holding Company or Control Person:
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See disclosure in Item 2 hereof.
Item 8.
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Identification and Classification of Members of the Group:
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See Exhibit A attached hereto.
Item 9.
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Notice of Dissolution of Group:
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This item 9 is not applicable.
By signing below, the undersigned certifies that, to the best of its 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, other than activities solely in connection with a nomination under Sec. 240.14a-11.
Item 11.
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Materials to Be Filed as Exhibits:
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Exhibit A: Joint Filing Statement
Page 7 of 9
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, I certify that the information with respect to it set forth in this
statement is true, complete, and correct.
Dated: April 30, 2020
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LINDEN CAPITAL L.P.
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By: Linden GP LLC, its general partner
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By:
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/S/ Saul
Ahn
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Saul Ahn,
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Authorized Signatory
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LINDEN GP LLC
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By:
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/S/ Saul
Ahn
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Saul Ahn,
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Authorized Signatory
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LINDEN ADVISORS LP
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By:
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/S/ Saul
Ahn
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Saul Ahn,
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General Counsel
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SIU MIN WONG
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By:
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/S/ Saul
Ahn
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Saul Ahn, Attorney-in-Fact for Siu Min Wong**
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**
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Duly authorized under Siu Min Wongs Power of Attorney, dated June 10, 2019, incorporated herein by
reference to Exhibit B of the statement on Schedule 13G filed by Linden Capital L.P. on June 19, 2019 in respect of its holdings in Haymaker Acquisition Corp II.
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Page 8 of 9
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