Form SC 13G/A - Statement of Beneficial Ownership by Certain Investors: [Amend]
12 Noviembre 2024 - 3:30PM
Edgar (US Regulatory)
UNITED
STATES
Securities
and Exchange Commission
Washington,
D.C. 20549
Schedule
13G
(Rule
13d-102)
Information
to be Included in Statements Filed Pursuant
to
§ 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant
to § 240.13d-2
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment
No. 2)*
Compass, Inc.
(Name
of Issuer)
Class
A Common Stock
(Title
of Class of Securities)
20464U100
(CUSIP
Number)
September
30, 2024
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐
Rule 13d-1(b)
☐
Rule 13d-1(c)
☒
Rule 13d-1(d)
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover
page.
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No. 20464U100 |
Schedule
13G |
Page
2 of 9 |
1 |
Names
of Reporting Persons
SB Investment Advisers (UK) Limited |
2 |
Check
the Appropriate Box if a Member of a Group
(a)
☐ (b) ☐ |
3 |
SEC Use Only
|
4 |
Citizenship
or Place of Organization
England and Wales |
Number of Shares
Beneficially Owned
by Each Reporting
Person With |
5 |
Sole
Voting Power
0 |
6 |
Shared
Voting Power
68,070,273 |
7 |
Sole
Dispositive Power
0 |
8 |
Shared
Dispositive Power
68,070,273 |
9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
68,070,273 |
10 |
Check if the
Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable |
11 |
Percent
of Class Represented by Amount in Row 9
13.5% |
12 |
Type of Reporting
Person
CO |
CUSIP No. 20464U100 |
Schedule 13G |
Page 3 of 9 |
1 |
Names
of Reporting Persons
SoftBank Vision Fund (AIV M1) L.P. |
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
68,070,273 |
7 |
Sole
Dispositive Power
0 |
8 |
Shared
Dispositive Power
68,070,273 |
9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
68,070,273 |
10 |
Check if the
Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable |
11 |
Percent
of Class Represented by Amount in Row 9
13.5% |
12 |
Type of Reporting
Person
PN |
CUSIP No. 20464U100 |
Schedule 13G |
Page 4 of 9 |
1 |
Names
of Reporting Persons
SVF Endurance (Cayman) Limited |
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
68,070,273 |
7 |
Sole
Dispositive Power
0 |
8 |
Shared
Dispositive Power
68,070,273 |
9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
68,070,273 |
10 |
Check if the
Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable |
11 |
Percent
of Class Represented by Amount in Row 9
13.5% |
12 |
Type of Reporting
Person
CO |
CUSIP No. 20464U100 |
Schedule 13G |
Page 5 of 9 |
1 |
Names
of Reporting Persons
SVF Excalibur (Cayman) Limited |
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
68,070,273 |
7 |
Sole
Dispositive Power
0 |
8 |
Shared
Dispositive Power
68,070,273 |
9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
68,070,273 |
10 |
Check if the
Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable |
11 |
Percent
of Class Represented by Amount in Row 9
13.5% |
12 |
Type of Reporting
Person
CO |
CUSIP No. 20464U100 |
Schedule 13G |
Page 6 of 9 |
ITEM
1. |
(a) |
Name of Issuer: |
Compass,
Inc. (the “Issuer”).
|
(b) |
Address of Issuer’s
Principal Executive Offices: |
110
Fifth Avenue, 4th Floor, New York, New York
10011
ITEM
2. |
(a) |
Name of Person
Filing: |
Each
of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting
Persons.” This statement is filed on behalf of:
SB Investment Advisers (UK) Limited (“SBIA
UK”)
SoftBank
Vision Fund (AIV M1) L.P. (“AIV M1”)
SVF Endurance
(Cayman) Limited
SVF Excalibur (Cayman) Limited
|
(b) |
Address or Principal
Business Office: |
The
principal business address for SBIA UK is 69 Grosvenor Street, London, W1K 3JP, United Kingdom. The principal business address for AIV
M1 is 251 Little Falls Drive, Wilmington, Delaware 19808. The principal business address for each of SVF Excalibur (Cayman) Limited and
SVF Endurance (Cayman) Limited is c/o Walkers Corporate Limited, 190 Elgin Avenue, George Town, Grand Cayman, KY1-9008, Cayman Islands.
|
(c) |
Citizenship of
each Reporting Person is: |
SBIA UK is organized under the laws of England
and Wales. AIV M1 is organized under the laws of the State of Delaware. Each of SVF Excalibur (Cayman) Limited and SVF Endurance (Cayman)
Limited is organized under the laws of the Cayman Islands.
|
(d) |
Title of Class of Securities: |
Class A Common Stock, $0.00001 par value per
share (“Class A Common Stock”).
20464U100
CUSIP No. 20464U100 |
Schedule 13G |
Page 7 of 9 |
The
ownership information presented below represents beneficial ownership of Class A Common Stock of the Issuer as of September 30, 2024,
based upon 510,307,191 shares of Class A Common Stock outstanding as of October 28, 2024, based on the Issuer’s
Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 1,2024.
Reporting
Person | |
Amount beneficially owned | | |
Percent of
class: | | |
Sole
power to vote or to direct the vote: | | |
Shared
power to vote or to direct the vote: | | |
Sole
power to dispose or to direct the disposition of: | | |
Shared power
to dispose
or to
direct the disposition
of: | |
SB Investment
Advisers (UK) Limited | |
| 68,070,273 | | |
| 13.5 | % | |
| 0 | | |
| 68,070,273 | | |
| 0 | | |
| 68,070,273 | |
SoftBank Vision Fund (AIV
M1) L.P. | |
| 68,070,273 | | |
| 13.5 | % | |
| 0 | | |
| 68,070,273 | | |
| 0 | | |
| 68,070,273 | |
SVF Endurance (Cayman) Limited | |
| 68,070,273 | | |
| 13.5 | % | |
| 0 | | |
| 68,070,273 | | |
| 0 | | |
| 68,070,273 | |
SVF Excalibur (Cayman) Limited | |
| 68,070,273 | | |
| 13.5 | % | |
| 0 | | |
| 68,070,273 | | |
| 0 | | |
| 68,070,273 | |
SVF
Excalibur (Cayman) Limited is the record holder of the securities reported herein. SVF Excalibur (Cayman) Limited is a wholly owned subsidiary of SVF Endurance (Cayman) Limited, which is a wholly owned subsidiary of AIV M1.
SBIA
UK has been appointed as alternative investment fund manager (“AIFM”) of AIV M1. SBIA UK is authorized
and regulated by the UK Financial Conduct Authority and is exclusively responsible for making all decisions related to the acquisition,
structuring, financing and disposal of AIV M1’s investments. As a result of these relationships, each of the
Reporting Persons may be deemed to share beneficial ownership of the securities reported herein.
ITEM
5. |
Ownership of
Five Percent or Less of a Class. |
|
|
|
Not applicable. |
|
|
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. |
|
|
|
Not applicable. |
CUSIP No. 20464U100 |
Schedule 13G |
Page 8 of 9 |
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.
Date:
November 12, 2024
|
SB
Investment Advisers (UK) Limited |
|
|
|
|
By: |
/s/
Amanda Sanchez-Barry |
|
Name: |
Amanda
Sanchez-Barry |
|
Title: |
General
Counsel |
|
|
|
|
SoftBank
Vision Fund (AIV M1) L.P. |
|
|
|
By: |
SB
Investment Advisers (UK) Limited, its manager |
|
|
|
|
By: |
/s/
Amanda Sanchez-Barry |
|
Name: |
Amanda
Sanchez-Barry |
|
Title: |
General
Counsel |
|
|
|
|
SVF
Endurance (Cayman) Limited |
|
|
|
|
By: |
/s/
Karen Ellerbe |
|
Name: |
Karen
Ellerbe |
|
Title: |
Director |
|
|
|
|
SVF
Excalibur (Cayman) Limited |
|
|
|
|
By: |
/s/
Karen Ellerbe |
|
Name: |
Karen
Ellerbe |
|
Title: |
Director |
CUSIP No. 20464U100 |
Schedule 13G |
Page 9 of 9 |
LIST
OF EXHIBITS
Compass (NYSE:COMP)
Gráfica de Acción Histórica
De Nov 2024 a Dic 2024
Compass (NYSE:COMP)
Gráfica de Acción Histórica
De Dic 2023 a Dic 2024