Sec Form 13G Filing - ICONIQ Strategic Partners V L.P. @ Enfusion Inc.

Sec Form 13G Filing - ICONIQ Strategic Partners V L.P. filing for Enfusion Inc. (ENFN) - 2022-02-14

Insider filing report for Changes in Beneficial Ownership

Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. __)*

Enfusion, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.001 per share

(Title of Class of Securities)

292812104

(CUSIP Number)

December 31, 2021

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

*	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 (“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. 292812104		SCHEDULE 13G		Page 2 of 15 Pages

(1)	Represents 7,748,000 shares of Class A Common Stock held directly by ISP V-B EF LP.

(2)	The percent of class was calculated based on 65,583,288 shares of Class A Common Stock outstanding as of December 3, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 3, 2021.


CUSIP No. 292812104		SCHEDULE 13G		Page 3 of 15 Pages

(1)	Represents 5,030,000 Common Units of Enfusion Ltd. LLC held directly by ISP V Main Fund EF LLC.

(2)

Common Units of Enfusion Ltd. LLC are exchangeable for shares of the Issuer’s Class A Common Stock on a one-for-one basis (for which the Issuer may substitute cash). The Common Units have no expiration date. At the time of any such exchange, an equal number of shares of the Class B Common Stock of the Issuer held by the Reporting Persons, which have no economic value and entitle holders thereof to one vote per share on all matters on which stockholders of the Issuer are entitled to vote generally, are cancelled.

(3)

The percent of class was calculated based on (i) 65,583,288 shares of Class A Common Stock outstanding as of December 3, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 3, 2021, plus (ii) 5,030,000 Common Units of Enfusion Ltd. LLC (and the shares of the Issuer’s Class B Common Stock relating thereto) held by the reporting person as of December 31, 2021, which are treated as converted into Class A Common Stock only for the purpose of computing the reporting person’s beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.


CUSIP No. 292812104		SCHEDULE 13G		Page 4 of 15 Pages

(1)	Represents (i) 538,887 shares of Class A Common Stock held directly by ICONIQ Strategic Partners V, L.P. and (ii) 5,030,000 Common Units of Enfusion Ltd. LLC held directly by ISP V Main Fund EF LLC. ICONIQ Strategic Partners V, L.P. is the sole managing member of ISP V Main Fund EF LLC.

(2)

(3)

The percent of class was calculated based on (i) 65,583,288 shares of Class A Common Stock outstanding as of December 3, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 3, 2021, plus (ii) 5,030,000 Common Units of Enfusion Ltd. LLC (and the shares of the Is suer’s Class B Common Stock relating thereto) held by the reporting person as of December 31, 2021, which are treated as converted into Class A Common Stock only for the purpose of computing the reporting person’s beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.


CUSIP No. 292812104		SCHEDULE 13G		Page 5 of 15 Pages

(1)	Represents 722,707 shares of Class A Common Stock held directly by ICONIQ Strategic Partners V-B, L.P.

(2)	The percent of class was calculated based on 65,583,288 shares of Class A Common Stock outstanding as of December 3, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 3, 2021.


CUSIP No. 292812104		SCHEDULE 13G		Page 6 of 15 Pages

(1)

(2)

(3)


CUSIP No. 292812104		SCHEDULE 13G		Page 7 of 15 Pages

(1)

Represents (i) 9,009,594 shares of Class A Common Stock held directly by ISP V-B EF LP, ICONIQ Strategic Partners V, L.P. and ICONIQ Strategic Partners V-B, L.P. and (ii) 5,030,000 Common Units of Enfusion Ltd. LLC held directly by ISP V Main Fund EF LLC. ICONIQ Strategic Partners V, L.P. is the sole managing member of ISP V Main Fund EF LLC. ICONIQ Strategic Partners V GP, L.P. is the sole general partner of each of ICONIQ Strategic Partners V, L.P., ICONIQ Strategic Partners V-B, L.P. and ISP V-B EF LP. ICONIQ Strategic Partners V TT GP, Ltd. is the sole general partner of ICONIQ Strategic Partners V GP, L.P.

(2)

(3)


CUSIP No. 292812104		SCHEDULE 13G		Page 8 of 15 Pages

(1)

(2)

(3)


CUSIP No. 292812104		SCHEDULE 13G		Page 9 of 15 Pages

(1)

(2)

(3)


CUSIP No. 292812104		SCHEDULE 13G		Page 10 of 15 Pages

(1)

(2)

Common Units of Enfusion Ltd. LLC are exchangeable for shares of the Issuer’s Class A Common Stock on a one-for-one basis (for which the Issuer may substitute cash). The Common Units have no expiration date. At the time of any such exchange, an equal number of shares of the Class B common stock of the Issuer held by the Reporting Persons, which have no economic value and entitle holders thereof to one vote per share on all matters on which stockholders of the Issuer are entitled to vote generally, are cancelled.

(3)


CUSIP No. 292812104		SCHEDULE 13G		Page 11 of 15 Pages

Item 1.

Issuer

(a)

Name of Issuer:

Enfusion, Inc. (the “Issuer”)

(b)

Address of Issuer’s Principal Executive Offices:

125 South Clark Street, Suite 750

Chicago, IL 60603

Item 2.

Filing Person


(a) – (c)		Name of Persons Filing; Address; Citizenship:

		(i) ISP V-B EF LP, a Delaware limited partnership (“ISP V-B EF”). (ii) ISP V Main Fund EF LLC, a Delaware limited liability company (“ISP V EF”). (iii) ICONIQ Strategic Partners V, L.P., a Cayman Islands exempted limited partnership (“ICONIQ V”), the sole managing member of ISP V EF. (iv) ICONIQ Strategic Partners V-B, L.P., a Cayman Islands exempted limited partnership (“ICONIQ V-B”, and together with ISP V-B EF, ISP V EF and ICONIQ V, the “ICONIQ V Funds”). (v) ICONIQ Strategic Partners V GP, L.P., a Cayman Islands exempted limited partnership (“ICONIQ V GP”), the sole general partner of ISP V-B EF, ICONIQ V and ICONIQ V-B. (vi) ICONIQ Strategic Partners V TT GP, Ltd., a Cayman Islands exempted company (“ICONIQ V Parent GP”), the sole general partner of ICONIQ V GP. (vii) Divesh Makan, a citizen of the United States (“Makan”). (viii) William J.G. Griffith, a citizen of the United States (“Griffith”). (ix) Matthew Jacobson, a citizen of the United States (“Jacobson”), together with Makan and Griffith, the sole equity holders of ICONIQ V Parent GP. The address of the principal business office of each of the reporting persons is c/o ICONIQ Capital, 394 Pacific Avenue, 2nd Floor, San Francisco, CA 94111.

(d)

Title of Class of Securities:

Class A common stock, par value $0.001 per share ( “Class A Common Stock”)

(e)

CUSIP Number:

292812104

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:


(a)	☐	Broker or dealer registered under Section 15 of the Act;

(b)	☐	Bank as defined in Section 3(a)(6) of the Act;

(c)	☐	Insurance company as defined in Section 3(a)(19) of the Act;

(d)	☐	Investment company registered under Section 8 of the Investment Company Act of 1940;

(e)	☐	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)	☐	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)	☐	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)	☐	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)	☐	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;

(j)	☐	A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);

(k)	☐	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:


CUSIP No. 292812104		SCHEDULE 13G		Page 12 of 15 Pages

If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:

Item 4.

Ownership.


(a) and (b)	Amount beneficially owned:

	(i)	ISP V-B EF directly owns 7,748,000 shares of Class A Common Stock, which represents approximately 11.8% of the outstanding Class A Common Stock as calculated based on Rule 13d-3 of the Securities Exchange Act of 1934.

	(ii)	ISP V EF directly owns 5,030,000 Common Units of Enfusion Ltd. LLC (and the shares of the Issuer’s Class B Common Stock relating thereto), which represents approximately 7.1% of the outstanding Class A Common Stock as calculated based on Rule 13d-3 of the Securities Exchange Act of 1934.

	(iii)	ICONIQ V directly owns 538,887 shares of Class A Common Stock, and may be deemed to beneficially own the 5,030,000 Common Units of Enfusion Ltd. LLC (and the shares of the Issuer’s Class B Common Stock relating thereto) held by ISP V EF, which represents approximately 8.5% of the outstanding Class A Common Stock as calculated based on Rule 13d-3 of the Securities Exchange Act of 1934.

	(iv)	ICONIQ V-B directly owns 722 ,707 shares of Class A Common Stock, which represents approximately 1.1% of the outstanding Class A Common Stock as calculated based on Rule 13d-3 of the Securities Exchange Act of 1934.

	(v)	ICONIQ V GP may be deemed to beneficially own the 9,009,594 shares of Class A Common Stock and the 5,030,000 Common Units of Enfusion Ltd. LLC (and the shares of the Issuer’s Class B Common Stock relating thereto) held by the ICONIQ V Funds, which represents approximately 21.4% of the outstanding Class A Common Stock as calculated based on Rule 13d-3 of the Securities Exchange Act of 1934.

	(vi)	ICONIQ V Parent GP may be deemed to beneficially own the 9,009,594 shares of Class A Common Stock and the 5,030,000 Common Units of Enfusion Ltd. LLC (and the shares of the Issuer’s Class B Common Stock relating thereto) held by the ICONIQ V Funds, which represents approximately 21.4% of the outstanding Class A Common Stock as calculated based on Rule 13d-3 of the Securities Exchange Act of 1934.

	(vii)	Makan may be deemed to beneficially own the 9,009,594 shares of Class A Common Stock and the 5,030,000 Common Units of Enfusion Ltd. LLC (and the shares of the Issuer’s Class B Common Stock relating thereto) held by the ICONIQ V Funds, which represents approximately 21.4% of the outstanding Class A Common Stock as calculated based on Rule 13d-3 of the Securities Exchange Act of 1934.

	(viii)	Griffith may be deemed to beneficially own the 9,009,594 shares of Class A Common Stock and the 5,030,000 Common Units of Enfusion Ltd. LLC (and the shares of the Issuer’s Class B Common Stock relating thereto) held by the ICONIQ V Funds, which represents approximately 21.4% of the outstanding Class A Common Stock as calculated based on Rule 13d-3 of the Securities Exchange Act of 1934.

	(ix)	Jacobson may be deemed to beneficially own the 9,009,594 shares of Class A Common Stock and the 5,030,000 Common Units of Enfusion Ltd. LLC (and the shares of the Issuer’s Class B Common Stock relating thereto) held by the ICONIQ V Funds, which represents approximately 21.4% of the outstanding Class A Common Stock as calculated based on Rule 13d-3 of the Securities Exchange Act of 1934. The percent of class was calculated based on (i) 65,583,288 shares of Class A Common Stock outstanding as of December 3, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 3, 2021, plus (ii) the Common Units of Enfusion Ltd. LLC (and the shares of the Issuer’s Class B Common Stock relating thereto) held by the reporting person as of December 31, 2021, which are treated as converted into Class A Common Stock only for the purpose of computing the reporting person’s beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.


CUSIP No. 292812104		SCHEDULE 13G		Page 13 of 15 Pages


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


	Number of Class A Common Stock
Reporting Person	(i)		(ii)		(iii)		(iv)
ISP V-B EF		7,748,000		0		7,748,000		0
ISP V EF		5,030,000		0		5,030,000		0
ICONIQ V		5,568,887		0		5,568,887		0
ICONIQ V-B		722,707		0		722,707		0
ICONIQ V GP		14,039,594		0		14,039,594		0
ICONIQ V Parent GP		14,039,594		0		14,039,594		0
Makan		14,039,594		0		14,039,594		0
Griffith		14,039,594		0		14,039,594		0
Jacobson		14,039,594		0		14,039,594		0

(i)	Sole power to vote or direct the vote

(ii)	Shared power to vote or to direct the vote

(iii)

Sole power to dispose or to direct the disposition of

(iv)	Shared power to dispose or to direct the disposition of

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ☐

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

The Reporting Persons expressly disclaim membership in a “group” as used in Rule 13d-5(b)(1)..

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certification.

Not applicable.


CUSIP No. 292812104		SCHEDULE 13G		Page 14 of 15 Pages

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.


Date: February 14, 2022

ICONIQ V-B EF LP, a Delaware limited partnership

By: ICONIQ Strategic Partners V GP, L.P., a
Cayman Islands Exempted limited partnership, its General Partner

By: ICONIQ Strategic Partners V TT GP, Ltd, a
Cayman Islands exempted company, its General Partner

By:		/s/ Kevin Foster
Name: Kevin Foster
Title: Authorized Person

ICONIQ V Main Fund LLC, a Delaware limited liability company

By: ICONIQ Strategic Partners V, L.P., a
Cayman Islands Exempted limited partnership, its General Partner

By: ICONIQ Strategic Partners V GP, L.P., a
Cayman Islands Exempted limited partnership, its General Partner

By: ICONIQ Strategic Partners V TT GP, Ltd, a
Cayman Islands exempted company, its General Partner

By:		/s/ Kevin Foster
Name: Kevin Foster
Title: Authorized Person

ICONIQ Strategic Partners V, L.P. a
Cayman Islands Exempted limited partnership

By: ICONIQ Strategic Partners V GP, L.P., a
Cayman Islands Exempted limited partnership, its General Partner

By: ICONIQ Strategic Partners V TT GP, Ltd, a
Cayman Islands exempted company, its General Partner

By:		/s/ Kevin Foster
Name: Kevin Foster
Title: Authorized Person

ICONIQ Strategic Partners V-B, L.P. a
Cayman Islands Exempted limited partnership


CUSIP No. 292812104		SCHEDULE 13G		Page 15 of 15 Pages



By: ICONIQ Strategic Partners V GP, L.P., a
		Cayman Islands Exempted limited partnership, its General Partner

By: ICONIQ Strategic Partners V TT GP, Ltd, a
		Cayman Islands exempted company, its General Partner

By:		/s/ Kevin Foster
Name:		Kevin Foster
Title:		Authorized Person

ICONIQ Strategic Partners V GP, L.P., a
Cayman Islands Exempted limited partnership

By: ICONIQ Strategic Partners V TT GP, Ltd, a
		Cayman Islands exempted company, its General Partner

By:		/s/ Kevin Foster
Name:		Kevin Foster
Title:		Authorized Person

ICONIQ Strategic Partners V TT GP, Ltd, a
Cayman Islands exempted company

By:		/s/ Kevin Foster
Name:		Kevin Foster
Title:		Authorized Person

/s/ Divesh Makan
Divesh Makan

/s/ William J.G. Griffith
William J.G. Griffith

/s/ Matthew Jacobson
Matthew Jacobson

NAMES OF REPORTING PERSONS

ISP V-B EF LP

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐ (b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware