SCHEDULE 13G
(Rule 13d-102)
|
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULES 13d-1 (b), (c) AND (d)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
|
(Amendment No. 1)*
|
SPOTIFY TECHNOLOGY S.A.
|
(Name of Issuer)
|
Ordinary Shares, nominal value €0.000625 per share
|
(Title of Class of Securities)
|
L8681T102
|
(CUSIP Number)
|
December 31, 2019
|
(Date of Event Which Requires Filing of this Statement)
|
☐ |
Rule 13d-1(b)
|
☐ |
Rule 13d-1(c)
|
☒ |
Rule 13d-1(d)
|
CUSIP # L8681T102
|
Page 2 of 31
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1
|
NAMES OF REPORTING PERSONS
|
|
|
||
TCV VII, 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
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
2,481,676 Ordinary Shares (A)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
-0- Ordinary Shares
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
2,481,676 Ordinary Shares (A)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
-0- Ordinary Shares
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
2,481,676 Ordinary Shares (A)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
1.3%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
CUSIP # L8681T102
|
Page 3 of 31
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
TCV VII (A), 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
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
1,288,758 Ordinary Shares (A)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
-0- Ordinary Shares
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
1,288,758 Ordinary Shares (A)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
-0- Ordinary Shares
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,288,758 Ordinary Shares (A)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
0.7%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
CUSIP # L8681T102
|
Page 4 of 31
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
TCV Member Fund, 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
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
91,944 Ordinary Shares (A) |
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
-0- Ordinary Shares
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
91,944 Ordinary Shares (A) |
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
-0- Ordinary Shares
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
91,944 Ordinary Shares (A)
|
|
|
|||
|
|
||||
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%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN |
|
|
|||
|
|
CUSIP # L8681T102
|
Page 5 of 31
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
TCV VIII, 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
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
4,141,857 Ordinary Shares (A)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
-0- Ordinary Shares
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
4,141,857 Ordinary Shares (A)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
-0- Ordinary Shares
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
4,141,857 Ordinary Shares (A)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
2.2%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
CUSIP # L8681T102
|
Page 6 of 31
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
TCV VIII (A), 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
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
254,001 Ordinary Shares (A) |
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
-0- Ordinary Shares
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
254,001 Ordinary Shares (A)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
-0- Ordinary Shares
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
254,001 Ordinary Shares (A) |
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
0.1%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
CUSIP # L8681T102
|
Page 7 of 31
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
TCV VIII (B), 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
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
58,484 Ordinary Shares (A)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
-0- Ordinary Shares
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
58,484 Ordinary Shares (A)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
-0- Ordinary Shares |
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
58,484 Ordinary Shares (A)
|
|
|
|||
|
|
||||
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%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
CUSIP # L8681T102
|
Page 8 of 31
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
TCV VIII Spotify, 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
|
|
|
|
2,278,385 Ordinary Shares (A)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
-0- Ordinary Shares
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
2,278,385 Ordinary Shares (A)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
-0- Ordinary Shares
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
2,278,385 Ordinary Shares (A)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
1.2%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
CUSIP # L8681T102
|
Page 9 of 31
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
TCV VIII Spotify (A), 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
|
|
|
|
614,439 Ordinary Shares (A)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
-0- Ordinary Shares
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
614,439 Ordinary Shares (A)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
-0- Ordinary Shares
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
614,439 Ordinary Shares (A)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
0.3%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
CUSIP # L8681T102
|
Page 10 of 31
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
TCV VIII Spotify (B), 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
|
|
|
|
141,476 Ordinary Shares (A)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
-0- Ordinary Shares
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
141,476 Ordinary Shares (A)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
-0- Ordinary Shares
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
141,476 Ordinary Shares (A)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
0.1%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
CUSIP # L8681T102
|
Page 11 of 31
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
TCV VIII Spotify (MF), 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
|
|
|
|
165,702 Ordinary Shares (A)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
-0- Ordinary Shares |
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
165,702 Ordinary Shares (A) |
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
-0- Ordinary Shares
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
165,702 Ordinary Shares (A)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
0.1% |
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
CUSIP # L8681T102
|
Page 12 of 31
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Technology Crossover Management VII, 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
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
3,770,434 Ordinary Shares (A)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
-0- Ordinary Shares
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
3,770,434 Ordinary Shares (A)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
-0- Ordinary Shares
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
3,770,434 Ordinary Shares (A)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
2.0%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
CUSIP # L8681T102
|
Page 13 of 31
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Technology Crossover Management VII, 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
|
|
|
|
3,793,880 Ordinary Shares (A)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
-0- Ordinary Shares
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
3,793,880 Ordinary Shares (A)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
-0- Ordinary Shares
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
3,793,880 Ordinary Shares (A)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
2.1%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
CUSIP # L8681T102
|
Page 14 of 31
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
TCV VIII Spotify 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
|
|
|
|
3,200,002 Ordinary Shares (A)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
-0- Ordinary Shares
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
3,200,002 Ordinary Shares (A)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
-0- Ordinary Shares
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
3,200,002 Ordinary Shares (A)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
1.7% |
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
CUSIP # L8681T102
|
Page 15 of 31
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Technology Crossover Management VIII, 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
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
4,454,342 Ordinary Shares (A)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
-0- Ordinary Shares
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
4,454,342 Ordinary Shares (A)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
-0- Ordinary Shares
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
4,454,342 Ordinary Shares (A)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
2.4%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
CUSIP # L8681T102
|
Page 16 of 31
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Technology Crossover Management VIII, 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
|
|
|
|
4,522,840 Ordinary Shares (A)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
-0- Ordinary Shares
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
4,522,840 Ordinary Shares (A)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
-0- Ordinary Shares
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
4,522,840 Ordinary Shares (A)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
2.5%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
CUSIP # L8681T102
|
Page 17 of 31
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
TCV VII Management, L.L.C.
|
|
|
|||
|
|
||||
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- Ordinary Shares
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
7,314 Ordinary Shares (A)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0- Ordinary Shares
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
7,314 Ordinary Shares (A)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
7,314 Ordinary Shares (A)
|
|
|
|||
|
|
||||
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%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
CUSIP # L8681T102
|
Page 18 of 31
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
TCV VIII Management, L.L.C.
|
|
|
|||
|
|
||||
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- Ordinary Shares
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
9,730 Ordinary Shares (A)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0- Ordinary Shares
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
9,730 Ordinary Shares (A)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
9,730 Ordinary Shares (A)
|
|
|
|||
|
|
||||
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%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
CUSIP # L8681T102
|
Page 19 of 31
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Christopher P. Marshall
|
|
|
|||
|
|
||||
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 Citizen
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
12,880 Ordinary Shares
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
17,044 Ordinary Shares (A)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
12,880 Ordinary Shares
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
17,044 Ordinary Shares (A)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
29,924 Ordinary Shares (A)
|
|
|
|||
|
|
||||
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%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
CUSIP # L8681T102
|
Page 20 of 31
|
Item 1(a). |
Name of Issuer
|
Item 1(b). |
Address of Issuer’s Principal Executive Offices
|
Item 2(a). |
Name of Persons Filing
|
Item 2(b). |
Address of Principal Business Office
|
CUSIP # L8681T102
|
Page 21 of 31
|
Item 2(c). |
Citizenship
|
Item 2(d) and 2(e). |
Title of Class of Securities and CUSIP Number
|
Item 3. |
Not applicable.
|
Item 4. |
Ownership
|
(c) Number of shares as to which person has:
|
||||||||||||||||
Name of Reporting Person
|
|
(a) Amount
beneficially owned
|
(b) Percent of
class*
|
Sole power to vote or
to direct the vote, and
sole power to dispose
or to direct the
disposition of
|
Shared power to vote
or to direct the vote,
and shared power to
dispose or to direct
the disposition of
|
|||||||||||
TCV VII, L.P.
|
|
2,481,676
|
1.3
|
%
|
2,481,676
|
—
|
||||||||||
TCV VII (A), L.P.
|
|
1,288,758
|
0.7
|
%
|
1,288,758
|
—
|
||||||||||
TCV Member Fund, L.P.
|
91,944
|
0.0
|
%
|
91,944
|
—
|
|||||||||||
TCV VIII, L.P.
|
4,141,857
|
**
|
2.2
|
%
|
4,141,857
|
—
|
||||||||||
TCV VIII (A), L.P.
|
254,001
|
0.1
|
%
|
254,001
|
—
|
|||||||||||
TCV VIII (B), L.P.
|
58,484
|
0.0
|
%
|
54,484
|
—
|
|||||||||||
TCV VIII Spotify, L.P.
|
2,278,385
|
**
|
1.2
|
%
|
2,278,385
|
—
|
||||||||||
TCV VIII Spotify (A), L.P.
|
614,439
|
**
|
0.3
|
%
|
614,439
|
—
|
||||||||||
TCV VIII Spotify (B), L.P.
|
141,476
|
**
|
0.1
|
%
|
141,476
|
—
|
||||||||||
TCV VIII Spotify (MF), L.P.
|
165,702
|
**
|
0.1
|
%
|
165,702
|
—
|
||||||||||
Technology Crossover Management VII, L.P.
|
3,770,434
|
2.0
|
%
|
3,770,434
|
—
|
|||||||||||
Technology Crossover Management VII, Ltd.
|
3,793,880
|
2.1
|
%
|
3,793,880
|
—
|
|||||||||||
TCV VIII Spotify GP, LLC
|
3,200,002
|
**
|
1.7
|
%
|
3,200,002
|
—
|
||||||||||
Technology Crossover Management VIII, L.P.
|
4,454,342
|
**
|
2.4
|
%
|
4,454,342
|
—
|
||||||||||
Technology Crossover Management VIII, Ltd.
|
4,522,840
|
**
|
2.5
|
%
|
4,522,840
|
—
|
||||||||||
TCV VII Management, L.L.C.
|
7,314
|
†
|
0.0
|
%
|
—
|
7,314
|
||||||||||
TCV VIII Management, L.L.C.
|
9,730
|
†
|
0.0
|
%
|
—
|
9,730
|
||||||||||
Christopher P. Marshall
|
29,924
|
††
|
0.0
|
%
|
12,880
|
17,044
|
* |
All percentages in this table are calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, and are based on 184,325,957 Ordinary Shares outstanding as of December 31, 2019, as reported in the Issuer’s
Annual Report on Form 20-F filed by the Issuer with the Securities and Exchange Commission on February 12, 2020.
|
** |
As of December 31, 2019, all the Ordinary Shares held directly by TCV VIII Spotify, TCV VIII Spotify (A), TCV VIII Spotify (B) and TCV VIII Spotify (MF) were pledged by such Reporting Person to secure loans under loan facilities
with a bank not affiliated with any of the Reporting Persons. The applicable Reporting Persons have the sole voting and dispositive power over such Ordinary Shares.
|
† |
Includes Ordinary Shares held directly by Mr. Marshall for the benefit of TCV VII Management and TCV VIII Management, including Ordinary Shares issuable upon vesting of restricted stock units and non-qualified stock option within
60 days from December 31, 2019.
|
†† |
Includes (i) 12,707 Ordinary Shares held by the Marshall Carroll 2000 Trust; (ii) 173 Ordinary Shares held by Marshall Partners; (iii) 13,555 Ordinary Shares held directly by Mr. Marshall for the benefit of TCV VII Management and
TCV VIII Management, including 446 Ordinary Shares issuable upon vesting of restricted stock units and 3,489 Ordinary Shares issuable upon exercise of non-qualified options vesting within 60 days from December 31, 2019.
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CUSIP # L8681T102
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Page 22 of 31
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CUSIP # L8681T102
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Page 23 of 31
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Item 5. |
Ownership of Five Percent or Less of a Class
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security BeingReported on by the Parent Holding Company or Control Person
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Item 8. |
Identification and Classification of Members of the Group
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Item 9. |
Notice of Dissolution of Group
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Item 10. |
Certifications
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CUSIP # L8681T102
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Page 24 of 31
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TCV VII, L.P.
|
||
a Cayman Islands exempted limited partnership, acting by its general partner
|
||
Technology Crossover Management VII, L.P., a Cayman Islands exempted limited partnership, acting by its general partner
|
||
Technology Crossover Management VII, Ltd., a Cayman Islands exempted company
|
||
By:
|
/s/ Frederic D. Fenton
|
|
Name:
|
Frederic D. Fenton
|
|
Title:
|
Authorized Signatory
|
TCV VII (A), L.P.
|
||
a Cayman Islands exempted limited partnership, acting by its general partner
|
||
Technology Crossover Management VII, L.P., a Cayman Islands exempted limited partnership, acting by its general partner
|
||
Technology Crossover Management VII, Ltd., a Cayman Islands exempted company
|
||
By:
|
/s/ Frederic D. Fenton
|
|
Name:
|
Frederic D. Fenton
|
|
Title:
|
Authorized Signatory
|
CUSIP # L8681T102
|
Page 25 of 31
|
TCV MEMBER FUND, L.P.
|
||
a Cayman Islands exempted limited partnership, acting by its general partners
|
||
Technology Crossover Management VII, Ltd., a Cayman Islands exempted company
|
||
Technology Crossover Management VIII, Ltd., a Cayman Islands exempted company
|
||
By:
|
/s/ Frederic D. Fenton
|
|
Name:
|
Frederic D. Fenton
|
|
Title:
|
Authorized Signatory
|
TCV VIII, L.P.
|
||
a Cayman Islands exempted limited partnership, acting by its general partner
|
||
Technology Crossover Management VIII, L.P., a Cayman Islands exempted limited partnership, acting by its general partner
|
||
Technology Crossover Management VIII, Ltd., a Cayman Islands exempted company
|
||
By:
|
/s/ Frederic D. Fenton
|
|
Name:
|
Frederic D. Fenton
|
|
Title:
|
Authorized Signatory
|
TCV VIII (A), L.P.
|
||
a Cayman Islands exempted limited partnership, acting by its general partner
|
||
Technology Crossover Management VIII, L.P., a Cayman Islands exempted limited partnership, acting by its general partner
|
||
Technology Crossover Management VIII, Ltd., a Cayman Islands exempted company
|
||
By:
|
/s/ Frederic D. Fenton
|
|
Name:
|
Frederic D. Fenton
|
|
Title:
|
Authorized Signatory
|
CUSIP # L8681T102
|
Page 26 of 31
|
TCV VIII (B), L.P.
|
||
a Cayman Islands exempted limited partnership, acting by its general partner
|
||
Technology Crossover Management VIII, L.P., a Cayman Islands exempted limited partnership, acting by its general partner
|
||
Technology Crossover Management VIII, Ltd., a Cayman Islands exempted company
|
||
By:
|
/s/ Frederic D. Fenton
|
|
Name:
|
Frederic D. Fenton
|
|
Title:
|
Authorized Signatory
|
TCV VIII SPOTIFY, L.P.
|
||
a Delaware limited partnership, acting by its general partner
|
||
TCV VIII Spotify GP, LLC, a Delaware limited liability company, acting by its sole member
|
||
TCV VIII, L.P., a Cayman Islands exempted limited partnership, acting by its general partner
|
||
Technology Crossover Management VIII, L.P., a Cayman Islands exempted limited partnership, acting by its general partner
|
||
Technology Crossover Management VIII, Ltd., a Cayman Islands exempted company
|
||
By:
|
/s/ Frederic D. Fenton
|
|
Name:
|
Frederic D. Fenton
|
|
Title:
|
Authorized Signatory
|
CUSIP # L8681T102
|
Page 27 of 31
|
TCV VIII SPOTIFY (A), L.P.
|
||
a Delaware limited partnership, acting by its general partner
|
||
TCV VIII Spotify GP, LLC, a Delaware limited liability company, acting by its sole member
|
||
TCV VIII, L.P., a Cayman Islands exempted limited partnership, acting by its general partner
|
||
Technology Crossover Management VIII, L.P., a Cayman Islands exempted limited partnership, acting by its general partner
|
||
Technology Crossover Management VIII, Ltd., a Cayman Islands exempted company
|
||
By:
|
/s/ Frederic D. Fenton
|
|
Name:
|
Frederic D. Fenton
|
|
Title:
|
Authorized Signatory
|
TCV VIII SPOTIFY (B), L.P.
|
||
a Delaware limited partnership, acting by its general partner
|
||
TCV VIII Spotify GP, LLC, a Delaware limited liability company, acting by its sole member
|
||
TCV VIII, L.P., a Cayman Islands exempted limited partnership, acting by its general partner
|
||
Technology Crossover Management VIII, L.P., a Cayman Islands exempted limited partnership, acting by its general partner
|
||
Technology Crossover Management VIII, Ltd., a Cayman Islands exempted company
|
||
By:
|
/s/ Frederic D. Fenton
|
|
Name:
|
Frederic D. Fenton
|
|
Title:
|
Authorized Signatory
|
CUSIP # L8681T102
|
Page 28 of 31
|
TCV VIII SPOTIFY (MF), L.P.
|
||
a Delaware limited partnership, acting by its general partner
|
||
TCV VIII Spotify GP, LLC, a Delaware limited liability company, acting by its sole member
|
||
TCV VIII, L.P., a Cayman Islands exempted limited partnership, acting by its general partner
|
||
Technology Crossover Management VIII, L.P., a Cayman Islands exempted limited partnership, acting by its general partner
|
||
Technology Crossover Management VIII, Ltd., a Cayman Islands exempted company
|
||
By:
|
/s/ Frederic D. Fenton
|
|
Name:
|
Frederic D. Fenton
|
|
Title:
|
Authorized Signatory
|
Technology Crossover Management VII, L.P.
|
||
a Cayman Islands exempted limited partnership, acting by its general partner
|
||
Technology Crossover Management VII, Ltd., a Cayman Islands exempted company
|
||
By:
|
/s/ Frederic D. Fenton
|
|
Name:
|
Frederic D. Fenton
|
|
Title:
|
Authorized Signatory
|
Technology Crossover Management VII, Ltd.
|
||
a Cayman Islands exempted company
|
||
By:
|
/s/ Frederic D. Fenton
|
|
Name:
|
Frederic D. Fenton
|
|
Title:
|
Authorized Signatory
|
CUSIP # L8681T102
|
Page 29 of 31
|
TCV VIII SPOTIFY GP, LLC
|
||
a Delaware limited liability company, acting by its sole member
|
||
TCV VIII, L.P., a Cayman Islands exempted limited partnership, acting by its general partner
|
||
Technology Crossover Management VIII, L.P., a Cayman Islands exempted limited partnership, acting by its general partner
|
||
Technology Crossover Management VIII, Ltd., a Cayman Islands exempted company
|
||
By:
|
/s/ Frederic D. Fenton
|
|
Name:
|
Frederic D. Fenton
|
|
Title:
|
Authorized Signatory
|
Technology Crossover Management VIII, L.P.
|
||
a Cayman Islands exempted limited partnership, acting by its general partner
|
||
Technology Crossover Management VIII, Ltd., a Cayman Islands exempted company
|
||
By:
|
/s/ Frederic D. Fenton
|
|
Name:
|
Frederic D. Fenton
|
|
Title:
|
Authorized Signatory
|
Technology Crossover Management VIII, Ltd.
|
||
a Cayman Islands exempted company
|
||
By:
|
/s/ Frederic D. Fenton
|
|
Name:
|
Frederic D. Fenton
|
|
Title:
|
Authorized Signatory
|
CUSIP # L8681T102
|
Page 30 of 31
|
TCV VII MANAGEMENT, L.L.C.
|
||
a Delaware limited liability company
|
||
By:
|
/s/ Frederic D. Fenton
|
|
Name:
|
Frederic D. Fenton
|
|
Title:
|
Authorized Signatory
|
TCV VIII MANAGEMENT, L.L.C.
|
||
a Delaware limited liability company
|
||
By:
|
/s/ Frederic D. Fenton
|
|
Name:
|
Frederic D. Fenton
|
|
Title:
|
Authorized Signatory
|
CHRISTOPHER P. MARSHALL
|
||
By:
|
/s/ Frederic D. Fenton
|
|
Name:
|
Frederic D. Fenton
|
|
Its:
|
Authorized Signatory
|
CUSIP # L8681T102
|
Page 31 of 31
|
Exhibit
|
|
Agreement of Joint Filing dated February 14, 2019 (incorporated by reference to Exhibit 99.1 to the Schedule 13G relating to the Ordinary Shares of Spotify Technology S.A. filed on February 14, 2019).
|
|
Statement Appointing Designated Filer and Authorized Signatories dated February 14, 2019 (incorporated by reference to Exhibit 99.2 to the Schedule 13G relating to the Ordinary Shares of Spotify Technology S.A. filed on February 14,
2019).
|