BABA [Alibaba] SC 13G/A: CUSIP No. 01609W102 13G Page 10 of 11

Ticker: BABA, Company: Alibaba Group Holding Ltd, Type: SC 13G/A, Date: 2019-02-08
Original SEC Filing: Click here


Webplus: BABA/20190208/SC_13G.A_1/2_EX-99.1/000.htm SEC Original: d692614dex991.htm
CUSIP No. 01609W102 13G Page 10 of 11 pages JOINT FILING AGREEMENT Dated: February 7, 2019 SOFTBANK GROUP CORP. Masayoshi Son Chairman & CEO Skywalk Finance GK Norikazu Oba Executer WEST RAPTOR HOLDINGS, LLC Ronald D. Fisher Representative-Director EX-99.1 2 d692614dex991.htm JOINT FILING AGREEMENT



s:3071:" EX-99.1 2 d692614dex991.htm JOINT FILING AGREEMENT
CUSIP No. 01609W102 13G Page 10 of 11 pages

Exhibit 99.1

JOINT FILING AGREEMENT

SoftBank Group Corp., a Japanese corporation, Skywalk Finance GK, a Japanese corporation, and West Raptor Holdings, LLC, a Delaware limited liability company, each hereby agrees, in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, that the Schedule 13G filed herewith, and any amendments thereto, relating to ordinary shares of Alibaba Group Holding Limited is, and will be, jointly filed on behalf of each such person and further agrees that this joint filing agreement be included as an exhibit to such joint filings. In evidence thereof, the undersigned hereby execute this joint filing agreement as of the date set forth below.

Dated: February 7, 2019

SOFTBANK GROUP CORP.
By:

/s/ Masayoshi Son

Name: Masayoshi Son
Title: Chairman & CEO
Skywalk Finance GK
By:

/s/ Norikazu Oba

Name: Norikazu Oba
Title: Executer
WEST RAPTOR HOLDINGS, LLC
By:

/s/ Ronald D. Fisher

Name: Ronald D. Fisher
Title: Representative-Director
";


Webplus: BABA/20190208/SC_13G.A_1/3_EX-99.2/000.htm SEC Original: d692614dex992.htm
CUSIP No. 01609W102 13G Page 11 of 11 pages ITEM 7 INFORMATION The securities being reported on by SoftBank Group Corp. as a parent holding company include securities that are owned by, or may be deemed to be beneficially owned by, Skywalk Finance GK, a Japanese corporation, and West Raptor Holdings, LLC, a Delaware limited liability company. Skywalk Finance GK



s:1136:" EX-99.2 3 d692614dex992.htm ITEM 7 INFORMATION
CUSIP No. 01609W102 13G Page 11 of 11 pages

Exhibit 99.2

ITEM 7 INFORMATION

The securities being reported on by SoftBank Group Corp. as a parent holding company include securities that are owned by, or may be deemed to be beneficially owned by, Skywalk Finance GK, a Japanese corporation, and West Raptor Holdings, LLC, a Delaware limited liability company. Skywalk Finance GK is a direct, wholly-owned subsidiary of SoftBank Group Corp. West Raptor Holdings, LLC is an indirect, wholly-owned subsidiary of SoftBank Group Corp.

";


Webplus: BABA/20190208/SC_13G.A_1/1/000.htm SEC Original: d692614dsc13ga.htm
CUSIP No. 01609W102 13G Page 2 of 11 pages 1 NAME OF REPORTING PERSON S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON SoftBank Group Corp. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ Please see response to Item 8 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Japan NUMBER OF SHARES



s:31672:" SC 13G/A 1 d692614dsc13ga.htm SCHEDULE 13G/A NO. 3

Alibaba Group Holding Limited

Ordinary shares, par value US$0.000025 per share

01609W102**

December 31, 2018


CUSIP No. 01609W102 13G Page 2 of 11 pages

1

NAME OF REPORTING PERSON S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

            SoftBank Group Corp.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐

(b)  ☒

            Please see response to Item 8

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

            Japan

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON
WITH

5

  SOLE VOTING POWER

        490,934,571(1)

6

  SHARED VOTING POWER

        256,064,000(1)(2)

7

  SOLE DISPOSITIVE POWER

        490,934,571

8

  SHARED DISPOSITIVE POWER

        256,064,000(2)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

            746,998,571(1)(2)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

            ☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

            28.9%(1)(2)(3)

12

TYPE OF REPORTING PERSON

            CO

1

This figure does not take into account the Voting Agreement described in Item 8.

2

This figure includes (a) 170,000,000 ordinary shares of the Issuer (“Ordinary Shares”) owned by Skywalk Finance GK, a 100% direct subsidiary of SoftBank Group Corp. and (b) 86,064,000 Ordinary Shares owned by West Raptor Holdings, LLC, a 100% indirect subsidiary of SoftBank Group Corp.

3

Percent of class is based on 2,585,521,779 Ordinary Shares outstanding, as of December 31, 2018.


CUSIP No. 01609W102 13G Page 3 of 11 pages

1

NAME OF REPORTING PERSON S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

            Skywalk Finance GK

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐

(b)  ☒

            Please see response to Item 8

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

            Japan

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5

  SOLE VOTING POWER

        0(1)

6

  SHARED VOTING POWER

        170,000,000(1)

7

  SOLE DISPOSITIVE POWER

        0

8

  SHARED DISPOSITIVE POWER

        170,000,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

            170,000,000(1)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

            ☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

            6.6%(1)(2)

12

TYPE OF REPORTING PERSON

            CO

1

This figure does not take into account the Voting Agreement described in Item 8.

2

Percent of class is based on 2,585,521,779 Ordinary Shares outstanding, as of December 31, 2018.


CUSIP No. 01609W102 13G Page 4 of 11 pages

1

NAME OF REPORTING PERSON S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

            West Raptor Holdings, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐

(b)  ☒

            Please see response to Item 8

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(1)

6

  SHARED VOTING POWER

        86,064,000(1)

7

  SOLE DISPOSITIVE POWER

        0

8

  SHARED DISPOSITIVE POWER

        86,064,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

            86,064,000(1)

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%(1)(2)

12

TYPE OF REPORTING PERSON

            CO

1

This figure does not take into account the Voting Agreement described in Item 8.

2

Percent of class is based on 2,585,521,779 Ordinary Shares outstanding, as of December 31, 2018.


CUSIP No. 01609W102 13G Page 5 of 11 pages

Item 1.

(a)       Name of Issuer:

           Alibaba Group Holding Limited

(b)       Address of Issuer’s Principal Executive Offices:

           c/o Alibaba Group Services Limited, 26/F Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong

Item 2.

(a)       Name of Person Filing:

           This Schedule 13G is being filed jointly by SoftBank Group Corp., Skywalk Finance GK, and West Raptor Holdings, LLC (collectively, the “Reporting Persons”). The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 99.1. Pursuant to the Joint Filing Agreement, the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.

(b)       Address of Principal Business Office:

           The address of the principal business office of SoftBank Group Corp. and of Skywalk Finance GK is 1-9-1 Higashi-shimbashi, Minato-ku, Tokyo 105-7303, Japan. The address of the principal business office of West Raptor Holdings, LLC is 1 Circle Star Way, San Carlos, CA 94070.

(c)       Citizenship:

           See Row 4 of cover page for each Reporting Person.

(d)       Title of Class of Securities:

           Ordinary shares, par value US$0.000025 per share, of the Issuer.

(e)       CUSIP Number:

           01609W102


CUSIP No. 01609W102 13G Page 6 of 11 pages

Item 3.            Not applicable.

Item 4.            Ownership

           The following information with respect to the ownership of the Common Stock of the Issuer by the person filing this statement is provided as of December 31, 2018:

(a)       Amount Beneficially Owned:

           See Row 9 of cover page for each Reporting Person.

(b)       Percent of Class:

           See Row 11 of cover page for each Reporting Person.

(c)       Number of shares as to which such person has:

           (i)        sole power to vote or to direct the vote:

           See Row 5 of cover page for each Reporting Person.

           (ii)        shared power to vote or to direct the vote:

           See Row 6 of cover page for each Reporting Person. See also response to Item 8 below.

           (iii)        sole power to dispose or to direct the disposition of:

           See Row 7 of cover page for each Reporting Person.

           (iv)        shared power to dispose or to direct the disposition of:

           See Row 8 of cover page for each Reporting Person.

Item 5.            Not applicable.

Item 6.            Not applicable.


CUSIP No. 01609W102 13G Page 7 of 11 pages

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

        See Exhibit 99.2.

Item 8.          Identification and Classification of Members of the Group

        Pursuant to a Voting Agreement entered into on September 18, 2014 by and among the Issuer, Altaba Inc. (formerly Yahoo! Inc.), SoftBank Group Corp. (formerly known as SoftBank Corp.), Jack Ma Yun, Joseph C. Tsai and certain other shareholders of the Issuer named on Schedule A thereto (the “Voting Agreement”), the parties thereto have agreed to, among others, (i) certain voting arrangements in favor of director nominees of Lakeside Partners LP (a partnership comprised of members of management of Issuer, Issuer affiliates and/or certain companies with which Issuer has a significant relationship) and SoftBank Group Corp. and (ii) a proxy grant by the Reporting Persons to Jack Ma Yun and Joseph C. Tsai of the voting power of any portion of the Reporting Persons’ shareholdings exceeding 30% of the Issuer’s issued and outstanding Ordinary Shares, each in accordance with the terms and conditions of the Voting Agreement.

        A copy of the Voting Agreement has been filed by the Issuer with the Securities and Exchange Commission as Exhibit 4.13 to the Issuer’s amended registration statement on Form F-1 filed on September 5, 2014.

        The Reporting Persons may be deemed to be members of a “group” under Section 13(d) of the Act with respect to the Ordinary Shares of the Issuer beneficially owned by the Reporting Persons and the other parties to the Voting Agreement. Assuming such a group is deemed to exist, the members of the group are as follows: (1) Altaba Inc., Altaba Holdings Hong Kong Limited and Altaba HK MC Limited; (2) SoftBank Group Corp., Skywalk Finance GK and West Raptor Holdings, LLC; and (3) Jack Yun Ma, Joseph C. Tsai, Clara Wu Ming-Hua, APN Ltd., Jack Ma Philanthropic Foundation, JC Properties Limited, Joe and Clara Tsai Foundation Limited, JSP Investment Limited, Parufam Limited, PMH Holding Limited, Ying Capital Limited and Yun Capital Limited.

Item 9.          Not applicable.

Item 10.        Not applicable.


CUSIP No. 01609W102 13G Page 8 of 11 pages

SIGNATURE

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.

Date: February 7, 2019

SOFTBANK GROUP CORP.
By:

/s/ Masayoshi Son

Name: Masayoshi Son
Title: Chairman & CEO
Skywalk Finance GK
By:

/s/ Norikazu Oba

Name: Norikazu Oba
Title: Executer
WEST RAPTOR HOLDINGS, LLC
By:

/s/ Ronald D. Fisher

Name: Ronald D. Fisher
Title: Representative-Director


CUSIP No. 01609W102 13G Page 9 of 11 pages

EXHIBIT INDEX

Exhibit

Found on Sequentially
Numbered Page

Exhibit 99.1 – Joint Filing Agreement

10

Exhibit 99.2 – Item 7 Information

11
";

Company Info:

Ticker: BABA, Company: Alibaba Group Holding Ltd, Type: SC 13G/A, Date: 2019-02-08CIK: 0001577552, Location: K3, SIC: 7389, SIC Desc: SERVICES-BUSINESS SERVICES, NEC
Business Phone & Address:
C/O ALIBABA GROUP SERVICES LIMITED, 26/F, TOWER ONE, TIMES SQUARE, 1 MATHESON ST.
CAUSEWAY BAY, K3

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