Canada
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30-0830605
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(State or Other Jurisdiction of
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(I.R.S. Employer
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Incorporation or Organization)
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Identification No.)
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Large accelerated filer ☒
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Accelerated filer ☐
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Non-accelerated filer ☐
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Smaller reporting company ☐
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Emerging growth company ☐
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CALCULATION OF REGISTRATION FEE
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||||
Title of Securities to be Registered
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Amount
to be
Registered(1)
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Proposed
Maximum
Offering Price
Per Share
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Proposed Maximum
Aggregate Offering
Price
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Amount of
Registration Fee
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Class A subordinate voting shares(2)
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88,665(2)
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$32.81(3)
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$2,909,181(3)
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$378
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(1) |
Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the number of Class A subordinate voting shares being registered hereby shall be adjusted to include any additional Class A subordinate voting
shares that may become issuable as a result of stock splits, stock dividends, recapitalizations or any other similar transactions effected without the receipt of consideration that results in an increase in the number of the Registrant’s
outstanding Class A subordinate voting shares.
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(2) |
Represents shares subject to issuance upon the exercise of stock options outstanding under the 6 River Systems, Inc. Second Amended and Restated 2016 Stock Option and Grant Plan and assumed by the Registrant on October 17, 2019,
pursuant to an Agreement and Plan of Merger dated as of September 9, 2019 (the “Merger Agreement”), by and among the Registrant, Shopify Holdings (USA) Inc., Keymaker Merger Corporation, 6 River Systems, Inc. and the Securityholders’
Representative.
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(3) |
Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) under the Securities Act. The price per share and aggregate offering price are based upon the weighted average exercise price
per share of the outstanding stock options under the 6 River Systems, Inc. Second Amended and Restated 2016 Stock Option and Grant Plan.
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(a) |
The Registrant’s Annual Report on Form 40-F for the fiscal year ended December 31, 2018, filed with the Commission on February 12,
2019;
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(b) |
Exhibit 99.1 to the Registrant’s Report on Form 6-K furnished to the Commission on April 17, 2019 (first report furnished on this date);
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(c) |
Exhibit 99.1 and Exhibit
99.2 to the Registrant’s Report on Form 6-K furnished to the Commission on April 30, 2019 (second report furnished on
this date);
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(d) |
Exhibit 99.1 and Exhibit
99.2 to the Registrant’s Report on Form 6-K furnished to the Commission on August 1, 2019 (second report furnished on
this date); and
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(e) |
The description of the Registrant’s Class A subordinate voting shares contained in the Registrant’s Registration Statement on Form 8-A
(File No. 001-37400) filed with the Commission on May 19, 2015, including any amendments or reports filed for the purpose of updating such description.
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● |
acted honestly and in good faith with a view to the Registrant’s best interests, or the best interests of the other entity for which the individual acted as director or officer or in a similar capacity at the Registrant’s request; and
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● |
in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that his or her conduct was lawful.
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Exhibit No.
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Description of Exhibit
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4.1
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4.2
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4.3
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5.1*
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23.1*
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23.2*
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24.1*
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99.1*
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* |
Filed herewith.
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SHOPIFY INC.
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||
By:
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/s/ Tobias Lütke
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Name: Tobias Lütke
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Title: Chief Executive Officer
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Signature
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Title
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Date
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||
/s/ Tobias Lütke
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Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)
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October 17, 2019
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||
Tobias Lütke
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||||
/s/ Amy Shapero
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Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
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October 17, 2019
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Amy Shapero
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/s/ Robert Ashe
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Director
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October 17, 2019
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||
Robert Ashe
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||||
/s/ Gail Goodman
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Director
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October 17, 2019
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||
Gail Goodman
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||||
/s/ Colleen Johnston
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Director
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October 17, 2019
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||
Colleen Johnston
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||||
/s/ Jeremy Levine
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Director
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October 17, 2019
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Jeremy Levine
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||||
/s/ John Phillips
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Director
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October 17, 2019
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||
John Phillips
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SHOPIFY PAYMENTS (USA) INC. | ||
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By:
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/s/ Amy Shapero
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Name: Amy Shapero
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Title: President and Chief Financial Officer
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