Amended Statement of Ownership (sc 13g/a)
February 10 2022 - 5:04PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G/A
Under
the Securities Exchange Act of 1934
(Amendment No. 2)*
|
Datto
Holding Corp.
|
|
(Name
of Issuer)
|
|
|
|
Common
Stock
|
|
(Title
of Class of Securities)
|
|
23821D
100
|
|
(CUSIP
Number)
|
December
31, 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:
* 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.
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 (“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).
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Austin
McChord Non-Exempt Irrevocable Family Trust
|
|
|
|
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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|
|
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2
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(a) ☒
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(b) ☐
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|
|
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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
|
5
|
SOLE
VOTING POWER
6,644,279
|
|
6
|
SHARED
VOTING POWER
-0-
|
|
Each
REPORTING
PERSON
WITH:
|
7
|
SOLE
DISPOSITIVE POWER
6,644,279
|
|
8
|
SHARED
DISPOSITIVE POWER
-0-
|
|
9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,644,279
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.1% (1)
|
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
FOOTNOTES
|
|
(1)
|
Based on 163,073,476 shares of
common stock outstanding as of October 31, 2021, as set forth on the cover of the issuer’s Quarterly Report on Form 10-Q for the
fiscal quarter ended September 30, 2021, which was filed with the U.S. Securities and Exchange Commission on November 10, 2021.
|
|
1
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NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Austin
McChord GST-Exempt Irrevocable Family Trust
|
|
|
|
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|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
|
|
2
|
(a) ☒
|
|
|
(b) ☐
|
|
|
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
Number
of
SHARES
BENEFICIALLY
OWNED
BY
|
5
|
SOLE
VOTING POWER
3,541,495
|
|
6
|
SHARED
VOTING POWER
-0-
|
|
EACH
REPORTING
PERSON
WITH:
|
7
|
SOLE
DISPOSITIVE POWER
3,541,495
|
|
8
|
SHARED
DISPOSITIVE POWER
-0-
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,541,495
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.2%
(1)
|
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
FOOTNOTES
|
|
(1)
|
Based on 163,073,476 shares of
common stock outstanding as of October 31, 2021, as set forth on the cover of the issuer’s Quarterly Report on Form 10-Q for the
fiscal quarter ended September 30, 2021, which was filed with the U.S. Securities and Exchange Commission on November 10, 2021.
|
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ian McChord 2021 Trust
|
|
|
|
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
|
|
2
|
(a) ☒
|
|
|
(b) ☐
|
|
|
|
|
3
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SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Connecticut
|
|
Number
of
SHARES
BENEFICIALLY
OWNED
BY
|
5
|
SOLE
VOTING POWER
336,147
|
|
6
|
SHARED
VOTING POWER
-0-
|
|
EACH
REPORTING
PERSON
WITH:
|
7
|
SOLE
DISPOSITIVE POWER
336,147
|
|
8
|
SHARED
DISPOSITIVE POWER
-0-
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
336,147
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2%
(1)
|
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
FOOTNOTES
|
|
(1)
|
Based on 163,073,476 shares of common stock outstanding as of October 31, 2021, as set forth on the cover of the issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2021, which was filed with the U.S. Securities and Exchange Commission on November 10, 2021.
|
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1
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NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Kendall Horch 2021 Trust
|
|
|
|
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|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
|
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2
|
(a) ☒
|
|
|
(b) ☐
|
|
|
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Connecticut
|
|
Number
of
SHARES
BENEFICIALLY
OWNED
BY
|
5
|
SOLE
VOTING POWER
298,061
|
|
6
|
SHARED
VOTING POWER
-0-
|
|
EACH
REPORTING
PERSON
WITH:
|
7
|
SOLE
DISPOSITIVE POWER
298,061
|
|
8
|
SHARED
DISPOSITIVE POWER
-0-
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
298,061
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2%
(1)
|
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
FOOTNOTES
|
|
(1)
|
Based on 163,073,476 shares of common stock outstanding as of October 31, 2021, as set forth on the cover of the issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2021, which was filed with the U.S. Securities and Exchange Commission on November 10, 2021.
|
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Shelby McChord 2021 Trust
|
|
|
|
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
|
|
2
|
(a) ☒
|
|
|
(b) ☐
|
|
|
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Connecticut
|
|
Number
of
SHARES
BENEFICIALLY
OWNED
BY
|
5
|
SOLE
VOTING POWER
826,061
|
|
6
|
SHARED
VOTING POWER
-0-
|
|
EACH
REPORTING
PERSON
WITH:
|
7
|
SOLE
DISPOSITIVE POWER
826,061
|
|
8
|
SHARED
DISPOSITIVE POWER
-0-
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
826,061
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.5%
(1)
|
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
FOOTNOTES
|
|
(1)
|
Based on 163,073,476 shares of common stock outstanding as of October 31, 2021, as set forth on the cover of the issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2021, which was filed with the U.S. Securities and Exchange Commission on November 10, 2021.
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Item 1.
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(a)
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Name of Issuer
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Datto Holding Corp.
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(b)
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Address of Issuer’s Principal Executive Offices
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101 Merritt 7
Norwalk, CT 06851
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Item 2.
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(a)
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Name of Person(s) Filing
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Austin McChord Non-Exempt Irrevocable Family Trust
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Austin McChord GST-Exempt Irrevocable Family Trust
Ian McChord 2021 Trust
Kendall Horch 2021 Trust
Shelby McChord 2021 Trust
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(b)
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Address of Principal Business Office or, if none, Residence
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Austin McChord Non-Exempt Irrevocable Family Trust
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c/o J.P. Morgan Trust Company of Delaware, Trustee
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500 Stanton Christiana Road
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Newark, Delaware 19713
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Austin McChord GST-Exempt Irrevocable Family Trust
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c/o J.P. Morgan Trust Company of Delaware, Trustee
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500 Stanton Christiana Road
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Newark, Delaware 19713
Ian McChord 2021 Trust
22 Greenleaf Farms Road
Newtown, CT 06470
Attn: Holt McChord, Trustee
Kendall Horch 2021 Trust
22 Greenleaf Farms Road
Newtown, CT 06470
Attn: Holt McChord, Trustee
Shelby McChord 2021 Trust
22 Greenleaf Farms Road
Newtown, CT 06470
Attn: Holt McChord, Trustee
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(c)
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Citizenship
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Austin McChord Non-Exempt Irrevocable Family Trust – Delaware
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Austin McChord GST-Exempt Irrevocable Family Trust – Delaware
Ian McChord 2021 Trust – Connecticut
Kendall Horch 2021 Trust – Connecticut
Shelby McChord 2021 Trust – Connecticut
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(d)
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Title of Class of Securities
|
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Common Stock
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(e)
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CUSIP Number
|
|
|
|
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23821D 100
|
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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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(a)
|
☐
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
|
☐
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
|
☐
|
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. ☐78c).
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(d)
|
☐
|
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
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(e)
|
☐
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
|
☐
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
|
☐
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
|
☐
|
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
|
☐
|
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);
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(j)
|
☐
|
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).
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(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:
|
Reference
is made to Items 5 – 9 and 11 on the preceding pages of this Schedule 13G.
As of December 31, 2021, the Austin McChord Non-Exempt Irrevocable
Family Trust (the “Non-Exempt Trust”) directly holds 6,644,279 shares of common stock and the Austin McChord GST-Exempt Irrevocable
Family Trust (the “Exempt Trust”) directly holds 3,541,495 shares of common stock. Holt McChord is the investment direction
adviser of each of the Non-Exempt Trust and the Exempt Trust, and in such capacity has the power to control the voting and disposition
of the common stock held by such trusts. Mr. McChord disclaims beneficial ownership of the shares held by each of the Non-Exempt Trust
and the Exempt Trust, and this report shall not be deemed an admission that Mr. McChord is the beneficial owner of such securities for
purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, except to the extent of Mr. McChord’s
pecuniary interest therein.
As of December 31, 2021, the Ian McChord 2021 Trust (the “Ian
Trust”) directly holds 336,147 shares of common stock, the Kendall Horch 2021 Trust (the “Kendall Trust”) directly holds
298,061 shares of common stock, and the Shelby McChord 2021 Trust (the “Shelby Trust”) directly holds 826,061 shares of common
stock. Holt McChord is the trustee of each of the Ian Trust, the Kendall Trust and the Shelby Trust, and in such capacity has the power
to control the voting and disposition of the common stock held by such trusts. Mr. McChord disclaims beneficial ownership of the shares
held by each of the Ian Trust, the Kendall Trust and the Shelby Trust, and this report shall not be deemed an admission that Mr. McChord
is the beneficial owner of such securities for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any
other purpose, except to the extent of Mr. McChord’s pecuniary interest therein.
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Item 5.
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Ownership of Five Percent or Less of a Class
|
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Not applicable.
|
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another Person.
|
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|
Not applicable.
|
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
|
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|
Not applicable.
|
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Item
8.
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Identification
and Classification of Members of the Group
|
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Not applicable.
|
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Item
9.
|
Notice
of Dissolution of Group
|
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|
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|
Not applicable.
|
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Item
10.
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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, 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.
|
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement
is true, complete and correct.
|
Date: February 10, 2022
|
Austin McChord Non-Exempt Irrevocable Family
Trust
|
|
|
|
|
|
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By:
|
J.P. Morgan Trust Company of Delaware, Trustee
|
|
|
|
|
|
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By:
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/s/ Morgan
T. Smith
|
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Name:
|
Morgan T. Smith
|
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Title:
|
Associate
|
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|
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|
|
Date: February 10, 2022
|
Austin McChord GST-Exempt Irrevocable Family
Trust
|
|
|
|
|
|
|
By:
|
J.P. Morgan Trust Company of Delaware, Trustee
|
|
|
|
|
|
|
By:
|
/s/ Morgan
T. Smith
|
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|
Name:
|
Morgan T. Smith
|
|
|
Title:
|
Associate
|
|
|
|
|
|
Date: February 10, 2022
|
|
Ian McChord 2021 Trust
|
|
|
|
|
|
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By:
|
/s/
Holt McChord
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|
Name:
|
Holt McChord
|
|
|
Title:
|
Trustee
|
|
|
|
|
|
Date: February 10, 2022
|
|
Kendall Horch 2021 Trust
|
|
|
|
|
|
|
By:
|
/s/ Holt McChord
|
|
|
Name:
|
Holt McChord
|
|
|
Title:
|
Trustee
|
|
|
|
|
|
Date: February 10, 2022
|
|
Shelby McChord 2021 Trust
|
|
|
|
|
|
|
By:
|
/s/ Holt McChord
|
|
|
Name:
|
Holt McChord
|
|
|
Title:
|
Trustee
|
|
Footnotes:
|
|
|
|
|
|
Attention:
|
Intentional misstatements or omissions of fact constitute Federal criminal
violations (See 18 U.S.C. 1001)
|
EXHIBIT
A
JOINT
FILING AGREEMENT
Austin McChord Non-Exempt Irrevocable Family Trust,
Austin McChord GST-Exempt Irrevocable Family Trust, Ian McChord 2021 Trust, Kendall Horch 2021 Trust and Shelby McChord 2021 Trust hereby
agree to file jointly the statement on Schedule 13G/A to which this Joint Filing Agreement is attached, and any amendments thereto which
may be deemed necessary, pursuant to Regulation 13D-G under the Securities Exchange Act of 1934, as amended.
It is understood and agreed that each of the parties
hereto is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the
information concerning such party contained therein, but such party is not responsible for the completeness or accuracy of information
concerning the other party unless such party knows or has reason to believe that such information is inaccurate.
It is understood and agreed that a copy of this
Agreement shall be attached as an exhibit to the statement on Schedule 13G, and any amendments hereto, filed on behalf of each of the
parties hereto.
|
Date: February 10, 2022
|
Austin McChord Non-Exempt Irrevocable Family
Trust
|
|
|
|
|
|
|
By:
|
J.P. Morgan Trust Company of Delaware, Trustee
|
|
|
|
|
|
|
By:
|
/s/ Morgan T. Smith
|
|
|
Name:
|
Morgan T. Smith
|
|
|
Title:
|
Associate
|
|
|
|
|
|
Date: February 10, 2022
|
Austin McChord GST-Exempt Irrevocable Family
Trust
|
|
|
|
|
|
|
By:
|
J.P. Morgan Trust Company of Delaware, Trustee
|
|
|
|
|
|
|
By:
|
/s/ Morgan T. Smith
|
|
|
Name:
|
Morgan T. Smith
|
|
|
Title:
|
Associate
|
|
|
|
|
|
Date: February 10, 2022
|
|
Ian McChord 2021 Trust
|
|
|
|
|
|
|
By:
|
/s/ Holt McChord
|
|
|
Name:
|
Holt McChord
|
|
|
Title:
|
Title
|
|
|
|
|
|
Date: February 10, 2022
|
|
Kendall Horch 2021 Trust
|
|
|
|
|
|
|
By:
|
/s/ Holt McChord
|
|
|
Name:
|
Holt McChord
|
|
|
Title:
|
Trustee
|
|
|
|
|
|
Date: February 10, 2022
|
|
Shelby McChord 2021 Trust
|
|
|
|
|
|
|
By:
|
/s/ Holt McChord
|
|
|
Name:
|
Holt McChord
|
|
|
Title:
|
Trustee
|
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