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 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
MariaDB plc
(Name of Issuer)
Ordinary Shares, $0.01 nominal value per share
(Title of Class of Securities)
G5920M100
(CUSIP Number)
|
Murat Akuyev, General Counsel Runa Capital, Inc. 459 Hamilton Ave, Ste. 306 Palo Alto, CA 94301 646.629.9838 |
Kevin Sullivan Heidi Steele McDermott Will & Emery LLP 444 West Lake Street, Suite 4000 Chicago, IL 60606 312.371.2000 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
September 26, 2023
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ☒
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d -7 for other parties to whom copies are to be sent.
| * | 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 disclosures provided in a prior cover page. |
The information required on 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).
SCHEDULE 13D/A
| CUSIP No. G5920M100 | Page 2 of 10 Pages | |
| 1 | NAME OF REPORTING PERSON. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) | ||||||
| Runa Capital Fund II, L.P. | |||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | (a) | ☐ | ||||
| (b) | ☒ | ||||||
| 3 | SEC USE ONLY | ||||||
| 4 | SOURCE OF FUNDS (See Instructions) | ||||||
| PF | |||||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||
| Cayman Islands | |||||||
| 7 | SOLE VOTING POWER | ||||||
| NUMBER | |||||||
| OF | 0 | ||||||
| SHARES | 8 | SHARED VOTING POWER | |||||
| BENEFICIALLY | |||||||
| OWNED | 2,557,043 | ||||||
| BY | 9 | SOLE DISPOSITIVE POWER | |||||
| EACH | |||||||
| REPORTING | 0 | ||||||
| PERSON | 10 | SHARED DISPOSITIVE POWER | |||||
| WITH | |||||||
| 2,557,043 | |||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||
| 2,557,043 | |||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||
| 3.8%(1) | |||||||
| 14 | TYPE OF REPORTING PERSON (See Instructions) | ||||||
| PN | |||||||
| 1 | Based on 67,705,445 ordinary shares, nominal value $0.01 per share (“Ordinary Shares”), outstanding as of August 31, 2023, as disclosed in Exhibit 99.1 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on September 18, 2023. |
| CUSIP No. G5920M100 | Page 3 of 10 Pages | |
| 1 | NAME OF REPORTING PERSON. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) | ||||||
| Runa Capital II (GP) | |||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | (a) | ☐ | ||||
| (b) | ☒ | ||||||
| 3 | SEC USE ONLY | ||||||
| 4 | SOURCE OF FUNDS (See Instructions) | ||||||
| PF | |||||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||
| Cayman Islands | |||||||
| 7 | SOLE VOTING POWER | ||||||
| NUMBER | |||||||
| OF | 0 | ||||||
| SHARES | 8 | SHARED VOTING POWER | |||||
| BENEFICIALLY | |||||||
| OWNED | 2,557,043 | ||||||
| BY | 9 | SOLE DISPOSITIVE POWER | |||||
| EACH | |||||||
| REPORTING | 0 | ||||||
| PERSON | 10 | SHARED DISPOSITIVE POWER | |||||
| WITH | |||||||
| 2,557,043 | |||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||
| 2,557,043 | |||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||
| 3.8%1 | |||||||
| 14 | TYPE OF REPORTING PERSON (See Instructions) | ||||||
| OO (Cayman Islands exempted company) | |||||||
| 1 | Based on 67,705,445 Ordinary Shares outstanding as of August 31, 2023, as disclosed in Exhibit 99.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on September 18, 2023. |
| CUSIP No. G5920M100 | Page 4 of 10 Pages | |
| 1 | NAME OF REPORTING PERSON. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) | ||||||
| Runa Capital Opportunity Fund I, L.P. | |||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | (a) | ☐ | ||||
| (b) | ☒ | ||||||
| 3 | SEC USE ONLY | ||||||
| 4 | SOURCE OF FUNDS (See Instructions) | ||||||
| PF | |||||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||
| Cayman Islands | |||||||
| 7 | SOLE VOTING POWER | ||||||
| NUMBER | |||||||
| OF | 0 | ||||||
| SHARES | 8 | SHARED VOTING POWER | |||||
| BENEFICIALLY | |||||||
| OWNED | 1,992,618 | ||||||
| BY | 9 | SOLE DISPOSITIVE POWER | |||||
| EACH | |||||||
| REPORTING | 0 | ||||||
| PERSON | 10 | SHARED DISPOSITIVE POWER | |||||
| WITH | |||||||
| 1,992,618 | |||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||
| 1,992,618 | |||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||
| 2.9%1 | |||||||
| 14 | TYPE OF REPORTING PERSON (See Instructions) | ||||||
| PN | |||||||
| 1 | Based on 67,705,445 Ordinary Shares outstanding as of August 31, 2023, as disclosed in Exhibit 99.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on September 18, 2023. |
| CUSIP No. G5920M100 | Page 5 of 10 Pages | |
| 1 | NAME OF REPORTING PERSON. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) | ||||||
| Runa Capital Opportunity I (GP) | |||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | (a) | ☐ | ||||
| (b) | ☒ | ||||||
| 3 | SEC USE ONLY | ||||||
| 4 | SOURCE OF FUNDS (See Instructions) | ||||||
| PF | |||||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||
| Cayman Islands | |||||||
| 7 | SOLE VOTING POWER | ||||||
| NUMBER | |||||||
| OF | 0 | ||||||
| SHARES | 8 | SHARED VOTING POWER | |||||
| BENEFICIALLY | |||||||
| OWNED | 2,711,969 | ||||||
| BY | 9 | SOLE DISPOSITIVE POWER | |||||
| EACH | |||||||
| REPORTING | 0 | ||||||
| PERSON | 10 | SHARED DISPOSITIVE POWER | |||||
| WITH | |||||||
| 2,711,969 | |||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||
| 2,711,969 | |||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||
| 4.0%1 | |||||||
| 14 | TYPE OF REPORTING PERSON (See Instructions) | ||||||
| OO (Cayman Islands exempted company) | |||||||
| 1 | Based on 67,705,445 Ordinary Shares outstanding as of August 31, 2023, as disclosed in Exhibit 99.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on September 18, 2023. |
| CUSIP No. G5920M100 | Page 6 of 10 Pages | |
| 1 | NAME OF REPORTING PERSON. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) | ||||||
| Runa Ventures I Limited | |||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | (a) | ☐ | ||||
| (b) | ☒ | ||||||
| 3 | SEC USE ONLY | ||||||
| 4 | SOURCE OF FUNDS (See Instructions) | ||||||
| PF | |||||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||
| Bermuda | |||||||
| 7 | SOLE VOTING POWER | ||||||
| NUMBER | |||||||
| OF | 0 | ||||||
| SHARES | 8 | SHARED VOTING POWER | |||||
| BENEFICIALLY | |||||||
| OWNED | 719,351 | ||||||
| BY | 9 | SOLE DISPOSITIVE POWER | |||||
| EACH | |||||||
| REPORTING | 0 | ||||||
| PERSON | 10 | SHARED DISPOSITIVE POWER | |||||
| WITH | |||||||
| 719,351 | |||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||
| 719,351 | |||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||
| 1.1%1 | |||||||
| 14 | TYPE OF REPORTING PERSON (See Instructions) | ||||||
| OO (Bermuda company) | |||||||
| 1 | Based on 67,705,445 Ordinary Shares outstanding as of August 31, 2023, as disclosed in Exhibit 99.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on September 18, 2023. |
| CUSIP No. G5920M100 | Page 7 of 10 Pages | |
Item 1. Security and Issuer
This Amendment No. 4 (the “Amendment”) hereby amends the Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on September 12, 2023 (the “Original Schedule 13D”), as amended by Amendment No. 1 to the Original Schedule 13D filed by the Reporting Persons with the SEC on September 18, 2023 (the “Amendment No. 1”), Amendment No. 2 to the Original Schedule 13D filed by the Reporting Persons with the SEC on September 21, 2023 (“Amendment No. 2”) and Amendment No. 3 to the Original Schedule 13D filed by the Reporting Persons with the SEC on September 25, 2023 (the “Amendment No. 3”, and together with the Amendment, Amendment No. 1 and Amendment No. 2, the “Schedule 13D”). The Amendment relates to the ordinary shares (the “Ordinary Shares”) of MariaDB plc (t he “Issuer” or the “Company”). The address of the Issuer is 699 Veterans Blvd., Redwood City, CA 94063 and its jurisdiction of incorporation is Ireland. The Reporting Persons previously reported their beneficial ownership of Ordinary Shares on a Schedule 13G filed with the Securities and Exchange Commission on February 7, 2023. The Reporting Persons have filed this Schedule 13D to provide the flexibility to potentially engage in the future in one or more of the activities described below in Item 4. Capitalized terms used but not defined herein have the meanings given to such terms in the Schedule 13D. Except as set forth herein, the Schedule 13D is unmodified.
Item 4. Purpose of the Transaction
Item 4 of the Schedule 13D is amended to add the following:
On September 28, 2023, the Reporting Persons made a statement regarding corporate governance concerns at MariaDB and further steps the Reporting Persons may take to effect strategic change at MariaDB (the “EGM Statement”), including calling an extraordinary general meeting (the “EGM”). The Reporting Persons are considering calling an EGM of the Issuer to discuss their concerns in relation to the management of the Company and its strategic direction. In an announcement filed hereto as Exhibit 99.6, the Reporting Person invited discussion with the shareholders of the Company who share the Reporting Persons’ concerns and are prepared to join the Reporting Persons in requisitioning an EGM. The Reporting Person noted that such an EGM could also consider resolutions to remove certain directors of the Company and/or to remove or restrict the ability of the Board to issue new shares.
On September 26, 2023, in connection with the Reporting Persons’ Possible Offer, the Reporting Persons made a further statement regarding the Possible Offer to announce additional terms and conditions (as corrected in its entirety by a correction notice to such statement issued on September 27, 2023, the “Announcement”) to the Commitment Letter issued to the board of directors of the MariaDB on September 24, 2023, which was previously filed as Exhibit 99.5 to Amendment No. 3 to the Original Schedule 13D.
In connection with the Possible Offer, on September 26, 2023, the Reporting Persons also made an Opening Position Disclosure under Rule 8.1(a) and (b) of the Irish Takeover Rules (the “Opening Position Disclosure”), which discloses the Reporting Persons’ ownership position in the Company.
The foregoing descriptions of the EGM Statement, the Announcement and the Opening Position Disclosure are qualified in their entirety by reference to the full text of the EGM Statement, the Announcement and the Opening Position Disclosure, copies of which are attached hereto as Exhibit 99.6, Exhibit 99.7 and Exhibit 99.8, respectively, to this Amendment and are incorporated herein by reference.
There can be no assurance that a definitive agreement with respect to the Possible Offer will be executed or, if executed, whether any transaction with respect to the Possible Offer will be consummated. There is also no certainty as to whether, or when, the Issuer may respond to the Possible Offer, or as to the timetable for execution of any definitive agreement. Neither the Offer nor this Schedule 13D is meant to be, nor should be construed as, an offer to buy or the solicitation of an offer to sell any of the Issuer’s securities under U.S. securities laws.
| CUSIP No. G5920M100 | Page 8 of 10 Pages | |
The Reporting Persons may, directly or indirectly, take such additional steps as they may deem appropriate to further the Possible Offer.
The Reporting Persons and their respective representatives may engage, from time to time, in discussions with the Issuer’s management and/or the Issuer’s board of directors of (the “Board”), including any special committees of the Board, and/or their respective advisors, regarding, among other things, the Issuer’s business, strategies, management, governance, operations, performance, financial matters, capital structure, corporate expenses, financings, status of projects, market positioning and strategic and other transactions (including transactions involving one or more of the Reporting Persons and/or their respective affiliates and/or portfolio companies and/or other stockholders of the Issuer), and may engage and/or intend to engage, from time to time, in discussions with other current or prospective holders of Ordinary Shares and/or other equity, debt, notes, instruments or securities, or rights convertible into or exchangeable or exercisable for Ordinary Shares or such other equity, debt, notes, instruments or securities, of the Issuer (collectively, “Securities”), industry analysts, research analysts, rating agencies, existing or potential strategic partners, acquirers or competitors, financial sponsors, investment firms, investment professionals, capital and potential capital sources (including co-investors), shareholders, providers of letters of credit and surety bonds, operators, financial, and other consultants and advisors and other third parties regarding such matters (in each case, including with respect to providing or potentially providing capital to the Issuer or to existing or potential strategic partners or acquirers of the Issuer, including in connection with an acquisition or other strategic transaction involving one or more of the Reporting Persons and/or their respective affiliates and/or portfolio companies and/or other stockholders of the Issuer) as well as other matters set forth in clauses (a)-(j) of Item 4 of Schedule 13D. These discussions may encompass a broad range of matters relating to the Issuer, including, among other things, the Issuer’s business, operations, finances, financings, management, organizational documents, ownership, capital and corporate structure, dividend policy, corporate governance, the Board and committees thereof, management and director incentive programs, strategic alternatives and transactions, including the sale of the Issuer, its Securities or one or more of its subsidiaries or their respective businesses or assets or a business combination or other strategic transaction involving the Issuer or one or more of its subsidiaries (and potentially involving one or more of the Reporting Persons and/or their respective affiliates and/or portfolio companies and/or other shareholders of the Issuer), and any regulatory or legal filings, clearances, approvals or waivers, or Issuer or Board consents, relating to the foregoing. The Reporting Persons may exchange information with the Issuer or other persons or entities pursuant to confidentiality or similar agreements and may enter into expense reimbursement agreements with the Issuer and others. The Reporting Persons intend to consider, explore and develop plans, make proposals and negotiate agreements with respect to or relating to, among other things, the foregoing matters and may take other steps seeking to bring about changes with respect to the Issuer as well as pursue other plans or proposals that relate to or could result in any of the matters set forth in clauses (a)-(j) of Item 4 of Schedule 13D. The Reporting Persons may also take steps to explore or prepare for various plans, proposals or actions, or propose transactions, regarding any of the foregoing matters, before forming an intention to engage in any such plans, proposals or actions or proceed with any such transactions.
| CUSIP No. G5920M100 | Page 9 of 10 Pages | |
The Reporting Persons intend to review their investment in the Issuer on an ongoing basis. Depending on various factors, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate, including the actions and matters described in the preceding paragraph, acquiring, or causing to be acquired, additional Securities, including taking a control position in one or more of the Securities, or disposing of, or causing to be disposed, some or all of the Securities beneficially owned by them, in the public market, in privately negotiated transactions or otherwise, modifying or seeking to modify the terms of any Securities held by them, including through refinancing such Securities, entering into derivatives transactions and other agreements or instruments that increase or decrease the Reporting Persons’ economic exposure with respect to their investment in the Issuer, forming joint ventures with the Issuer or with third parties with respect to the Issuer, its assets or Securities or its subsidiaries, providing debt or equity financing or other forms of capital to the Issuer or to potential strategic partners or acquirers of the Issuer, pledging their interest in Securities as a means of obtaining liquidity or as credit support for loans or other extensions of credit, entering into strategic or other transactions involving the Issuer, its assets or Securities or its subsidiaries or their assets and one or more of the Reporting Persons and/or their affiliates and/or portfolio companies and/or other shareholders of the Issuer, including transactions involving a take-private transaction of the Issuer or acquisition by the Issuer or its subsidiaries of all or a portion of the securities or assets of a portfolio company of the Reporting Persons and/or their affiliates, or forming, making or undertaking other purposes, plans or proposals regarding the Issuer or any of its Securities or its subsidiaries, businesses or assets. If the Reporting Persons were to acquire additional Securities, the Reporting Persons’ ability to influence the Issuer’s management, the Board or the policies of the Issuer may increase.
Except as set forth above, the Reporting Persons have no present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. However, the Reporting Persons reserve the right to change their plans at any time, as they deem appropriate, and in light of their ongoing evaluation of numerous factors, including, among other things, the price levels of the Ordinary Shares, general market and economic conditions, ongoing evaluation of the Issuer’s business, financial condition, operations and prospects, the relative attractiveness of alternative business and investment opportunities, Reporting Persons’ need for liquidity, and other future developments.
Item 7. Materials to be Filed as Exhibits
SCHEDULE 13D/A
| CUSIP No. G5920M100 | Page 10 of 10 Pages | |
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this Amendment to the Statement on Schedule 13D is true, complete and correct.
| September 29, 2023 | ||
| Runa Capital Fund II, L.P. | ||
| By: Runa Capital II (GP) | ||
| (General Partner) | ||
| By: | /s/ Gary Carr | |
| Name: | Gary Carr | |
| Title: | Director | |
| Runa Capital II (GP) | ||
| By: | /s/ Gary Carr | |
| Name: | Gary Carr | |
| Title: | Director | |
| Runa Capital Opportunity Fund I, L.P. | ||
| By: Runa Capital Opportunity I (GP) | ||
| (General Partner) | ||
| By: | /s/ Gary Carr | |
| Name: | Gary Carr | |
| Title: | Director | |
| Runa Capital Opportunity I (GP) | ||
| By: | /s/ Gary Carr | |
| Name: | Gary Carr | |
| Title: | Director | |
| Runa Ventures I Limited | ||
| By: Runa Capital Opportunity I (GP) | ||
| (Managing Shareholder) | ||
| By: | /s/ Gary Carr | |
| Name: | Gary Carr | |