Form SC 13G - Statement of Beneficial Ownership by Certain Investors
15 11월 2024 - 2:52AM
Edgar (US Regulatory)
CUSIP No: 86800U302
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT
TO § 240.13d-1(b), (c) AND (d) AND
AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2.
(Amendment No. )*
Super
Micro Computer, Inc.
(Name of Issuer)
Common Stock,
$0.001 par value per share
(Title of Class of Securities)
86800U302
(CUSIP Number)
September 30,
2024
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
x |
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 purposes 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: 86800U302
(1) |
Names
of Reporting Persons
G1 Execution Services, LLC |
|
|
(2) |
Check the Appropriate
Box if a Member of a Group (See Instructions) |
|
|
(a) |
¨ |
|
|
(b) |
¨ |
|
|
(3) |
SEC
Use Only |
|
|
(4) |
Citizenship
or Place of Organization
Illinois |
|
|
|
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
(5) |
Sole
Voting Power
7,780 (1) |
|
(6) |
Shared
Voting Power
30,807,190 (1) |
|
(7) |
Sole
Dispositive Power
7,780 (1) |
|
(8) |
Shared
Dispositive Power
30,807,190 (1) |
|
(9) |
Aggregate
Amount Beneficially Owned by Each Reporting Person
30,807,190 (1) |
|
|
(10) |
Check
box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
|
|
(11) |
Percent
of Class Represented by Amount in Row (9)
5.3% |
|
|
(12) |
Type
of Reporting Person (See Instructions)
BD, OO |
|
|
|
|
|
|
|
(1) G1 Execution Services, LLC, Susquehanna Investment Group
and Susquehanna Securities, LLC are affiliated independent broker-dealers which may be deemed a group. For purposes of this report,
we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it
and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting
persons. Each of the reporting persons disclaims beneficial ownership of shares owned directly by another reporting person.
CUSIP No: 86800U302
(1) |
Names
of Reporting Persons
Susquehanna Investment Group |
|
|
(2) |
Check the Appropriate
Box if a Member of a Group (See Instructions) |
|
|
(a) |
¨ |
|
|
(b) |
¨ |
|
|
(3) |
SEC
Use Only |
|
|
(4) |
Citizenship
or Place of Organization
Pennsylvania |
|
|
|
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
(5) |
Sole
Voting Power
966,000 (1) |
|
(6) |
Shared
Voting Power
30,807,190 (1) |
|
(7) |
Sole
Dispositive Power
966,000 (1) |
|
(8) |
Shared
Dispositive Power
30,807,190 (1) |
|
(9) |
Aggregate
Amount Beneficially Owned by Each Reporting Person
30,807,190 (1) |
|
|
(10) |
Check
box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
|
|
(11) |
Percent
of Class Represented by Amount in Row (9)
5.3% |
|
|
(12) |
Type
of Reporting Person (See Instructions)
BD, PN |
|
|
|
|
|
|
|
(1) G1 Execution Services, LLC, Susquehanna Investment Group
and Susquehanna Securities, LLC are affiliated independent broker-dealers which may be deemed a group. For purposes of this report,
we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it
and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting
persons. Each of the reporting persons disclaims beneficial ownership of shares owned directly by another reporting person.
CUSIP No: 86800U302
(1) |
Names
of Reporting Persons
Susquehanna Securities, LLC |
|
|
(2) |
Check the Appropriate
Box if a Member of a Group (See Instructions) |
|
|
(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
29,833,410 (1) |
|
(6) |
Shared
Voting Power
30,807,190 (1) |
|
(7) |
Sole
Dispositive Power
29,833,410 (1) |
|
(8) |
Shared
Dispositive Power
30,807,190 (1) |
|
(9) |
Aggregate
Amount Beneficially Owned by Each Reporting Person
30,807,190 (1) |
|
|
(10) |
Check
box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
|
|
(11) |
Percent
of Class Represented by Amount in Row (9)
5.3% |
|
|
(12) |
Type
of Reporting Person (See Instructions)
BD, OO |
|
|
|
|
|
|
|
(1) G1 Execution Services, LLC, Susquehanna Investment Group
and Susquehanna Securities, LLC are affiliated independent broker-dealers which may be deemed a group. For purposes of this report,
we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it
and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting
persons. Each of the reporting persons disclaims beneficial ownership of shares owned directly by another reporting person.
CUSIP No: 86800U302
Item
1. |
|
(a) |
Name of Issuer
Super Micro Computer, Inc. (the “Company”) |
|
(b) |
Address of Issuer’s Principal Executive Offices
980 Rock Avenue
San Jose, CA 95131 |
|
Item
2(a). |
|
Name of Person Filing
This statement is filed by the entities listed below, who are
collectively referred to herein as “Reporting Persons” with respect to the shares of Class A Common Stock, $0.001
par value per share, of the Company (the “Shares”).
(i) G1
Execution Services, LLC
(ii) Susquehanna
Investment Group
(iii) Susquehanna
Securities, LLC
|
Item
2(b). |
|
Address of Principal Business Office or, if none, Residence
The address of the principal business office of G1 Execution Services,
LLC is:
175 W. Jackson Blvd.
Suite 1700
Chicago, IL 60604
The address of the principal business office of each of Susquehanna
Investment Group and Susquehanna Securities, LLC is:
401 E. City Avenue
Suite 220
Bala Cynwyd, PA 19004
|
Item
2(c). |
|
Citizenship
Citizenship is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference
for each such Reporting Person. |
Item
2(d). |
|
Title
of Class of Securities
Common Stock, $0.001 par value per share |
Item
2(e) |
|
CUSIP Number
86800U302 |
CUSIP No: 86800U302
Item
3. |
If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is
a: |
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|
|
(a) |
x |
Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
|
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(b) |
¨ |
Bank as
defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
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(c) |
¨ |
Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
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(d) |
¨ |
Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
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(e) |
¨ |
An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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(f) |
¨ |
An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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(g) |
¨ |
A
parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
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(h) |
¨ |
A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
|
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|
(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 (15 U.S.C. 80a-3); |
|
|
|
|
|
(j) |
¨ |
A non-U.S.
institution in accordance with § 240.13d–1(b)(1)(ii)(J); |
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(k) |
¨ |
Group,
in accordance with rule 13d–1(b)(1)(ii)(K). |
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If filing
as a non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J), please specify the type of institution: |
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Item
4. |
Ownership
|
Provide the following information regarding
the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
The information required by Items 4(a) - (c) is
set forth in Rows 5 - 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each
such Reporting Person.
The number of Shares reported as beneficially owned
by Susquehanna Investment Group consists of options to buy 966,000 Shares. The number of Shares reported as beneficially owned by
Susquehanna Securities includes options to buy 21,659,000 Shares.
The Company’s Quarterly Report on Form 10-Q,
filed on May 6, 2024, indicates that there were 585,565,270 Shares outstanding as of April 30, 2024, after giving effect
to the Company’s ten-for-one forward split of its issued and outstanding Shares, which became effective on September 30,
2024. |
|
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 person has 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. |
|
CUSIP No: 86800U302
Item 8. |
Identification and Classification
of Members of the Group |
Not
applicable. |
|
Item 9. |
Notice of Dissolution of Group |
Not
applicable. |
Item 10. |
Certification |
By
signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred
to above were acquired and are held in the ordinary course of business and were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect,
other than activities solely in connection with a nomination under § 240.14a-11. |
CUSIP No: 86800U302
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true,
complete, and correct.
Dated: November 14, 2024
G1 EXECUTION SERVICES, LLC |
|
SUSQUEHANNA INVESTMENT GROUP |
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|
|
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By: |
/s/ Brian Sopinsky |
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By: |
/s/ Brian Sopinsky |
Name: |
Brian Sopinsky |
|
|
Name: |
Brian Sopinsky |
Title: |
Secretary |
|
|
Title: |
General Counsel |
SUSQUEHANNA SECURITIES, LLC |
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By: |
/s/ Brian Sopinsky |
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|
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Name: |
Brian Sopinsky |
|
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|
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Title: |
Secretary |
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CUSIP No: 86800U302
EXHIBIT INDEX
CUSIP No: 86800U302
EXHIBIT I
JOINT FILING AGREEMENT
This
will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or
about the date hereof with respect to the beneficial ownership by the undersigned of the Common Stock of Super Micro Computer, Inc.,
$0.001 par value per share, is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named
below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed
in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Dated: November 14, 2024
G1 EXECUTION SERVICES, LLC |
|
SUSQUEHANNA INVESTMENT GROUP |
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|
|
|
|
|
By: |
/s/ Brian Sopinsky |
|
|
By: |
/s/ Brian Sopinsky |
Name: |
Brian Sopinsky |
|
|
Name: |
Brian Sopinsky |
Title: |
Secretary |
|
|
Title: |
General Counsel |
SUSQUEHANNA SECURITIES, LLC |
|
|
|
|
|
|
|
|
By: |
/s/ Brian Sopinsky |
|
|
|
|
Name: |
Brian Sopinsky |
|
|
|
|
Title: |
Secretary |
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Super Micro Computer (NASDAQ:SMCI)
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