SHOPIFY INC.
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(Name of Issuer)
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CLASS A SUBORDINATE VOTING SHARES
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(Title and Class of Securities)
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82509L107
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(CUSIP Number)
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DECEMBER 31, 2018
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(Date of Event which Requires Filing of this Statement)
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CUSIP No. 82509L107
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Schedule 13G/A
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1
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NAME OF REPORTING PERSON
TOBIAS LÜTKE
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
CANADIAN
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5 SOLE VOTING POWER
1,212,350 (1)
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6 SHARED VOTING POWER
7,289,875 (2)
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7 SOLE DISPOSITIVE POWER
1,212,350 (1)
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8 SHARED DISPOSITIVE POWER
7,289,875 (2)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,502,225 (1)(2)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.0% (3)
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12
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TYPE OF REPORTING PERSON
IN
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(1)
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Consists of 758,629 Class B multiple voting shares beneficially owned by Tobias Lütke, 37,591 Class A subordinate voting shares which Tobias
Lütke has the right to acquire within 60 days after December 31, 2018 upon the exercise of stock options, 12,782 Class A subordinate voting shares which Tobias Lütke has the right to acquire within 60 days after December 31, 2018 upon the
exercise of restricted share units, and 403,348 Class B multiple voting shares which Tobias Lütke has the right to acquire within 60 days after December 31, 2018 upon the exercise of stock options. Each Class B multiple voting share is
convertible at the holder's option at any time into one Class A subordinate voting share.
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(2)
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Consists of 190,000 Class A subordinate voting shares held by 7910240 Canada Inc., which Tobias Lütke is deemed to beneficially own, and
7,099,875 Class B multiple voting shares held by 7910240 Canada Inc., which Tobias Lütke is deemed to beneficially own. Each Class B multiple voting share is convertible at the holder's option at any time into one Class A subordinate
voting share.
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(3)
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Based on 98,081,889 Class A subordinate voting shares outstanding as of December 31, 2018 and the aggregate number of Class A subordinate
voting shares that Tobias Lütke may acquire within 60 days of December 31, 2018 through the conversion of Class B multiple voting shares, the exercise of restricted share units exercisable into Class A subordinate shares, or the exercise
of stock options exercisable into Class A subordinate voting shares or Class B multiple voting shares (which may in turn be converted into Class A Subordinate voting shares).
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CUSIP No. 82509L107
|
Schedule 13G/A
|
|
1
|
NAME OF REPORTING PERSON
7910240 Canada Inc.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
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3
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SEC USE ONLY
|
|
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
CANADA
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5 SOLE VOTING POWER
|
|
6 SHARED VOTING POWER
7,289,875 (1)
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||
7 SOLE DISPOSITIVE POWER
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8 SHARED DISPOSITIVE POWER
7,289,875 (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,289,875 (1)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.9% (2)
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12
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TYPE OF REPORTING PERSON
CO
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(1)
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Consists of 190,000 Class A subordinate voting shares and 7,099,875 Class B multiple voting shares, in each case held by 7910240 Canada Inc.
Tobias Lütke owns all equity interests in 7910240 Canada Inc. Each Class B multiple voting share is convertible at the holder's option at any time into one Class A subordinate voting share.
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(2)
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Based on 98,081,889 Class A subordinate voting shares outstanding as of December 31, 2018 and the aggregate number of Class B multiple voting
shares held by 7910240 Canada Inc.
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CUSIP No. 82509L107
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Schedule 13G/A
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(a) |
The name of the issuer is Shopify Inc. (the "Issuer").
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(b) |
The Issuer's principal executive offices are located at:
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(a) |
The names of the persons (collectively, the "Reporting Persons") filing this Schedule 13G/A (this "Statement") are:
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(b) |
The principal business office for each of the Reporting Persons is
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(c) |
Citizenship:
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(d) |
This Statement relates to the Class A subordinate voting shares of the Issuer.
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(e) |
The CUSIP Number of the Class A subordinate voting shares is 82509L107.
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Item 3. |
Filing Category.
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CUSIP No. 82509L107
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Schedule 13G/A
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Item 4. |
Ownership.
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(a) |
Amount beneficially owned: See Item 9 of each cover page.
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(b) |
Percent of Class: See Item 11 of each cover page.
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(c) |
Number of shares as to which such person has:
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(i) |
Sole power to vote or to direct the vote:
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(ii) |
Shared power to vote or to direct the vote of shares:
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(iii) |
Sole power to dispose or to direct the disposition of shares:
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(iv) |
Shared power to dispose or to direct the disposition of shares:
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Item 5. |
Ownership of 5 Percent or Less of a Class.
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Item 6. |
Ownership of More than 5 Percent on Behalf of Another Person.
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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CUSIP No. 82509L107
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Schedule 13G/A
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Item 8. |
Identification and Classification of Members of a Group.
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Item 9. |
Notice of Dissolution of Group.
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Item 10. |
Certifications
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CUSIP No. 82509L107
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Schedule 13G/A
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TOBIAS LÜTKE
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/s/ Tobias Lütke
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7910240 CANADA INC.
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By:
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/s/ Tobias Lütke
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Name:
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Tobias Lütke
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Title:
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Director
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CUSIP No. 82509L107
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Schedule 13G/A
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Exhibit 1
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Joint Filing Agreement, dated February 13, 2019, by and among Tobias Lütke and 7910240 Canada Inc.
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