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 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, as
amended (“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. 46222L108
1. |
Name of Reporting Person
GV 2016, L.P.
|
2. |
Check the Appropriate Box if a Member of a Group (see
instructions)
(a) ¨
(b) x |
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
0
|
7. |
Sole Dispositive Power
0
|
8. |
Shared Dispositive Power
0
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting
Person
0
|
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨
|
|
|
|
|
11. |
Percent of Class Represented by Amount in Row 9
0.0% (1)
|
12. |
Type of Reporting Person (see instructions)
PN
|
| 1. | Calculated
in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Securities Exchange Act of
1934 (the “Exchange Act”) and based on an aggregate total
of 197,671,494 shares of the Common Stock of IonQ, Inc. (the “Issuer”)
outstanding as of March 15, 2022, as reported by the Issuer in Amendment Number 1 to
its Annual Report for the period ended December 31, 2021, filed on Form 10-K/A (Amendment
No. 1) with the Securities and Exchange Commission (the “SEC”)
on March 29, 2022. |
Page 3 of 18
CUSIP No. 46222L108
1. |
Name of Reporting Person
GV 2016 GP, L.P.
|
2. |
Check the Appropriate Box if a Member of a Group (see
instructions)
(a) ¨
(b) x |
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
0
|
7. |
Sole Dispositive Power
0
|
8. |
Shared Dispositive Power
0
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting
Person
0
|
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨
|
|
|
|
|
11. |
Percent of Class Represented by Amount in Row 9
0.0% (1)
|
12. |
Type of Reporting Person (see instructions)
PN
|
| 1. | Calculated
in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act and based on
an aggregate total of 197,671,494 shares of the Issuer’s Common Stock outstanding as
of March 15, 2022, as reported by the Issuer in Amendment Number 1 to its Annual Report
for the period ended December 31, 2021, filed on Form 10-K/A (Amendment No. 1)
with the SEC on March 29, 2022. |
Page 4 of 18
CUSIP No. 46222L108
1. |
Name of Reporting Person
GV 2016 GP, L.L.C.
|
2. |
Check the Appropriate Box if a Member of a Group (see
instructions)
(a) ¨
(b) x |
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
0
|
7. |
Sole Dispositive Power
0
|
8. |
Shared Dispositive Power
0
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting
Person
0
|
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨
|
|
|
|
|
11. |
Percent of Class Represented by Amount in Row 9
0.0% (1)
|
12. |
Type of Reporting Person (see instructions)
OO |
| 1. | Calculated
in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act and based on
an aggregate total of 197,671,494 shares of the Issuer’s Common Stock outstanding as
of March 15, 2022, as reported by the Issuer in Amendment Number 1 to its Annual Report
for the period ended December 31, 2021, filed on Form 10-K/A (Amendment No. 1)
with the SEC on March 29, 2022. |
Page 5 of 18
CUSIP No. 46222L108
1. |
Name of Reporting Person
GV 2019, L.P.
|
2. |
Check the Appropriate Box if a Member of a Group (see
instructions)
(a) ¨
(b) x |
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
4,556,532 (1)
|
6. |
Shared Voting Power
See response to row 5.
|
7. |
Sole Dispositive Power
4,556,532 (1)
|
8. |
Shared Dispositive Power
See response to row 7.
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting
Person
4,556,532
|
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨
|
|
|
|
|
11. |
Percent of Class Represented by Amount in Row 9
2.3% (2)
|
12. |
Type of Reporting Person (see instructions)
PN |
| 1. | Consists
of 4,556,532 shares of the Issuer’s Common Stock held directly by GV 2019, L.P. GV
2019 GP, L.P. (the general partner of GV 2019, L.P.), GV 2019 GP, L.L.C. (the general partner
of GV 2019 GP, L.P.), Alphabet Holdings LLC (the sole member of GV 2019 GP, L.L.C.), XXVI
Holdings Inc. (the sole member of Alphabet Holdings LLC), and Alphabet Inc. (the controlling
stockholder of XXVI Holdings Inc.) may each be deemed to have sole power to vote or dispose
of the shares held directly by GV 2019, L.P. |
| 2. | Calculated
in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act and based on
an aggregate total of 197,671,494 shares of the Issuer’s Common Stock outstanding as
of March 15, 2022, as reported by the Issuer in Amendment Number 1 to its Annual Report
for the period ended December 31, 2021, filed on Form 10-K/A (Amendment No. 1)
with the SEC on March 29, 2022. |
Page 6 of 18
CUSIP No. 46222L108
1. |
Name of Reporting Person
GV 2019 GP, L.P.
|
2. |
Check the Appropriate Box if a Member of a Group (see
instructions)
(a) ¨
(b) x |
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
4,556,532 (1)
|
6. |
Shared Voting Power
See response to row 5.
|
7. |
Sole Dispositive Power
4,556,532 (1)
|
8. |
Shared Dispositive Power
See response to row 7.
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting
Person
4,556,532
|
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨
|
|
|
|
|
11. |
Percent of Class Represented by Amount in Row 9
2.3% (2)
|
12. |
Type of Reporting Person (see instructions)
PN |
| 1. | Consists
of 4,556,532 shares of the Issuer’s Common Stock held directly by GV 2019, L.P. GV
2019 GP, L.P. (the general partner of GV 2019, L.P.), GV 2019 GP, L.L.C. (the general partner
of GV 2019 GP, L.P.), Alphabet Holdings LLC (the sole member of GV 2019 GP, L.L.C.), XXVI
Holdings Inc. (the sole member of Alphabet Holdings LLC), and Alphabet Inc. (the controlling
stockholder of XXVI Holdings Inc.) may each be deemed to have sole power to vote or dispose
of the shares held directly by GV 2019, L.P. |
| 2. | Calculated
in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act and based on
an aggregate total of 197,671,494 shares of the Issuer’s Common Stock outstanding as
of March 15, 2022, as reported by the Issuer in Amendment Number 1 to its Annual Report
for the period ended December 31, 2021, filed on Form 10-K/A (Amendment No. 1)
with the SEC on March 29, 2022. |
Page 7 of 18
CUSIP No. 46222L108
1. |
Name of Reporting Person
GV 2019 GP, L.L.C.
|
2. |
Check the Appropriate Box if a Member of a Group (see
instructions)
(a) ¨
(b) x |
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
4,556,532 (1)
|
6. |
Shared Voting Power
See response in row 5.
|
7. |
Sole Dispositive Power
4,556,532 (1)
|
8. |
Shared Dispositive Power
See response
in row 7.
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting
Person
4,556,532
|
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨
|
|
|
|
|
11. |
Percent of Class Represented by Amount in Row 9
2.3% (2)
|
12. |
Type of Reporting Person (see instructions)
OO |
| 1. | Consists
of 4,556,532 shares of the Issuer’s Common Stock held directly by GV 2019, L.P. GV
2019 GP, L.P. (the general partner of GV 2019, L.P.), GV 2019 GP, L.L.C. (the general partner
of GV 2019 GP, L.P.), Alphabet Holdings LLC (the sole member of GV 2019 GP, L.L.C.), XXVI
Holdings Inc. (the sole member of Alphabet Holdings LLC), and Alphabet Inc. (the controlling
stockholder of XXVI Holdings Inc.) may each be deemed to have sole power to vote or dispose
of the shares held directly by GV 2019, L.P. |
| 2. | Calculated
in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act and based on
an aggregate total of 197,671,494 shares of the Issuer’s Common Stock outstanding as
of March 15, 2022, as reported by the Issuer in Amendment Number 1 to its Annual Report
for the period ended December 31, 2021, filed on Form 10-K/A (Amendment No. 1)
with the SEC on March 29, 2022. |
Page 8 of 18
CUSIP No. 46222L108
1. |
Name of Reporting Person
Alphabet Holdings
LLC
|
2. |
Check the Appropriate Box if a Member of a Group (see
instructions)
(a) ¨
(b) x |
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
4,556,532 (1)
|
6. |
Shared Voting Power
See response
to row 5.
|
7. |
Sole Dispositive Power
4,556,532 (1)
|
8. |
Shared Dispositive Power
See response
to row 7.
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting
Person
4,556,532
|
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨
|
|
|
|
|
11. |
Percent of Class Represented by Amount in Row 9
2.3% (2)
|
12. |
Type of Reporting Person (see instructions)
OO |
| 1. | Consists
of 4,556,532 shares of the Issuer’s Common Stock held directly by GV 2019, L.P. GV
2019 GP, L.P. (the general partner of GV 2019, L.P.), GV 2019 GP, L.L.C. (the general partner
of GV 2019 GP, L.P.), Alphabet Holdings LLC (the sole member of GV 2019 GP, L.L.C.), XXVI
Holdings Inc. (the sole member of Alphabet Holdings LLC), and Alphabet Inc. (the controlling
stockholder of XXVI Holdings Inc.) may each be deemed to have sole power to vote or dispose
of the shares held directly by GV 2019, L.P. |
| 2. | Calculated
in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act and based on
an aggregate total of 197,671,494 shares of the Issuer’s Common Stock outstanding as
of March 15, 2022, as reported by the Issuer in Amendment Number 1 to its Annual Report
for the period ended December 31, 2021, filed on Form 10-K/A (Amendment No. 1)
with the SEC on March 29, 2022. |
Page 9 of 18
CUSIP No. 46222L108
1. |
Name of Reporting Person
XXVI Holdings
Inc.
|
2. |
Check the Appropriate Box if a Member of a Group (see
instructions)
(a) ¨
(b) x |
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
4,556,532 (1)
|
6. |
Shared Voting Power
See response
to row 5.
|
7. |
Sole Dispositive Power
4,556,532 (1)
|
8. |
Shared Dispositive Power
See response
to row 7.
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting
Person
4,556,532
|
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨
|
|
|
|
|
11. |
Percent of Class Represented by Amount in Row 9
2.3% (2)
|
12. |
Type of Reporting Person (see instructions)
CO |
| 1. | Consists
of 4,556,532 shares of the Issuer’s Common Stock held directly by GV 2019, L.P. GV
2019 GP, L.P. (the general partner of GV 2019, L.P.), GV 2019 GP, L.L.C. (the general partner
of GV 2019 GP, L.P.), Alphabet Holdings LLC (the sole member of GV 2019 GP, L.L.C.), XXVI
Holdings Inc. (the sole member of Alphabet Holdings LLC), and Alphabet Inc. (the controlling
stockholder of XXVI Holdings Inc.) may each be deemed to have sole power to vote or dispose
of the shares held directly by GV 2019, L.P. |
| 2. | Calculated
in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act and based on
an aggregate total of 197,671,494 shares of the Issuer’s Common Stock outstanding as
of March 15, 2022, as reported by the Issuer in Amendment Number 1 to its Annual Report
for the period ended December 31, 2021, filed on Form 10-K/A (Amendment No. 1)
with the SEC on March 29, 2022. |
Page 10 of 18
CUSIP No. 46222L108
1. |
Name of Reporting Person
Alphabet Inc.
|
2. |
Check the Appropriate Box if a Member of a Group (see
instructions)
(a) ¨
(b) x |
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
4,556,532 (1)
|
6. |
Shared Voting Power
See response
to row 5.
|
7. |
Sole Dispositive Power
4,556,532 (1)
|
8. |
Shared Dispositive Power
See response
to row 7.
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting
Person
4,556,532
|
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨
|
|
|
|
|
11. |
Percent of Class Represented by Amount in Row 9
2.3% (2)
|
12. |
Type of Reporting Person (see instructions)
CO, HC |
| 1. | Consists
of 4,556,532 shares of the Issuer’s Common Stock held directly by GV 2019, L.P. GV
2019 GP, L.P. (the general partner of GV 2019, L.P.), GV 2019 GP, L.L.C. (the general partner
of GV 2019 GP, L.P.), Alphabet Holdings LLC (the sole member of GV 2019 GP, L.L.C.), XXVI
Holdings Inc. (the sole member of Alphabet Holdings LLC), and Alphabet Inc. (the controlling
stockholder of XXVI Holdings Inc.) may each be deemed to have sole power to vote or dispose
of the shares held directly by GV 2019, L.P. |
| 2. | Calculated
in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act and based on
an aggregate total of 197,671,494 shares of the Issuer’s Common Stock outstanding as
of March 15, 2022, as reported by the Issuer in Amendment Number 1 to its Annual Report
for the period ended December 31, 2021, filed on Form 10-K/A (Amendment No. 1)
with the SEC on March 29, 2022. |
Page 11 of 18
CUSIP No. 46222L108
This Amendment No. 2 (this
“Amendment”) amends the Statement on Schedule 13G initially filed by the Reporting Persons (as defined in Item
2(a) below) on October 12, 2021 with the Securities and Exchange Commission (the “SEC”),
and as amended on February 14, 2022 (collectively, the “Statement”). This Amendment amends the Statement as
set forth herein.
Item
1(a) |
|
Name of Issuer. |
|
|
|
|
|
IonQ, Inc. |
|
|
|
Item
1(b) |
|
Address of Issuer’s Principal Executive Offices. |
|
|
|
|
|
405 Campus Drive College Park, MD 20740 |
|
|
|
Item
2(a) |
|
Name
of Person Filing. |
|
|
|
|
|
GV 2016, L.P., a Delaware limited partnership
(“GV 2016”)
GV 2016 GP, L.P., a Delaware limited partnership (“2016 GP”)
GV 2016 GP, L.L.C., a Delaware limited liability company (“2016 LLC”)
GV 2019, L.P., a Delaware limited partnership (“GV 2019”)
GV 2019 GP, L.P., a Delaware limited partnership (“2019 GP”)
GV 2019 GP, L.L.C., a Delaware limited liability company (“2019 LLC”)
Alphabet Holdings LLC, a Delaware limited liability company (“Alphabet LLC”)
XXVI Holdings Inc., a Delaware corporation (“XXVI”)
Alphabet Inc., a Delaware corporation (“Parent” and, together with GV
2016, 2016 GP, 2016 LLC, GV 2019, 2019 GP, 2019 LLC, Alphabet LLC, and XXVI, the “Reporting Persons”)
|
|
|
|
Item
2(b) |
|
Address of Principal Business Office or, if none, Residence. |
|
|
|
|
|
The address of the principal business office of each of the Reporting Persons is: |
|
|
|
|
|
1600 Amphitheatre Parkway, Mountain View, CA 94043 |
|
|
|
Item
2(c) |
|
Citizenship. |
|
|
|
|
|
Each
of the Reporting Persons is formed, organized or incorporated, as applicable, in the State of Delaware. |
|
|
|
Item
2(d) |
|
Title of Class of Securities. |
|
|
|
|
|
Common Stock, par value $0.0001 per share |
Page 12 of 18
CUSIP No. 46222L108
Item 2(e) |
|
CUSIP Number. |
|
|
|
|
|
46222L108 |
|
|
|
Item
3 |
|
If
this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: |
|
|
|
|
(a) |
o Broker
or dealer registered under Section 15 of the Act (15 U.S.C. 78o); |
|
(b) |
o Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
|
(c) |
o Insurance
company as defined in section 3(a)19) of the Act (15 U.S.C. 78c); |
|
(d) |
o Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
|
(e) |
o An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
|
(f) |
o An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
|
(g) |
o A
parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
|
(h) |
o A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
|
(i) |
o A
church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940
(15 U.S.C. 80a-3); |
|
(j) |
o A
non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J); |
|
(k) |
o Group,
in accordance with §240.13d–1(b)(1)(ii)(K). |
|
|
If filing as a non-U.S. institution in accordance
with §240.13d–1(b)(1)(ii)(J), please specify the type of institution:________________________________. |
Provide the following information regarding the aggregate
number and percentage of the class of securities of the Issuer identified in Item 1.
| (a) | Amount
Beneficially Owned: |
As of April 20, 2022 (the “Event
Date”), the date as of which the Reporting Persons became subject to the requirement to file this Amendment pursuant to
Rule 13d-2(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), the Reporting Persons may be
deemed to beneficially own an aggregate 4,556,532 shares of the Issuer’s Common Stock.
As of the Event Date, GV 2016
is the direct beneficial owner of none of the securities described in the preceding paragraph. 2016 GP is the general partner of GV 2016,
and 2016 LLC is the sole managing member of 2016 GP. As such, 2016 GP and 2016 LLC may be deemed to have sole voting and investment discretion
over securities directly beneficially owned by GV 2016 for purposes of Section 13(d) of the Exchange Act.
As of the Event Date, GV 2019
is the direct beneficial owner of all of the 4,556,532 shares of the Issuer’s Common
Stock described in the first paragraph of this Item 4(a). 2019 GP is the general partner of GV 2019, and 2019 LLC
is the sole managing member of 2019 GP. As such, 2019 GP and 2019 LLC may be deemed to have sole voting and investment discretion over
the Issuer’s securities directly beneficially owned by GV 2019 for purposes of Section 13(d) of the Exchange Act.
Page 13 of 18
CUSIP No. 46222L108
Additionally, as of the Event Date:
(i) Alphabet LLC is the sole managing member of both 2016 LLC and 2019 LLC; (ii) XXVI is the sole managing member of Alphabet
LLC; and (iii) Parent is the sole controlling stockholder of XXVI. As such, for purposes of Section 13(d) of the Exchange Act, each
of Alphabet LLC, XXVI, and Parent may be deemed to have sole voting and investment discretion over all of the Issuer’s securities
directly or indirectly beneficially owned by each of the other Reporting Persons, comprising an aggregate total of 4,556,532
shares of the Issuer’s Common Stock.
Notwithstanding, neither the filing
of the Statement nor this Amendment shall be construed as an admission that: (i) GV 2016, 2016 GP and 2016 LLC, on the one hand,
or (ii) GV 2019, 2019 GP and 2019 LLC, on the other hand, is or has been, for purposes of Sections 13(d) or 13(g) of the Exchange
Act, the direct or indirect beneficial owner of any shares of the Issuer’s securities reported herein as beneficially owned by
the other. Furthermore, each Reporting Person expressly disclaims beneficial ownership of the securities described herein, except to
the extent of its pecuniary interest, if any.
As of the Event Date, the Reporting
Persons were deemed to directly or indirectly beneficially own an aggregate 2.3% of the Issuer’s outstanding Common Stock. Of that
percentage, beneficial ownership was attributable as follows: (i) 0.0%, directly to GV 2016 and indirectly to each of 2016 GP
and 2016 LLC; and (ii) 2.3%, directly to GV 2019 and indirectly to each of 2019 GP, 2019 LLC, Alphabet LLC, XXVI,
and Parent.
| (c) | Number
of shares as to which the person has: |
i. Sole
power to vote or to direct the vote:
Reporting Person | |
Number of Shares | |
GV
2016 | |
0 | |
2016 GP | |
0 | |
2016 LLC | |
0 | |
GV 2019 | |
4,556,532* | |
2019 GP | |
4,556,532* | |
2019 LLC | |
4,556,532* | |
Alphabet LLC | |
4,556,532* | |
XXVI | |
4,556,532* | |
Parent | |
4,556,532* | |
*Each Reporting Person disclaims beneficial ownership of
the securities described herein, except to the extent of its pecuniary interest.
ii.
Shared power to vote or to direct the vote:
Reporting Person | |
Number of Shares | |
GV
2016 | |
0 | |
2016 GP | |
0 | |
2016 LLC | |
0 | |
GV 2019 | |
0 | |
2019 GP | |
0 | |
2019 LLC | |
0 | |
Alphabet LLC | |
0 | |
XXVI | |
0 | |
Parent | |
0 | |
Page 14 of 18
CUSIP No. 46222L108
iii.
Sole power to dispose or to direct the disposition of:
Reporting Person | |
Number of Shares | |
GV
2016 | |
0 | |
2016 GP | |
0 | |
2016 LLC | |
0 | |
GV 2019 | |
4,556,532* | |
2019 GP | |
4,556,532* | |
2019 LLC | |
4,556,532* | |
Alphabet LLC | |
4,556,532* | |
XXVI | |
4,556,532* | |
Parent | |
4,556,532* | |
*Each Reporting Person disclaims beneficial ownership of
the securities described herein, except to the extent of its pecuniary interest.
iv. Shared
power to dispose or to direct the disposition of:
Reporting Person | |
Number of Shares | |
GV
2016 | |
0 | |
2016 GP | |
0 | |
2016 LLC | |
0 | |
GV 2019 | |
0 | |
2019 GP | |
0 | |
2019 LLC | |
0 | |
Alphabet LLC | |
0 | |
XXVI | |
0 | |
Parent | |
0 | |
Page 15 of 18
CUSIP No. 46222L108
Item 5. | Ownership of 5 Percent or Less of a Class. |
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner
of more than 5 percent of the class of securities, check the following x.
Item 6. | Ownership of More than 5 Percent on Behalf of Another Person. |
Under
certain circumstances described more specifically in the respective: (i) limited partnership agreements of GV 2016, 2016 GP, GV
2019, and 2019 GP and (ii) limited liability company agreements of 2016 LLC and 2019 LLC, the general and limited partners or members,
as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or proceeds from the sale of,
shares of the Issuer’s Common Stock owned by each such entity of which it is a general partner, limited partner, or member.
Item 7. | Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
Item
7 is not applicable.
Item 8. | Identification and Classification of Members of the Group. |
Item
8 is not applicable.
Item 9. | Notice of Dissolution of a Group. |
Item
9 is not applicable.
By signing below I certify
that, to the best of my 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 are not held in connection
with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination
under § 240.141-11.
Page 16 of 18
CUSIP No. 46222L108
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.
GV 2016, L.P. |
|
GV 2019, L.P. |
|
|
|
|
By: GV 2016 GP, L.P., its General
Partner |
|
|
By: GV 2019 GP, L.P., its General
Partner |
|
By: GV 2016 GP, L.L.C., its General Partner |
|
|
By: GV 2019 GP, L.L.C., its General Partner |
|
By: Alphabet Holdings LLC, its Sole Member |
|
|
By: Alphabet Holdings LLC, its Sole Member |
|
By: |
/s/ Kathryn W. Hall |
|
|
By: |
/s/ Kathryn W. Hall |
|
Name: |
Kathryn W. Hall |
|
|
Name: |
Kathryn W. Hall |
|
Title: |
Secretary |
|
|
Title: |
Secretary |
|
Date: |
April 22, 2022 |
|
|
Date: |
April 22, 2022 |
GV 2016 GP, L.P. |
|
GV 2019 GP, L.P. |
|
|
|
|
By: GV 2016 GP, L.L.C., its General
Partner |
|
|
By: GV 2019 GP, L.L.C., its General
Partner |
|
By: Alphabet Holdings LLC, its Sole Member |
|
|
By: Alphabet Holdings LLC, its Sole Member |
|
By: |
/s/ Kathryn W. Hall |
|
|
By: |
/s/ Kathryn W. Hall |
|
Name: |
Kathryn W. Hall |
|
|
Name: |
Kathryn W. Hall |
|
Title: |
Secretary |
|
|
Title: |
Secretary |
|
Date: |
April 22, 2022 |
|
|
Date: |
April 22, 2022 |
GV 2016 GP, L.L.C. |
|
GV 2019 GP, L.L.C. |
|
|
|
|
By: Alphabet Holdings LLC, its Sole
Member |
|
|
By: Alphabet Holdings LLC, its Sole
Member |
|
By: |
/s/ Kathryn W. Hall |
|
|
By: |
/s/ Kathryn W. Hall |
|
Name: |
Kathryn W. Hall |
|
|
Name: |
Kathryn W. Hall |
|
Title: |
Secretary |
|
|
Title: |
Secretary |
|
Date: |
April 22, 2022 |
|
|
Date: |
April 22, 2022 |
Page 17 of 18
CUSIP No. 46222L108
ALPHABET HOLDINGS LLC |
|
XXVI HOLDINGS INC. |
|
|
|
By: |
/s/ Kathryn W. Hall |
|
By: |
/s/ Kathryn W. Hall |
Name: |
Kathryn W. Hall |
|
Name: |
Kathryn W. Hall |
Title: |
Secretary |
|
Title: |
Assistant Secretary |
Date: |
April 22, 2022 |
|
Date: |
April 22, 2022 |
|
|
|
ALPHABET INC. |
|
|
|
|
|
By: |
/s/ Kathryn W. Hall |
|
|
Name: |
Kathryn W. Hall |
|
|
Title: |
Assistant Secretary |
|
|
Date: |
April 22, 2022 |
|
|
Page 18 of 18
CUSIP No. 46222L108
Exhibit Index