(Amendment No. 1)
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 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)
CUSIP No. 00187Y100
|
Page 2 of 18
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Viking Global Investors LP
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
41,463,414*
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
41,463,414*
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
41,463,414*
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
17.3%*,**
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
|
|
|
|
|
* See Item 4
** The percentages used herein and in the rest
of this Schedule 13G are calculated based on 232,164,890 shares of the Company’s Common Stock outstanding as of January 3, 2022,
as reported in the Company’s Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on January
3, 2022, and 8,130,081 shares of Common Stock underlying 5.5% Series B Perpetual Convertible Preferred Stock (“Series B Preferred
Stock”) assuming conversion on the date hereof of Series B Preferred Stock held by the applicable Reporting Person.
CUSIP No. 00187Y100
|
Page 3 of 18
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Viking Global Performance LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
8,130,081*
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
8,130,081*
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,130,081*
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.4%*,**
|
12
|
TYPE OF REPORTING PERSON
OO
|
|
|
|
|
|
|
* See Item 4
** The percentages used herein and in the rest
of this Schedule 13G are calculated based on 232,164,890 shares of the Company’s Common Stock outstanding as of January 3, 2022,
as reported in the Company’s Form 8-K filed with the Commission on January 3, 2022, and 8,130,081 shares of Common Stock underlying
Series B Preferred Stock assuming conversion on the date hereof of Series B Preferred Stock held by the applicable Reporting Person.
CUSIP No. 00187Y100
|
Page 4 of 18
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Viking Global Equities Master Ltd.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
7,967,479*
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
7,967,479*
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,967,479*
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.3%*,**
|
12
|
TYPE OF REPORTING PERSON
OO
|
|
|
|
|
|
|
* See Item 4
** The percentages used herein and in the rest of
this Schedule 13G are calculated based on 232,164,890 shares of the Company’s Common Stock outstanding as of January 3, 2022, as
reported in the Company’s Form 8-K filed with the Commission on January 3, 2022, and 7,967,479 shares of Common Stock underlying
Series B Preferred Stock assuming conversion on the date hereof of Series B Preferred Stock held by the applicable Reporting Person.
CUSIP No. 00187Y100
|
Page 5 of 18
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Viking Global Equities II LP
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
162,602*
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
162,602*
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
162,602*
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.07%*,**
|
12
|
TYPE OF REPORTING PERSON*
PN
|
|
|
|
|
|
|
* See Item 4
** The percentages used herein and in the rest
of this Schedule 13G are calculated based on 232,164,890 shares of the Company’s Common Stock outstanding as of January 3, 2022,
as reported in the Company’s Form 8-K filed with the Commission on January 3, 2022, and 162,602 shares of Common Stock underlying
Series B Preferred Stock assuming conversion on the date hereof of Series B Preferred Stock held by the applicable Reporting Person.
CUSIP No. 00187Y100
|
Page 6 of 18
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Viking Global Opportunities Parent GP LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
33,333,333*
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
33,333,333*
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,333,333*
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.4%*,**
|
12
|
TYPE OF REPORTING PERSON
OO
|
|
|
|
|
|
|
* See Item 4
** The percentages used herein and in the rest of this Schedule 13G are calculated
based on 232,164,890 shares of the Company’s Common Stock outstanding as of January 3, 2022, as reported in the Company’s
Form 8-K filed with the Commission on January 3, 2022.
CUSIP No. 00187Y100
|
Page 7 of 18
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Viking Global Opportunities GP LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
33,333,333*
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
33,333,333*
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,333,333*
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.4%*, **
|
12
|
TYPE OF REPORTING PERSON
OO
|
* See Item 4
** The percentages used herein and in the rest of this Schedule 13G are
calculated based on 232,164,890 shares of the Company’s Common Stock outstanding as of January 3, 2022, as reported in the Company’s
Form 8-K filed with the Commission on January 3, 2022.
CUSIP No. 00187Y100
|
Page 8 of 18
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Viking Global Opportunities Portfolio GP LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
33,333,333*
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
33,333,333*
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,333,333*
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.4%*,**
|
12
|
TYPE OF REPORTING PERSON
OO
|
|
|
|
|
|
|
* See Item 4
** The percentages used herein and in the rest of this Schedule 13G are calculated based on 232,164,890 shares of the Company’s Common Stock outstanding as of January 3, 2022, as reported in the Company’s Form 8-K filed with the Commission on January 3, 2022.
CUSIP No. 00187Y100
|
Page 9 of 18
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Viking Global Opportunities Illiquid Investments Sub-Master LP
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
33,333,333*
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
33,333,333*
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,333,333*
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.4%*,**
|
12
|
TYPE OF REPORTING PERSON*
PN
|
|
|
|
|
|
|
* See Item 4
** The percentages used herein and in the rest
of this Schedule 13G are calculated based on 232,164,890 shares of the Company’s Common Stock outstanding as of January 3, 2022,
as reported in the Company’s Form 8-K filed with the Commission on January 3, 2022.
CUSIP No. 00187Y100
|
Page 10 of 18
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
O. Andreas Halvorsen
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Norway
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
41,463,414*
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
41,463,414*
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
41,463,414*
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
17.3%*,**
|
12
|
TYPE OF REPORTING PERSON*
IN
|
|
|
|
|
|
|
* See Item 4
** The percentages used herein and in the rest
of this Schedule 13G are calculated based on 232,164,890 shares of the Company’s Common Stock outstanding as of January 3, 2022,
as reported in the Company’s Form 8-K filed with the Commission on January 3, 2022, and 8,130,081 shares of Common Stock underlying
Series B Preferred Stock assuming conversion on the date hereof of Series B Preferred Stock held by the applicable Reporting Person.
CUSIP No. 00187Y100
|
Page 11 of 18
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
David C. Ott
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
41,463,414*
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
41,463,414*
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
41,463,414*
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
17.3%*,**
|
12
|
TYPE OF REPORTING PERSON*
IN
|
|
|
|
|
|
|
* See Item 4
** The percentages used herein and in the rest
of this Schedule 13G are calculated based on 232,164,890 shares of the Company’s Common Stock outstanding as of January 3, 2022,
as reported in the Company’s Form 8-K filed with the Commission on January 3, 2022, and 8,130,081 shares of Common Stock underlying
Series B Preferred Stock assuming conversion on the date hereof of Series B Preferred Stock held by the applicable Reporting Person.
CUSIP No. 00187Y100
|
Page 12 of 18
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Rose S. Shabet
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
41,463,414*
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
41,463,414*
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
41,463,414*
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
17.3%*,**
|
12
|
TYPE OF REPORTING PERSON*
IN
|
|
|
|
|
|
|
* See Item 4
** The percentages used herein and in the rest
of this Schedule 13G are calculated based on 232,164,890 shares of the Company’s Common Stock outstanding as of January 3, 2022,
as reported in the Company’s Form 8-K filed with the Commission on January 3, 2022, and 8,130,081 shares of Common Stock underlying
Series B Preferred Stock assuming conversion on the date hereof of Series B Preferred Stock held by the applicable Reporting Person.
CUSIP No. 00187Y100
|
Page 13 of 18
|
Item 1(a).
|
Name of Issuer:
|
APi Group Corporation
Item 1(b).
|
Address of Issuer’s Principal Executive Offices:
|
1100 Old Highway 8 NW
New Brighton, MN 55112
United States
Item 2(a).
|
Name of Person Filing:
|
Viking Global Investors LP (“VGI”),
Viking Global Performance LLC (“VGP”),
Viking Global Equities Master Ltd. (“VGEM”),
Viking Global Equities II LP (“VGEII”),
Viking Global Opportunities Parent GP LLC (“Opportunities Parent”),
Viking Global Opportunities GP LLC (“Opportunities GP”),
Viking Global Opportunities Portfolio GP LLC (“Opportunities
Portfolio GP”),
Viking Global Opportunities Illiquid Investments Sub-Master
LP (“VGOP”),
O. Andreas Halvorsen, David C. Ott and Rose
S. Shabet (collectively, the “Reporting Persons”)
Item 2(b).
|
Address of Principal Business Office or, if none, Residence:
|
The business address of each of the Reporting Persons
is: 55 Railroad Avenue, Greenwich, Connecticut 06830.
VGI and VGEII are Delaware
limited partnerships; VGEM is a Cayman exempted limited company; VGP, Opportunities Parent, Opportunities GP and Opportunities
Portfolio GP are Delaware limited liability companies; VGOP is a Cayman Islands exempted limited partnership; O. Andreas Halvorsen
is a citizen of Norway; and David C. Ott and Rose S. Shabet are citizens of the United States.
Item 2(d).
|
Titles of Classes of Securities:
|
Common stock, par value $0.0001 per share (“Common
Stock”)
Item 2(e).
|
CUSIP NUMBER:
00187Y100
|
Item 3.
|
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
|
|
(a)
|
☐ Broker or dealer registered under Section 15 of the Exchange Act
|
|
(b)
|
☐ Bank as defined in Section 3(a)(6) of the Exchange Act
|
|
(c)
|
☐ Insurance company as defined in Section 3(a)(19) of the Exchange Act
|
|
(d)
|
☐ Investment company registered under Section 8 of the Investment Company Act of 1940
|
|
(e)
|
☐ Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940: see Rule 13d-1(b)(1)(ii)(E)
|
|
(f)
|
☐ Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Rule 13d-1(b)(1)(ii)(F)
|
|
(g)
|
☐ Parent holding company, in accordance with Rule 13d-1(b)(1)(ii)(G).
|
|
(h)
|
☐ Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act.
|
|
(i)
|
☐ Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940.
|
|
(j)
|
☐ Non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
|
|
(k)
|
☐
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
N/A
|
|
|
|
CUSIP No. 00187Y100
|
Page 14 of 18
|
A. VGI
|
(a)
|
Amount beneficially owned: 41,463,414
|
|
(b)
|
Percent of Class: 17.3%
|
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or to direct the vote: 0
|
|
(ii)
|
Shared power to vote or to direct the vote: 41,463,414
|
|
(iii)
|
Sole power to dispose or to direct the disposition of: 0
|
|
(iv)
|
Shared power to dispose or to direct the disposition of: 41,463,414
|
VGI provides managerial services to VGOP, VGEM
and VGEII. VGI has the authority to dispose of and vote the shares of Common Stock and Series B Preferred Stock.
Based on Rule 13d-3 of the Securities Exchange
Act of 1934, as amended (the “Act”), VGI may be deemed to beneficially own the shares of Common Stock directly held by VGOP,
and Series B Preferred Stock directly held by VGEM and VGEII. VGI does not directly own any shares of Common Stock or Series B Preferred
Stock.
VGI beneficially owns 41,463,414 Issuer shares
consisting of (1) 33,333,333 shares of Common Stock directly and beneficially owned by VGOP, (2) 7,967,479 shares of Series B Preferred
Stock directly and beneficially owned by VGEM, and (3) 162,602 shares of Series B Preferred Stock directly and beneficially owned by VGEII.
B. VGP
|
(a)
|
Amount beneficially owned: 8,130,081
|
|
(b)
|
Percent of Class: 3.4%
|
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or to direct the vote: 0
|
|
(ii)
|
Shared power to vote or to direct the vote: 8,130,081
|
|
(iii)
|
Sole power to dispose or to direct the disposition of: 0
|
|
(iv)
|
Shared power to dispose or to direct the disposition of: 8,130,081
|
VGP is the general partner of VGEII and the
investment manager of VGEM and has the authority to dispose of and vote the shares of Series B Preferred Stock.
Based on Rule 13d-3 of the Securities Exchange
Act of 1934, as amended (the “Act”), VGP may be deemed to beneficially own the shares of Series B Preferred Stock directly
held by VGEM and VGEII. VGP does not directly own any shares of Common Stock or Series B Preferred Stock.
VGP beneficially owns (1) 7,967,479 shares of
Series B Preferred Stock directly and beneficially owned by VGEM, and (2) 162,602 shares of Series B Preferred Stock directly and beneficially
owned by VGEII.
C. Opportunities Parent
|
(a)
|
Amount beneficially owned: 33,333,333
|
|
(b)
|
Percent of Class: 14.4%
|
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or to direct the vote: 0
|
|
(ii)
|
Shared power to vote or to direct the vote: 33,333,333
|
|
(iii)
|
Sole power to dispose or to direct the disposition of: 0
|
|
(iv)
|
Shared power to dispose or to direct the disposition of: 33,333,333
|
Opportunities Parent is the GP of Opportunities
GP, which has the authority to dispose of and vote the shares of Common Stock controlled by Opportunities Portfolio GP, which consists
of the shares of Common Stock directly held by VGOP. Opportunities Parent does not directly own any shares of Common Stock.
Based on Rule 13d-3 of the Act, Opportunities
Parent may be deemed to beneficially own the shares of Common Stock directly held by VGOP.
D. Opportunities GP
|
(a)
|
Amount beneficially owned: 33,333,333
|
|
(b)
|
Percent of Class: 14.4%
|
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or to direct the vote: 0
|
|
(ii)
|
Shared power to vote or to direct the vote: 33,333,333
|
|
(iii)
|
Sole power to dispose or to direct the disposition of: 0
|
|
(iv)
|
Shared power to dispose or to direct the disposition of: 33,333,333
|
Opportunities GP serves as the sole member of
Opportunities Portfolio GP and has the authority to dispose of and vote the shares of Common Stock controlled by Opportunities Portfolio
GP, which consists of the shares of Common Stock directly held by VGOP. Opportunities GP does not directly own any shares of Common Stock.
CUSIP No. 00187Y100
|
Page 15 of 18
|
Based on Rule 13d-3 of the Act, Opportunities
GP may be deemed to beneficially own the shares of Common Stock directly held by VGOP.
E. Opportunities Portfolio GP
|
(a)
|
Amount beneficially owned: 33,333,333
|
|
(b)
|
Percent of Class: 14.4%
|
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or to direct the vote: 0
|
|
(ii)
|
Shared power to vote or to direct the vote: 33,333,333
|
|
(iii)
|
Sole power to dispose or to direct the disposition of: 0
|
|
(iv)
|
Shared power to dispose or to direct the disposition of: 33,333,333
|
Opportunities Portfolio GP serves as the general
partner of VGOP and has the authority to dispose of and vote the shares of Common Stock directly owned by VGOP. Opportunities Portfolio
GP does not directly own any shares of Common Stock.
Based on Rule 13d-3 of the Act, Opportunities
Portfolio GP may be deemed to beneficially own the shares of Common Stock directly held by VGOP.
F. VGOP
|
(a)
|
Amount beneficially owned: 33,333,333
|
|
(b)
|
Percent of Class: 14.4%
|
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or to direct the vote: 0
|
|
(ii)
|
Shared power to vote or to direct the vote: 33,333,333
|
|
(iii)
|
Sole power to dispose or to direct the disposition of: 0
|
|
(iv)
|
Shared power to dispose or to direct the disposition of: 33,333,333
|
VGOP has the authority to dispose of and vote
the shares of Common Stock directly owned by it, which power may be exercised by its general partner, Opportunities Portfolio GP, and
by VGI, an affiliate of Opportunities Portfolio GP, which provides managerial services to VGOP.
Viking Global Opportunities LP (a Delaware limited
partnership) and Viking Global Opportunities III LP (a Cayman Islands exempted limited partnership), through its investment in Viking
Global Opportunities Intermediate LP (a Cayman Islands exempted limited partnership), invest substantially all of their assets in Viking
Global Opportunities Master LP (a Cayman Islands exempted limited partnership), which in turn invests through VGOP.
G. VGEM
|
(a)
|
Amount beneficially owned: 7,967,479
|
|
(b)
|
Percent of Class: 3.3%
|
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or to direct the vote: 0
|
|
(ii)
|
Shared power to vote or to direct the vote: 7,967,479
|
|
(iii)
|
Sole power to dispose or to direct the disposition of: 0
|
|
(iv)
|
Shared power to dispose or to direct the disposition of: 7,967,479
|
VGI provides managerial services to VGEM. VGI
has the authority to dispose of and vote Series B Preferred Stock.
VGEM beneficially owns 196,000 shares of Series
B Preferred Stock, which are initially convertible into 7,967,479 Common Stock at any time at the option of VGEM.
CUSIP No. 00187Y100
|
Page 16 of 18
|
H. VGEII
|
(a)
|
Amount beneficially owned: 162,602
|
|
(b)
|
Percent of Class: 0.07%
|
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or to direct the vote: 0
|
|
(ii)
|
Shared power to vote or to direct the vote: 162,602
|
|
(iii)
|
Sole power to dispose or to direct the disposition of: 0
|
|
(iv)
|
Shared power to dispose or to direct the disposition of: 162,602
|
VGI provides managerial services to VGEII. VGI
has the authority to dispose of and vote Series B Preferred Stock.
VGEII beneficially owns 4,000 shares of Series
B Preferred Stock, which are initially convertible into 162,602 Common Stock at any time at the option of VGEII.
I. O. Andreas Halvorsen, David C. Ott and
Rose S. Shabet
|
(a)
|
Amount beneficially owned: 41,463,414
|
|
(b)
|
Percent of Class: 17.3%
|
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or to direct the vote: 0
|
|
(ii)
|
Shared power to vote or to direct the vote: 41,463,414
|
|
(iii)
|
Sole power to dispose or to direct the disposition of: 0
|
|
(iv)
|
Shared power to dispose or to direct the disposition of: 41,463,414
|
Mr. Halvorsen, Mr. Ott and Ms. Shabet, as Executive
Committee Members of Viking Global Partners LLC, general partner of VGI and Opportunities GP have shared authority to dispose of and vote
the shares of Common Stock and Series B Preferred Shares beneficially owned by VGI and Opportunities GP. None of Mr. Halvorsen, Mr. Ott
and Ms. Shabet directly owns any shares of Common Stock.
Based on Rule 13d-3 of the Act, each may be
deemed to beneficially own the shares of Common Stock directly held by VGOP, and Series B Preferred Stock held by VGEM and VGEII.
Mr. Halvorsen, Mr. Ott and Ms. Shabet each beneficially
own 41,463,414 shares of Common Stock consisting of (1) 33,333,333 shares of Common Stock directly and beneficially owned by VGOP, and
(2) 8,130,081 Common stock underlying Series B Preferred Stock directly and beneficially owned by VGEM and VGEII.
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 Persons have 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.
|
Not applicable.
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company.
|
Not applicable.
Item 8.
|
Identification and Classification of Members of the Group.
|
Not applicable.
Item 9.
|
Notice of Dissolution of Group.
|
Not applicable.
Item 10.
|
Certification. (if filing pursuant to Rule 13d-1(c))
|
By signing below each Reporting
Person certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and not
held in connection with or as a participant in any transaction having that purpose or effect.
CUSIP No. 00187Y100
|
Page 17 of 18
|
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: January 5, 2021
|
|
By:
|
/s/ Scott M. Hendler
|
Name:
|
Scott M. Hendler on behalf of O. Andreas Halvorsen (1)
|
|
By:
|
/s/ Scott M. Hendler
|
Name:
|
Scott M. Hendler on behalf of David C. Ott (2)
|
|
By:
|
/s/ Scott M. Hendler
|
Name:
|
Scott M. Hendler on behalf of Rose S. Shabet (3)
|
(1) Scott M. Hendler is signing on behalf
of O. Andreas Halvorsen, individually and as an Executive Committee Member of VIKING GLOBAL PARTNERS LLC, on behalf of VIKING GLOBAL
INVESTORS LP, and as an Executive Committee Member of VIKING GLOBAL PERFORMANCE LLC, on behalf of itself and VIKING GLOBAL EQUITIES
II LP, VIKING GLOBAL EQUITIES MASTER LTD., and as an Executive Committee Member of VIKING
GLOBAL OPPORTUNITIES PARENT GP LLC, on behalf of itself and VIKING GLOBAL OPPORTUNITIES GP LLC and VIKING GLOBAL OPPORTUNITIES
PORTFOLIO GP LLC, and VIKING GLOBAL OPPORTUNITIES ILLIQUID INVESTMENTS SUB-MASTER LP, pursuant to an authorization and designation
letter dated February 12, 2021, which was previously filed with the Commission as an exhibit to a Form 13G filed by Mr. Halvorsen on
February 12, 2021 (SEC File No. 005-49737).
(2) Scott M. Hendler is signing on behalf
of David C. Ott, individually and as an Executive Committee Member of VIKING GLOBAL PARTNERS LLC, on behalf of VIKING GLOBAL
INVESTORS LP, and as an Executive Committee Member of VIKING GLOBAL PERFORMANCE LLC, on behalf of itself and VIKING GLOBAL EQUITIES
II LP, VIKING GLOBAL EQUITIES MASTER LTD., and as an Executive Committee Member of VIKING
GLOBAL OPPORTUNITIES PARENT GP LLC, on behalf of itself and VIKING GLOBAL OPPORTUNITIES GP LLC and VIKING GLOBAL OPPORTUNITIES
PORTFOLIO GP LLC, and VIKING GLOBAL OPPORTUNITIES ILLIQUID INVESTMENTS SUB-MASTER LP, pursuant to an authorization and designation
letter dated February 12, 2021, which was previously filed with the Commission as an exhibit to a Form 13G filed by Mr. Ott on
February 12, 2021 (SEC File No. 005-49737).
(3) Scott M. Hendler is signing on behalf
of Rose S. Shabet, individually and as an Executive Committee Member of VIKING GLOBAL PARTNERS LLC, on behalf of VIKING GLOBAL
INVESTORS LP, and as an Executive Committee Member of VIKING GLOBAL PERFORMANCE LLC, on behalf of itself and VIKING GLOBAL EQUITIES
II LP, VIKING GLOBAL EQUITIES MASTER LTD., and as an Executive Committee Member of VIKING
GLOBAL OPPORTUNITIES PARENT GP LLC, on behalf of itself and VIKING GLOBAL OPPORTUNITIES GP LLC and VIKING GLOBAL OPPORTUNITIES
PORTFOLIO GP LLC, and VIKING GLOBAL OPPORTUNITIES ILLIQUID INVESTMENTS SUB-MASTER LP, pursuant to an authorization and designation
letter dated February 12, 2021, which was previously filed with the Commission as an exhibit to a Form 13G filed by Ms. Shabet on
February 12, 2021 (SEC File No. 005-49737).
CUSIP No. 00187Y100
|
Page 18 of 18
|
EXHIBIT A - JOINT FILING AGREEMENT
This
joint filing agreement is made and entered into as of this 5th day of January, 2021, by and among Viking Global Investors
LP, Viking Global Equities Master Ltd., Viking Global Equities II LP, Viking Global Performance LLC, Viking Global Opportunities
Parent GP LLC, Viking Global Opportunities GP LLC, Viking Global Opportunities Portfolio GP LLC, Viking Global Opportunities
Illiquid Investments Sub-Master LP, O. Andreas Halvorsen, David C. Ott and Rose S. Shabet.
The parties to this Agreement
hereby agree to prepare jointly and file timely (and otherwise to deliver as appropriate) all filings on any Forms 3, 4, or 5 or Schedules
13D or 13G, and any and all amendments thereto and any other documents relating thereto (collectively, the “Filings”) as required
to be filed pursuant to the Securities Exchange Act of 1934, as amended. The parties to this Agreement further agree and covenant that
each will fully cooperate with such other parties in the preparation, timely filing, and delivery of all such Filings.
IN WITNESS WHEREOF, the
parties hereto have executed this agreement as of the date first set forth above.
Dated: January 5, 2021
|
|
By:
|
/s/ Scott M. Hendler
|
Name:
|
Scott M. Hendler on behalf of O. Andreas Halvorsen (1)
|
|
By:
|
/s/ Scott M. Hendler
|
Name:
|
Scott M. Hendler on behalf of David C. Ott (2)
|
|
By:
|
/s/ Scott M. Hendler
|
Name:
|
Scott M. Hendler on behalf of Rose S. Shabet (3)
|
(1) Scott M. Hendler is signing on behalf
of O. Andreas Halvorsen, individually and as an Executive Committee Member of VIKING GLOBAL PARTNERS LLC, on behalf of VIKING GLOBAL
INVESTORS LP, and as an Executive Committee Member of VIKING GLOBAL PERFORMANCE LLC, on behalf
of itself and VIKING GLOBAL EQUITIES II LP, VIKING GLOBAL EQUITIES MASTER LTD., and as
an Executive Committee Member of VIKING GLOBAL OPPORTUNITIES PARENT GP LLC, on behalf of itself and VIKING GLOBAL
OPPORTUNITIES GP LLC and VIKING GLOBAL OPPORTUNITIES PORTFOLIO GP LLC, and VIKING GLOBAL OPPORTUNITIES ILLIQUID INVESTMENTS
SUB-MASTER LP, pursuant to an authorization and designation letter dated February 12, 2021, which was previously filed with the
Commission as an exhibit to a Form 13G filed by Mr. Halvorsen on February 12, 2021 (SEC File No. 005-49737).
(2) Scott M. Hendler is signing on behalf
of David C. Ott, individually and as an Executive Committee Member of VIKING GLOBAL PARTNERS LLC, on behalf of VIKING GLOBAL
INVESTORS LP, and as an Executive Committee Member of VIKING GLOBAL PERFORMANCE LLC, on behalf of itself and VIKING GLOBAL EQUITIES
II LP, VIKING GLOBAL EQUITIES MASTER LTD., and as an Executive Committee Member of VIKING
GLOBAL OPPORTUNITIES PARENT GP LLC, on behalf of itself and VIKING GLOBAL OPPORTUNITIES GP LLC and VIKING GLOBAL OPPORTUNITIES
PORTFOLIO GP LLC, and VIKING GLOBAL OPPORTUNITIES ILLIQUID INVESTMENTS SUB-MASTER LP, pursuant to an authorization and designation
letter dated February 12, 2021, which was previously filed with the Commission as an exhibit to a Form 13G filed by Mr. Ott on
February 12, 2021 (SEC File No. 005-49737).
(3) Scott M. Hendler is signing on behalf
of Rose S. Shabet, individually and as an Executive Committee Member of VIKING GLOBAL PARTNERS LLC, on behalf of VIKING GLOBAL
INVESTORS LP, and as an Executive Committee Member of VIKING GLOBAL PERFORMANCE LLC, on behalf of itself and VIKING GLOBAL EQUITIES
II LP, VIKING GLOBAL EQUITIES MASTER LTD., and as an Executive Committee Member of VIKING
GLOBAL OPPORTUNITIES PARENT GP LLC, on behalf of itself and VIKING GLOBAL OPPORTUNITIES GP LLC and VIKING GLOBAL OPPORTUNITIES
PORTFOLIO GP LLC, and VIKING GLOBAL OPPORTUNITIES ILLIQUID INVESTMENTS SUB-MASTER LP, pursuant to an authorization and designation
letter dated February 12, 2021, which was previously filed with the Commission as an exhibit to a Form 13G filed by Ms. Shabet on
February 12, 2021 (SEC File No. 005-49737).