Amended Statement of Ownership (sc 13g/a)
11 2월 2017 - 7:13AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
SMART
TECHNOLOGIES, INC.
(Name of Issuer)
Common Shares
(Title of
Class of Securities)
83172R207
(CUSIP Number)
December
31, 2016
(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)
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*
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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.
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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, as amended (“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).
Page 1 of 5
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1.
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Names of
Reporting Persons
I.R.S. Identification No. of Above Persons (Entities Only)
Intel Corporation
94-1672743
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(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
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
0
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person*
0
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10.
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions) ☐
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11.
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Percent of Class Represented by Amount
in Row (9)*
0.0%
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12.
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Type of Reporting Person (See
Instructions)
CO
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*
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As disclosed in the Form 6-K filed by the Issuer with the Securities and Exchange Commission on September 22, 2016, the Issuer and Foxconn Technology Group (“Foxconn”) completed a plan of arrangement under the
Business Corporations Act (Alberta) on September 14, 2016 pursuant to which Foxconn acquired all of the issued and outstanding common shares of Issuer. As a result of such transaction, the Reporting Person ceased to be a beneficial owner of the
Issuer’s Common Shares.
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Page 2 of 5
SMART Technologies Inc.
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(b)
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Address of Issuer’s Principal Executive Offices
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(a)
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Name of Person(s) Filing
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(b)
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Address of Principal Business Office or, if none, Residence
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2200 Mission College Boulevard
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Santa Clara, California 95054-1549
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(d)
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Title of Class of Securities
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Item 3.
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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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Not applicable
Page 3 of 5
Provide the following information regarding the aggregate number and percentage of the class
of securities of the issuer identified in Item 1.
(a), (b), and (c)
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Reporting
Persons
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Number of Shares With
Sole Voting and
Dispositive
Power
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Number of Shares With
Shared
Voting
and Dispositive Power
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Aggregate
Number of
Shares
Beneficially Owned
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Percentage
of Class
Beneficially
Owned
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Intel Corporation
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0
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0
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0
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0.0%*
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*
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As disclosed in the Form
6-K
filed by the Issuer with the Securities and Exchange Commission on September 22, 2016, the Issuer and Foxconn Technology Group
(“Foxconn”) completed a plan of arrangement under the Business Corporations Act (Alberta) on September 14, 2016 pursuant to which Foxconn acquired all of the issued and outstanding common shares of Issuer. As a result of such
transaction, the Reporting Person ceased to be a beneficial owner of the Issuer’s Common Shares.
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Item 5.
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Ownership of Five Percent or Less of a Class
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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 ☒.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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Not applicable.
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Item 7.
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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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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group
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Not applicable.
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Item 9.
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Notice of Dissolution of Group
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Not applicable.
Not Applicable.
Page 4 of 5
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.
Dated: February 10, 2017
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INTEL CORPORATION
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By:
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/s/ SUZAN A. MILLER
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Name:
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Suzan A. Miller
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Title:
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Corporate Vice President, Deputy General Counsel and Corporate Secretary
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INTEL CORPORATION
POWER OF ATTORNEY
The undersigned hereby
constitutes and appoints Suzan A. Miller and Steven R. Rodgers, and with full power of substitution, the undersigned’s true and lawful
attorney-in-fact
with full
power to execute and file with the Securities and Exchange Commission and any stock exchange or similar authority, any report required to be filed pursuant to Section 13 of the Securities Exchange Act of 1934 (as amended, the “Act”),
with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto said
attorney-in-fact
the power and
authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said
attorney-in-fact
shall lawfully do or cause to be done by virtue hereof.
This Power of Attorney shall remain in
full force and effect until either revoked in writing by the undersigned or until such time as the person to whom power of attorney has been hereby granted ceases to be an employee of Intel Corporation.
The undersigned has caused this Power of Attorney to be executed as of October 10, 2016.
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INTEL CORPORATION
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By:
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/s/ Robert H. Swan
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Robert H. Swan
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Executive Vice President and Chief Financial Officer
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Page 5 of 5
Smart Technologies Inc. (MM) (NASDAQ:SMT)
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