Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]
February 15 2024 - 4:05PM
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. 7)*
UBIQUITI INC.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
90353W 103
(CUSIP Number)
February 15, 2024 (Voluntary Filing)
(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).
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| CUSIP
No. 90353W 103 |
| (1) |
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Names of Reporting Persons/ I.R.S. Identification Nos. of Above
Persons (Entities Only)
Robert J. Pera
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| (2) |
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Check the Appropriate Box if a Member of a Group (See Instructions)
(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
United States of America
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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
56,278,181
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(6) |
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Shared Voting Power
0
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(7) |
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Sole Dispositive Power
56,278,181
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(8) |
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Shared Dispositive Power
0
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| (9) |
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Aggregate Amount Beneficially Owned by Each Reporting Person
56,278,181
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| (10) |
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
(See Instructions)
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| (11) |
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Percent of Class Represented by Amount in Row (9)
93.1%
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| (12) |
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Type of Reporting Person (See Instructions)
IN
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Item 1.
UBIQUITI INC.
| (b) | Address of Issuer's Principal Executive Offices |
685 Third Avenue, 27th Floor, New York, NY 10017
Item 2.
Robert J. Pera
| (b) | Address of Principal Business Office or, if none,
Residence |
c/o Ubiquiti Inc., 685 Third Avenue, 27th Floor, New York, NY 10017
United States of America
| (d) | Title of Class of Securities |
Common Stock, par value $0.001 per share
90353W 103
Item 3. 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:
| (a) | ¨ |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) | ¨ |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | ¨ |
Insurance company as defined in section 3(a)(19) of the 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) | ¨ |
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| (f) | ¨ |
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| (g) | ¨ |
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | ¨ |
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (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); |
| (j) | ¨ |
A 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)(J). |
Item 4.
| (a) | Amount beneficially owned: |
56,278,181 shares of Common Stock.
93.1%, based on 60,461,192 shares of Common Stock outstanding
as of February 8, 2024 as disclosed in Ubiquiti Inc.’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission
on February 9, 2024.
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote |
56,278,181 shares
| (ii) | Shared power to vote or to direct the vote |
0 shares
| (iii) | Sole power to dispose or to direct the disposition
of |
56,278,181 shares
| (iv) | Shared power to dispose or to direct the disposition
of |
0 shares
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities,
check the following ¨
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
N/A
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the Parent Holding Company.
N/A
Item 8. Identification and Classification of Members of the Group.
N/A
Item 9. Notice of Dissolution of Group.
N/A
Item 10. Certification.
N/A
SIGNATURES
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 15, 2024
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By: |
/s/
Robert J. Pera |
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Name: Robert J.
Pera |
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