Amended Statement of Beneficial Ownership (sc 13d/a)
October 17 2016 - 8:52AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
AVG Technologies N.V.
(Name of Issuer)
Ordinary Shares, 0.01 nominal value per share
(Title of Class of Securities)
N07831105
(CUSIP Number)
Avast Holding B.V.
Schiphol Boulevard 369
Tower F, 7th floor
1118
BJ Schiphol
The Netherlands
Attention: Alan Rassaby
+31 20 654 3225
with
copies to:
Chang-Do Gong
David Johansen
White & Case LLP
1155 Avenue of the Americas
New York, NY 10036-2787
+1 212 819 8200
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
October 13, 2016
(Date of Event Which Requires Filing of this Statement)
If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box: ☐
*
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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).
CUSIP No. N07831105
Page
2
of
5
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1
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NAME OF
REPORTING PERSONS
Avast Software B.V.
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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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SOURCE OF FUNDS (see instructions)
OO
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5
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CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
The Netherlands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
None
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8
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SHARED VOTING POWER
49,241,015
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9
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SOLE DISPOSITIVE POWER
None
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10
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SHARED DISPOSITIVE POWER
49,241,015
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
49,241,015
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
96.5%
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14
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TYPE OF REPORTING PERSON (see
instructions)
OO
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CUSIP No. N07831105
Page
3
of
5
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1
|
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NAME OF
REPORTING PERSONS
Avast Holding B.V.
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (see instructions)
(a) ☐ (b) ☐
|
3
|
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SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS (see instructions)
OO
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
The Netherlands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
None
|
|
8
|
|
SHARED VOTING POWER
49,241,015
|
|
9
|
|
SOLE DISPOSITIVE POWER
None
|
|
10
|
|
SHARED DISPOSITIVE POWER
49,241,015
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
49,241,015
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
96.5%
|
14
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TYPE OF REPORTING PERSON (see
instructions)
OO
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CUSIP No. N07831105
Page
4
of
5
Explanatory Note
This
Amendment No. 1 hereby amends and supplements the Schedule 13D related to the tender offer by Avast Software B.V. (the Purchaser) and Avast Holding B.V. (the Parent), for all outstanding ordinary shares, with a nominal value
of 0.01 per share (the Shares), of AVG Technologies N.V. (the Issuer) at a price of $25.00 per share, in cash, without interest and less applicable withholding taxes or other taxes (the Offer), filed with
the Securities and Exchange Commission on October 11, 2016 (the Schedule 13D). All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.
Item 5.
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Interest in Securities of the Issuer
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Item 5 is hereby amended and supplemented as
follows:
The Purchaser and the Parent may be deemed to beneficially own, in the aggregate, 49,241,015 Shares, representing approximately
96.5% of the Issuers outstanding Shares (based upon the 54,763,151 Shares stated to be outstanding as of September 29, 2016 by American Stock Transfer & Trust Company, LLC, in its capacity as depositary for the Shares).
The Purchaser has voting power and dispositive power with regard to 49,241,015 Shares. The Parent, by virtue of its relationship to the
Purchaser (as disclosed in Item 2), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which the Purchaser directly beneficially owns.
During the subsequent offering period of the Offer, from October 11, 2016 to October 14, 2016, the Purchaser acquired 1,905,207 Shares
tendered pursuant to the Offer at a purchase price of $25.00 per Share in cash, without interest and less applicable withholding taxes or other taxes.
Except as described above, there were no other transactions with respect to Shares affected during the past 60 days by the Purchaser, the
Parent or any of the persons listed in Schedule I to the Offer to Purchase.
To the best knowledge of the Purchaser and the Parent, no
other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by the Purchaser and the Parent.
Item 7.
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Material to be Filed as Exhibits
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Item 7 is hereby amended and supplemented to add the
following exhibit:
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Exhibit
No.
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Description
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B.12
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Amendment No. 11 to the Schedule TO, dated October 17, 2016 (incorporated herein by reference to the Amendment No. 11 to the Schedule TO filed by Avast Software B.V. and Avast Holding B.V. with the SEC on October 17,
2016).
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SIGNATURE
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.
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Dated: October 17, 2016
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Avast Software B.V.
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By:
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/s/ Alan Rassaby
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Name:
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Alan Rassaby
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Title:
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Managing Director A
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By:
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/s/ Stefan Boermans
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Name:
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Stefan Boermans
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Title:
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Managing Director B
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Avast Holding B.V.
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By:
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/s/ Alan Rassaby
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Name:
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Alan Rassaby
|
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Title:
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Managing Director A
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By:
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/s/ Stefan Boermans
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Name:
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Stefan Boermans
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Title:
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Managing Director B
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