UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Virtusa Corporation
(Name of Issuer)
Common Stock, par value US$0.01 per share
(Title of Class of Securities)
92827P102
(CUSIP Number)
Kirti Hariharan
Baring Private Equity Asia Pte. Limited
50 Collyer Quay
#11-03/04 OUE Bayfront
Singapore 049321
+65 6232 6330
with copies to:
Neill P. Jakobe, Esq.
Paul S. Scrivano, Esq.
Eric L. Issadore, Esq.
Ropes & Gray LLP 191 North Wacker Drive, 32nd Floor Chicago, IL 60606
(312) 845-1200
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 11, 2021
(Date of Event which Requires Filing of this Statement)
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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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Note: Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
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* 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 disclosures provided in a prior cover page.
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 (the “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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1.
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Names of Reporting Persons.
Austin HoldCo Inc.
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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
Delaware
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Number of
Shares Beneficially Owned by Each Reporting Person With |
7.
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Sole Voting Power
0
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8.
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Shared Voting Power
0 (see Item 5)
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
0 (see Item 5)
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12.
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Check 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)
0%
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14.
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Type of Reporting Person (See Instructions)
CO
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1.
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Names of Reporting Persons.
Austin Topco, Inc.
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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
Delaware
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Number of
Shares Beneficially Owned by Each Reporting Person With |
7.
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Sole Voting Power
0
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8.
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Shared Voting Power
0 (see Item 5)
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
0 (see Item 5)
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12.
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Check 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)
0%
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14.
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Type of Reporting Person (See Instructions)
CO
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1.
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Names of Reporting Persons.
Austin SuperHoldCo, Inc.
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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
Delaware
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Number of
Shares Beneficially Owned by Each Reporting Person With |
7.
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Sole Voting Power
0
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8.
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Shared Voting Power
0 (see Item 5)
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
0 (see Item 5)
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12.
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Check 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)
0%
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14.
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Type of Reporting Person (See Instructions)
CO
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1.
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Names of Reporting Persons.
Austin Aggregator, L.P.
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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
Cayman Islands
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Number of
Shares Beneficially Owned by Each Reporting Person With |
7.
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Sole Voting Power
0
|
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8.
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Shared Voting Power
0 (see Item 5)
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
0
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
0 (see Item 5)
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
|
||
13.
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Percent of Class Represented by Amount in Row (11)
0%
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14.
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Type of Reporting Person (See Instructions)
PN
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1.
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Names of Reporting Persons.
Namu Holdings Pte. Limited
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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
Singapore
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Number of
Shares Beneficially Owned by Each Reporting Person With |
7.
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Sole Voting Power
0
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8.
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Shared Voting Power
0 (see Item 5)
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
0
|
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11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
0 (see Item 5)
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||
12.
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Check 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)
0%
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14.
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Type of Reporting Person (See Instructions)
CO
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1.
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Names of Reporting Persons.
Namu Holdings Parent Pte. Limited
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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
Singapore
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Number of
Shares Beneficially Owned by Each Reporting Person With |
7.
|
Sole Voting Power
0
|
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8.
|
Shared Voting Power
0 (see Item 5)
|
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9.
|
Sole Dispositive Power
0
|
||
10.
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Shared Dispositive Power
0
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
0 (see Item 5)
|
||
12.
|
Check 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)
0%
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14.
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Type of Reporting Person (See Instructions)
CO
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1.
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Names of Reporting Persons.
Baring Private Equity Asia VII Pte. Limited
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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
Singapore
|
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Number of
Shares Beneficially Owned by Each Reporting Person With |
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
0 (see Item 5)
|
||
9.
|
Sole Dispositive Power
0
|
||
10.
|
Shared Dispositive Power
0
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
0 (see Item 5)
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
0%
|
||
14.
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Type of Reporting Person (See Instructions)
CO
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1.
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Names of Reporting Persons.
Baring Private Equity Asia Fund VII Limited
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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, BK
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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
Cayman Islands
|
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Number of
Shares Beneficially Owned by Each Reporting Person With |
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
0 (see Item 5)
|
||
9.
|
Sole Dispositive Power
0
|
||
10.
|
Shared Dispositive Power
0
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
0 (see Item 5)
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
0%
|
||
14.
|
Type of Reporting Person (See Instructions)
CO
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1.
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Names of Reporting Persons.
The Baring Asia Private Equity Fund VII, L.P.
|
||
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
Cayman Islands
|
||
Number of
Shares Beneficially Owned by Each Reporting Person With |
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
0 (see Item 5)
|
||
9.
|
Sole Dispositive Power
0
|
||
10.
|
Shared Dispositive Power
0
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
0 (see Item 5)
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
0%
|
||
14.
|
Type of Reporting Person (See Instructions)
PN
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1.
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Names of Reporting Persons.
Baring Private Equity Asia GP VII, L.P.
|
||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ] (b) [ ] |
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3.
|
SEC Use Only
|
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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
Cayman Islands
|
||
Number of
Shares Beneficially Owned by Each Reporting Person With |
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
0 (see Item 5)
|
||
9.
|
Sole Dispositive Power
0
|
||
10.
|
Shared Dispositive Power
0
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
0 (see Item 5)
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
0%
|
||
14.
|
Type of Reporting Person (See Instructions)
PN
|
1.
|
Names of Reporting Persons.
Baring Private Equity Asia GP VII Limited
|
||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ] (b) [ ] |
||
3.
|
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
Cayman Islands
|
||
Number of
Shares Beneficially Owned by Each Reporting Person With |
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
0 (see Item 5)
|
||
9.
|
Sole Dispositive Power
0
|
||
10.
|
Shared Dispositive Power
0
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
0 (see Item 5)
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
0%
|
||
14.
|
Type of Reporting Person (See Instructions)
CO
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1.
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Names of Reporting Persons.
Jean Eric Salata
|
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2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ] (b) [ ] |
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3.
|
SEC Use Only
|
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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.
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Citizenship or Place of Organization
Chile
|
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Number of
Shares Beneficially Owned by Each Reporting Person With |
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
0 (see Item 5)
|
||
9.
|
Sole Dispositive Power
0
|
||
10.
|
Shared Dispositive Power
0
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
0 (see Item 5)
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
0%
|
||
14.
|
Type of Reporting Person (See Instructions)
IN
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ITEM 4. |
PURPOSE OF TRANSACTION
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ITEM 5. |
INTEREST IN SECURITIES OF THE ISSUER.
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ITEM 6. |
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
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AUSTIN HOLDCO INC.
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By:
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/s/ KIRTI HARIHARAN
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Name:
|
Kirti Hariharan
|
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Title:
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President
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AUSTIN TOPCO, INC.
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By:
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/s/ KIRTI HARIHARAN
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Name:
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Kirti Hariharan
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Title:
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President
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AUSTIN SUPERHOLDCO, INC.
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By:
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/s/ KIRTI HARIHARAN
|
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Name:
|
Kirti Hariharan
|
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Title:
|
President
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AUSTIN AGGREGATOR, L.P.
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By:
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Austin GP Limited, as its general partner
|
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By:
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/s/ TEK YOK HUA
|
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Name:
|
Tek Yok Hua
|
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Title:
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Director
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NAMU HOLDINGS PTE. LIMITED
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|||
By:
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/s/ KIRTI HARIHARAN
|
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Name:
|
Kirti Hariharan
|
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Title:
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Director
|
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NAMU HOLDINGS PARENT PTE. LIMITED
|
|||
By:
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/s/ KIRTI HARIHARAN
|
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Name:
|
Kirti Hariharan
|
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Title:
|
Director
|
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BARING PRIVATE EQUITY ASIA VII PTE. LIMITED
|
|||
By:
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/s/ KIRTI HARIHARAN
|
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Name:
|
Kirti Hariharan
|
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Title:
|
Director
|
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BARING PRIVATE EQUITY ASIA FUND VII LIMITED
|
|||
By:
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/s/ TEK YOK HUA
|
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Name:
|
Tek Yok Hua
|
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Title:
|
Director
|
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THE BARING ASIA PRIVATE EQUITY FUND VII, L.P.
|
|||
By:
|
Baring Private Equity Asia GP VII, L.P., as its general partner
|
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By:
|
Baring Private Equity Asia GP VII Limited, as its general partner
|
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By:
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/s/ TEK YOK HUA
|
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Name:
|
Tek Yok Hua
|
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Title:
|
Director
|
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BARING PRIVATE EQUITY ASIA GP VII, L.P.
|
|||
By:
|
Baring Private Equity Asia GP VII Limited, as its general partner
|
||
By:
|
/s/ TEK YOK HUA
|
||
Name:
|
Tek Yok Hua
|
||
Title:
|
Director
|
||
BARING PRIVATE EQUITY ASIA GP VII LIMITED
|
|||
By:
|
/s/ TEK YOK HUA
|
||
Name:
|
Tek Yok Hua
|
||
Title:
|
Director
|
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JEAN ERIC SALATA
|
|||
/s/ JEAN ERIC SALATA
|
|||