* |
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.
|
1.
|
Names of Reporting Persons.
Austin HoldCo Inc.
|
||
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
Delaware
|
||
Number of
Shares Beneficially Owned by Each Reporting Person With |
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
4,754,629 (1) (see Item 5)
|
||
9.
|
Sole Dispositive Power
0
|
||
10.
|
Shared Dispositive Power
0
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
4,754,629 (1) (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)
14.3% (2)
|
||
14.
|
Type of Reporting Person (See Instructions)
CO
|
||
(1) Beneficial ownership of 4,754,629 shares of Issuer’s Common Stock (as defined below) (inclusive of 3,008,650 shares of Issuer’s Common Stock issuable upon conversion of 108,000 shares of preferred stock, par
value $0.01 per share, of Issuer (“Preferred Stock”) (as represented by the holder of such Preferred Stock in the Voting Agreement (as defined below)) is being reported hereunder solely because the Reporting Person may be
deemed to have beneficial ownership of such shares as a result of the Voting Agreement described in Item 4 hereof. Neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by any
reporting person that it is the beneficial owner of Common Stock and Preferred Stock subject to the Voting Agreement for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial
ownership is expressly disclaimed by each reporting person.
(2) Based on (i) the number of shares of Common Stock outstanding as of the close of business on September 8, 2020 as represented by Issuer in the Merger Agreement described in Item 4 hereof and (ii) 3,008,650
shares of Issuer’s Common Stock issuable upon conversion of 108,000 shares of Preferred Stock, as represented by the holder of such Preferred Stock in the Voting Agreement.
|
1.
|
Names of Reporting Persons.
Austin Topco, Inc.
|
||
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
Delaware
|
||
Number of
Shares Beneficially Owned by Each Reporting Person With |
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
4,754,629 (1) (see Item 5)
|
||
9.
|
Sole Dispositive Power
0
|
||
10.
|
Shared Dispositive Power
0
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
4,754,629 (1) (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)
14.3% (2)
|
||
14.
|
Type of Reporting Person (See Instructions)
CO
|
||
(1) Beneficial ownership of 4,754,629 shares of Issuer’s Common Stock (inclusive of 3,008,650 shares of Issuer’s Common Stock issuable upon conversion of 108,000 shares of Preferred Stock (as represented by the holder of such Preferred Stock
in the Voting Agreement) is being reported hereunder solely because the Reporting Person may be deemed to have beneficial ownership of such shares as a result of the Voting Agreement described in Item 4 hereof. Neither the filing of this
Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by any reporting person that it is the beneficial owner of Common Stock and Preferred Stock subject to the Voting Agreement for purposes of
Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed by each reporting person.
(2) Based on (i) the number of shares of Common Stock outstanding as of the close of business on September 8, 2020 as represented by Issuer in the Merger Agreement described in Item 4 hereof and (ii) 3,008,650 shares of Issuer’s Common
Stock issuable upon conversion of 108,000 shares of Preferred Stock, as represented by the holder of such Preferred Stock in the Voting Agreement.
|
1.
|
Names of Reporting Persons.
Austin SuperHoldCo, Inc.
|
||
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
Delaware
|
||
Number of
Shares Beneficially Owned by Each Reporting Person With |
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
4,754,629 (1) (see Item 5)
|
||
9.
|
Sole Dispositive Power
0
|
||
10.
|
Shared Dispositive Power
0
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
4,754,629 (1) (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)
14.3% (2)
|
||
14.
|
Type of Reporting Person (See Instructions)
CO
|
||
(1) Beneficial ownership of 4,754,629 shares of Issuer’s Common Stock (inclusive of 3,008,650 shares of Issuer’s Common Stock issuable upon conversion of 108,000 shares of Preferred Stock (as represented by the holder of such Preferred Stock
in the Voting Agreement) is being reported hereunder solely because the Reporting Person may be deemed to have beneficial ownership of such shares as a result of the Voting Agreement described in Item 4 hereof. Neither the filing of this
Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by any reporting person that it is the beneficial owner of Common Stock and Preferred Stock subject to the Voting Agreement for purposes of
Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed by each reporting person.
(2) Based on (i) the number of shares of Common Stock outstanding as of the close of business on September 8, 2020 as represented by Issuer in the Merger Agreement described in Item 4 hereof and (ii) 3,008,650 shares of Issuer’s Common Stock
issuable upon conversion of 108,000 shares of Preferred Stock, as represented by the holder of such Preferred Stock in the Voting Agreement.
|
1.
|
Names of Reporting Persons.
Austin Aggregator, L.P.
|
||
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
4,754,629 (1) (see Item 5)
|
||
9.
|
Sole Dispositive Power
0
|
||
10.
|
Shared Dispositive Power
0
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
4,754,629 (1) (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)
14.3% (2)
|
||
14.
|
Type of Reporting Person (See Instructions)
PN
|
||
(1) Beneficial ownership of 4,754,629 shares of Issuer’s Common Stock (inclusive of 3,008,650 shares of Issuer’s Common Stock issuable upon conversion of 108,000 shares of Preferred Stock (as represented by the holder of such Preferred Stock
in the Voting Agreement) is being reported hereunder solely because the Reporting Person may be deemed to have beneficial ownership of such shares as a result of the Voting Agreement described in Item 4 hereof. Neither the filing of this
Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by any reporting person that it is the beneficial owner of Common Stock and Preferred Stock subject to the Voting Agreement for purposes of
Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed by each reporting person.
(2) Based on (i) the number of shares of Common Stock outstanding as of the close of business on September 8, 2020 as represented by Issuer in the Merger Agreement described in Item 4 hereof and (ii) 3,008,650 shares of Issuer’s Common Stock
issuable upon conversion of 108,000 shares of Preferred Stock, as represented by the holder of such Preferred Stock in the Voting Agreement.
|
1.
|
Names of Reporting Persons.
Namu Holdings Pte. 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
Singapore
|
||
Number of
Shares Beneficially Owned by Each Reporting Person With |
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
153,296 (See Item 5)
|
||
9.
|
Sole Dispositive Power
0
|
||
10.
|
Shared Dispositive Power
153,296 (See Item 5)
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
153,296 (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)
0.5% (1)
|
||
14.
|
Type of Reporting Person (See Instructions)
CO
|
||
(1) Based on the number of shares of Common Stock outstanding as of the close of business on September 8, 2020 as represented by Issuer in the Merger Agreement described in Item 4 hereof.
|
1.
|
Names of Reporting Persons.
Namu Holdings Parent Pte. 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
Singapore
|
||
Number of
Shares Beneficially Owned by Each Reporting Person With |
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
153,296 (See Item 5)
|
||
9.
|
Sole Dispositive Power
0
|
||
10.
|
Shared Dispositive Power
153,296 (See Item 5)
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
153,296 (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)
0.5% (1)
|
||
14.
|
Type of Reporting Person (See Instructions)
CO
|
||
(1) Based on the number of shares of Common Stock outstanding as of the close of business on September 8, 2020 as represented by Issuer in the Merger Agreement described in Item 4 hereof.
|
1.
|
Names of Reporting Persons.
Baring Private Equity Asia VII Pte. 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
Singapore
|
||
Number of
Shares Beneficially Owned by Each Reporting Person With |
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
153,296 (See Item 5)
|
||
9.
|
Sole Dispositive Power
0
|
||
10.
|
Shared Dispositive Power
153,296 (See Item 5)
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
153,296 (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)
0.5% (1)
|
||
14.
|
Type of Reporting Person (See Instructions)
CO
|
||
(1) Based on the number of shares of Common Stock outstanding as of the close of business on September 8, 2020 as represented by Issuer in the Merger Agreement described in Item 4 hereof.
|
1.
|
Names of Reporting Persons.
Baring Private Equity Asia Fund 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
153,296 (See Item 5)
|
||
9.
|
Sole Dispositive Power
0
|
||
10.
|
Shared Dispositive Power
153,296 (See Item 5)
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
153,296 (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)
0.5% (1)
|
||
14.
|
Type of Reporting Person (See Instructions)
CO
|
||
(1) Based on the number of shares of Common Stock outstanding as of the close of business on September 8, 2020 as represented by Issuer in the Merger Agreement described in Item 4 hereof.
|
1.
|
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.
|
SEC Use Only
|
||
4.
|
Source of Funds (See Instructions)
OO, BK
|
||
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
4,907,925 (1) (See Item 5)
|
||
9.
|
Sole Dispositive Power
0
|
||
10.
|
Shared Dispositive Power
153,296 (See Item 5)
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
4,907,925 (1) (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)
14.7% (2)
|
||
14.
|
Type of Reporting Person (See Instructions)
PN
|
||
(1) Beneficial ownership of 4,754,629 shares of Issuer’s Common Stock (inclusive of 3,008,650 shares of Issuer’s Common Stock issuable upon conversion of 108,000 shares of Preferred Stock (as represented by the holder of such Preferred Stock
in the Voting Agreement) is being reported hereunder solely because the Reporting Person may be deemed to have beneficial ownership of such shares as a result of the Voting Agreement described in Item 4 hereof. Neither the filing of this
Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by any reporting person that it is the beneficial owner of Common Stock and Preferred Stock subject to the Voting Agreement for purposes of
Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed by each reporting person.
(2) Based on (i) the number of shares of Common Stock outstanding as of the close of business on September 8, 2020 as represented by Issuer in the Merger Agreement described in Item 4 hereof and (ii) 3,008,650 shares of Issuer’s Common Stock
issuable upon conversion of 108,000 shares of Preferred Stock, as represented by the holder of such Preferred Stock in the Voting Agreement.
|
1.
|
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) ◻
|
||
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
4,907,925 (1) (See Item 5)
|
||
9.
|
Sole Dispositive Power
0
|
||
10.
|
Shared Dispositive Power
153,296 (See Item 5)
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
4,907,925 (1) (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)
14.7% (2)
|
||
14.
|
Type of Reporting Person (See Instructions)
PN
|
||
(1) Beneficial ownership of 4,754,629 shares of Issuer’s Common Stock (inclusive of 3,008,650 shares of Issuer’s Common Stock issuable upon conversion of 108,000 shares of Preferred Stock (as represented by the
holder of such Preferred Stock in the Voting Agreement) is being reported hereunder solely because the Reporting Person may be deemed to have beneficial ownership of such shares as a result of the Voting Agreement described in Item 4 hereof.
Neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by any reporting person that it is the beneficial owner of Common Stock and Preferred Stock subject to the Voting Agreement
for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed by each reporting person.
(2) Based on (i) the number of shares of Common Stock outstanding as of the close of business on September 8, 2020 as represented by Issuer in the Merger Agreement described in Item 4 hereof and (ii) 3,008,650
shares of Issuer’s Common Stock issuable upon conversion of 108,000 shares of Preferred Stock, as represented by the holder of such Preferred Stock in the Voting Agreement.
|
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
4,907,925 (1) (See Item 5)
|
||
9.
|
Sole Dispositive Power
0
|
||
10.
|
Shared Dispositive Power
153,296 (See Item 5)
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
4,907,925 (1) (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)
14.7% (2)
|
||
14.
|
Type of Reporting Person (See Instructions)
CO
|
||
(1) Beneficial ownership of 4,754,629 shares of Issuer’s Common Stock (inclusive of 3,008,650 shares of Issuer’s Common Stock issuable upon conversion of 108,000 shares of Preferred Stock (as represented by the holder of such Preferred Stock
in the Voting Agreement is being reported hereunder solely because the Reporting Person may be deemed to have beneficial ownership of such shares as a result of the Voting Agreement described in Item 4 hereof. Neither the filing of this
Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by any reporting person that it is the beneficial owner of Common Stock and Preferred Stock subject to the Voting Agreement for purposes of
Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed by each reporting person.
(2) Based on (i) the number of shares of Common Stock outstanding as of the close of business on September 8, 2020 as represented by Issuer in the Merger Agreement described in Item 4 hereof and (ii) 3,008,650 shares of Issuer’s Common Stock
issuable upon conversion of 108,000 shares of Preferred Stock, as represented by the holder of such Preferred Stock in the Voting Agreement.
|
1.
|
Names of Reporting Persons.
Jean Eric Salata
|
||
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
Chile
|
||
Number of
Shares Beneficially Owned by Each Reporting Person With |
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
4,907,925 (1) (See Item 5)
|
||
9.
|
Sole Dispositive Power
0
|
||
10.
|
Shared Dispositive Power
153,296 (See Item 5)
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
4,907,925 (1) (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)
14.7% (2)
|
||
14.
|
Type of Reporting Person (See Instructions)
IN
|
||
(1) Beneficial ownership of 4,754,629 shares of Issuer’s Common Stock (inclusive of 3,008,650 shares of Issuer’s Common Stock issuable upon conversion of 108,000 shares of Preferred Stock (as represented by the
holder of such Preferred Stock in the Voting Agreement) is being reported hereunder solely because the Reporting Person may be deemed to have beneficial ownership of such shares as a result of the Voting Agreement described in Item 4 hereof.
Neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by any reporting person that it is the beneficial owner of Common Stock and Preferred Stock subject to the Voting Agreement
for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed by each reporting person.
(2) Based on (i) the number of shares of Common Stock outstanding as of the close of business on September 8, 2020 as represented by Issuer in the Merger Agreement described in Item 4 hereof and (ii) 3,008,650
shares of Issuer’s Common Stock issuable upon conversion of 108,000 shares of Preferred Stock, as represented by the holder of such Preferred Stock in the Voting Agreement.
|
ITEM 2. |
IDENTITY AND BACKGROUND.
|
(i)
|
Austin HoldCo Inc., a Delaware corporation (“Parent”);
|
|
(ii)
|
Austin Topco, Inc., a Delaware corporation (“Austin Topco”), as controlling shareholder of Parent;
|
|
(iii)
|
Austin SuperHoldCo, Inc., a Delaware corporation (“Austin Holdco”), as controlling shareholder of Austin Topco;
|
|
(iv)
|
Austin Aggregator, L.P., a Cayman Islands limited partnership (“Austin Aggregator”), as controlling shareholder of Austin Holdco;
|
|
(v)
|
Namu Holdings Pte. Limited, a Singapore private limited company (“Namu”);
|
|
(vi)
|
Namu Holdings Parent Pte. Limited, a Singapore private limited company (“Namu Parent”), as controlling shareholder of Namu;
|
|
(vii)
|
Baring Private Equity Asia VII Pte. Limited, a Singapore private limited company (“Baring Pte”), as controlling shareholder of Namu Parent;
|
|
(viii)
|
Baring Private Equity Asia Fund VII Limited, a Cayman Islands limited company (“Baring Limited”), as controlling shareholder of Baring Pte;
|
|
(ix)
|
The Baring Asia Private Equity Fund VII, L.P., a Cayman Islands limited partnership (“Baring LP”), as controlling shareholder of Baring Limited;
|
|
(x)
|
Baring Private Equity Asia GP VII, L.P., a Cayman Islands limited partnership (“Baring GP LP”), as the general partner of Austin Aggregator and Baring LP;
|
|
(xi)
|
Baring Private Equity Asia GP VII Limited, a Cayman Islands limited company (“Baring GP Limited”), as the general partner of Baring GP LP; and
|
|
(xii)
|
Jean Eric Salata, as the sole shareholder of Baring GP Ltd.
|
(i)
|
name;
|
|
(ii)
|
business address;
|
|
(iii)
|
present principal occupation or employment or principal business; and
|
|
(iv)
|
citizenship.
|
ITEM 3. |
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
|
ITEM 4. |
PURPOSE OF TRANSACTION
|
ITEM 5. |
INTEREST IN SECURITIES OF THE ISSUER.
|
ITEM 6. |
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
|
ITEM 7. |
MATERIAL TO BE FILED AS EXHIBITS
|
Exhibit
|
Description
|
1
|
Joint Filing Agreement, dated as of September 18, 2020, by and among Austin Holdco Inc, Austin Topco, Inc., Austin SuperHoldCo, Inc., Austin Aggregator, L.P., Namu Holdings Pte. Limited, Namu Holdings Parent Pte. Limited, Baring Private
Equity Asia VII Pte. Limited, Baring Private Equity Asia Fund VII Limited, The Baring Asia Private Equity Fund VII, L.P., Baring Private Equity Asia GP VII, L.P., Baring Private Equity Asia GP VII Limited and Jean Eric Salata.
|
2
|
Agreement and Plan of Merger, dated as of September 9, 2020, among Austin HoldCo Inc., Austin BidCo Inc. and Virtusa Corporation (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Virtusa Corporation
with the Securities and Exchange Commission on September 11, 2020).
|
3
|
Voting Agreement, among Austin HoldCo Inc. and the persons listed on Schedule A thereto (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Virtusa Corporation with the Securities and Exchange
Commission on September 11, 2020).
|
AUSTIN HOLDCO INC.
|
|||
By:
|
/s/ KIRTI HARIHARAN |
||
Name:
|
Kirti Hariharan
|
||
Title:
|
President
|
||
AUSTIN TOPCO, INC.
|
|||
By:
|
/s/ KIRTI HARIHARAN | ||
Name:
|
Kirti Hariharan
|
||
Title:
|
President
|
||
AUSTIN SUPERHOLDCO, INC.
|
|||
By:
|
/s/ KIRTI HARIHARAN | ||
Name:
|
Kirti Hariharan
|
||
Title:
|
President
|
||
AUSTIN AGGREGATOR, L.P.
|
|||
By:
|
Baring Private Equity Asia GP VII, L.P., as its general partner
|
||
By:
|
Baring Private Equity Asia GP VII Limited, as its general partner
|
||
By:
|
/s/ TEK YOK HUA |
||
Name:
|
Tek Yok Hua
|
||
Title:
|
Director
|
||
NAMU HOLDINGS PTE. LIMITED
|
|||
By:
|
/s/ KIRTI HARIHARAN | ||
Name:
|
Kirti Hariharan
|
||
Title:
|
Director
|
||
NAMU HOLDINGS PARENT PTE. LIMITED
|
|||
By:
|
/s/ KIRTI HARIHARAN | ||
Name:
|
Kirti Hariharan
|
||
Title:
|
Director
|
||
BARING PRIVATE EQUITY ASIA VII PTE. LIMITED
|
|||
By:
|
/s/ KIRTI HARIHARAN | ||
Name:
|
Kirti Hariharan
|
||
Title:
|
Director
|
||
BARING PRIVATE EQUITY ASIA FUND VII LIMITED
|
|||
By:
|
/s/ TEK YOK HUA | ||
Name:
|
Tek Yok Hua
|
||
Title:
|
Director
|
||
THE BARING ASIA PRIVATE EQUITY FUND VII, L.P.
|
|||
By:
|
Baring Private Equity Asia GP VII, L.P., as its general partner
|
||
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, 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
|
||
JEAN ERIC SALATA
|
|||
/s/ JEAN ERIC SALATA |
|||
Name (Citizenship)
|
Present Principal Occupation
|
Directors
|
|
Kirti Hariharan (India)
50 Collyer Quay #11-03/04 OUE Bayfront, Singapore 049321
|
General Counsel, Baring Private Equity Asia Pte Ltd
|
Ezekiel Arlin (United States)
3801 Two International Finance Centre, 8 Finance Street, Central, Hong Kong
|
Managing Director, Baring Private Equity Asia Limited
|
Executive Officers
|
|
Kirti Hariharan (India)
50 Collyer Quay #11-03/04 OUE Bayfront, Singapore 049321
|
President
|
Ezekiel Arlin (United States)
3801 Two International Finance Centre, 8 Finance Street, Central, Hong Kong
|
Vice President, Secretary
|
Name (Citizenship)
|
Present Principal Occupation
|
Directors
|
|
Giridhar Veera Raghavan (India)
50 Collyer Quay #11-03/04 OUE Bayfront,
Singapore 049321
|
Director, Baring Private Equity Asia Pte Ltd
|
Kirti Ram Hariharan (India)
50 Collyer Quay #11-03/04 OUE Bayfront,
Singapore 049321
|
General Counsel, Baring Private Equity Asia Pte Ltd
|
Robert Patrick Ryan (Ireland)
50 Collyer Quay #11-03/04 OUE Bayfront,
Singapore 049321
|
Director, Baring Private Equity Asia Pte Ltd
|
Name (Citizenship)
|
Present Principal Occupation
|
Directors
|
|
Giridhar Veera Raghavan (India)
50 Collyer Quay #11-03/04 OUE Bayfront,
Singapore 049321.
|
Director, Baring Private Equity Asia Pte Ltd
|
Kirti Ram Hariharan (India)
50 Collyer Quay #11-03/04 OUE Bayfront,
Singapore 049321.
|
General Counsel, Baring Private Equity Asia Pte Ltd
|
Name (Citizenship)
|
Present Principal Occupation
|
Directors
|
|
Tek Yok Hua (Singapore)
50 Collyer Quay #11-03/04 OUE Bayfront, Singapore 049321
|
Director, Baring Private Equity Asia Pte Ltd
|
VSG Cayman Limited (Cayman Islands)
9 Raffles Place, #26-01 Republic Plaza,
Singapore 048619
|
Corporate Director
|
Name (Citizenship)
|
Present Principal Occupation
|
Directors
|
|
Tek Yok Hua (Singapore)
50 Collyer Quay #11-03/04 OUE Bayfront, Singapore 049321
|
Director, Baring Private Equity Asia Pte Ltd
|
Lynden Rees John (United Kingdom)
P. O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1 - 1205, Cayman Islands
|
Director, Vistra (Cayman) Limited
|
Trade Date
|
Number of Shares
|
Price per Share
|
7/20/2020
|
11,462
|
$32.5702
|
7/21/2020
|
11,756
|
$32.5984
|
7/22/2020
|
36,874
|
$32.8760
|
7/23/2020
|
200
|
$32.8200
|
7/24/2020
|
16,557
|
$32.8985
|
7/27/2020
|
1,127
|
$32.8947
|
AUSTIN HOLDCO INC.
By: /s/ KIRTI HARIHARAN ___
Name: Kirti Hariharan
Title: President
AUSTIN TOPCO, INC.
By: /s/ KIRTI HARIHARAN
Name: Kirti Hariharan
Title: President
AUSTIN SUPERHOLDCO, INC.
By: /s/ KIRTI HARIHARAN
Name: Kirti Hariharan
Title: President
AUSTIN AGGREGATOR, L.P.
By: Baring Private Equity Asia GP VII, L.P., as its general partner
By: Baring Private Equity Asia GP VII Limited, as its general partner
By: /s/ TEK YOK HUA
Name: Tek Yok Hua
Title: Director
NAMU HOLDINGS PTE. LIMITED
By: /s/ KIRTI HARIHARAN
Name: Kirti Hariharan
Title: Director
NAMU HOLDINGS PARENT PTE. LIMITED
By: /s/ KIRTI HARIHARAN
Name: Kirti Hariharan
Title: Director
BARING PRIVATE EQUITY ASIA VII PTE. LIMITED
By: /s/ TEK YOK HUA
Name: Tek Yok Hua
Title: Director
BARING PRIVATE EQUITY ASIA FUND VII LIMITED
By: /s/ TEK YOK HUA
Name: Tek Yok Hua
Title: Director
|
CUSIP Number: 92827P102
|
THE BARING ASIA PRIVATE EQUITY FUND VII, L.P.
By: Baring Private Equity Asia GP VII, L.P., as its general partner
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, 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
JEAN ERIC SALATA
/s/ JEAN ERIC SALATA
|