Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

 

 

Duck Creek Technologies, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

264120 106

(CUSIP Number)

Mark Babbe

Disco (Guernsey) Holdings L.P. Inc.

PO Box 656, East Wing, Trafalgar Court

Les Banques

St Peter Port, Guernsey GY1 3PP

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 13, 2020

(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 § 240.13d-1(e), 240.13d-1(f) or 240.13d-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(b) for other parties to whom copies are to be sent.

 

 

 

*	The remainder of this cover page shall be filled out for a reporting persons 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).

 

 

 

1		Names of Reporting Persons     Disco (Guernsey) Holdings L.P. Inc.
2		Check the Appropriate Box if a Member of a Group   (a)  ☒        (b)  ☐
3		SEC Use Only
4		Source of Funds     OO
5		Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e):     ☐
6		Citizenship or Place of Organization     Guernsey

Number of Shares   Beneficially   Owned by Each Reporting Person With:				7		Sole Voting Power     0 (see item 5)
				8		Shared Voting Power     64,138,254 (see item 5)
				9		Sole Dispositive Power     0 (see item 5)
				10		Shared Dispositive Power     38,482,952 (see item 5)

11		Aggregate Amount Beneficially Owned by Each Reporting Person     64,138,254 (see item 5)
12		Check if the Aggregate Amount in Row (11) Excludes Certain Shares     ☐
13		Percent of Class Represented by Amount in Row (11)     49.0% (1) (see item 5)
14		Type of Reporting Person     PN

 

(1)	Based on 130,833,050 Common Stock of the Issuer issued and outstanding as of October 31, 2020.

1		Names of Reporting Persons     Disco (Guernsey) GP Co. Limited
2		Check the Appropriate Box if a Member of a Group   (a)  ☒        (b)  ☐
3		SEC Use Only
4		Source of Funds     OO
5		Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e):     ☐
6		Citizenship or Place of Organization     Guernsey

Number of Shares   Beneficially   Owned by Each Reporting Person With:				7		Sole Voting Power     0 (see item 5)
				8		Shared Voting Power     64,138,254 (see item 5)
				9		Sole Dispositive Power     0 (see item 5)
				10		Shared Dispositive Power     38,482,952 (see item 5)

11		Aggregate Amount Beneficially Owned by Each Reporting Person     64,138,254 (see item 5)
12		Check if the Aggregate Amount in Row (11) Excludes Certain Shares     ☐
13		Percent of Class Represented by Amount in Row (11)     49.0% (1) (see item 5)
14		Type of Reporting Person     OO

 

(1)	Based on 130,833,050 Common Stock of the Issuer issued and outstanding as of October 31, 2020.

1		Names of Reporting Persons     Apax VIII GP Co. Limited
2		Check the Appropriate Box if a Member of a Group   (a)  ☒        (b)  ☐
3		SEC Use Only
4		Source of Funds     OO
5		Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e):     ☐
6		Citizenship or Place of Organization     Guernsey

Number of Shares   Beneficially   Owned by Each Reporting Person With:				7		Sole Voting Power     0 (see item 5)
				8		Shared Voting Power     64,138,254 (see item 5)
				9		Sole Dispositive Power     0 (see item 5)
				10		Shared Dispositive Power     38,482,952 (see item 5)

11		Aggregate Amount Beneficially Owned by Each Reporting Person     64,138,254 (see item 5)
12		Check if the Aggregate Amount in Row (11) Excludes Certain Shares     ☐
13		Percent of Class Represented by Amount in Row (11)     49.0 (1) (see item 5)
14		Type of Reporting Person     OO

 

(2)	Based on 130,833,050 Common Stock of the Issuer issued and outstanding as of October 31, 2020.

This Amendment No. 1 (the Amendment) amends and supplements the statement on Schedule 13D (the Original Schedule 13D and, as amended and supplemented by this Amendment, the Schedule 13D) related to the Common Stock of the Issuer. Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D.

Item 5.

Interest in Securities of the Issuer

This Amendment amends and restates the second and third paragraphs of Item 5(a)-(b) of the Original Schedule 13D in their entirety as set forth below:

Disco Holdings and Accenture (as defined below), as parties to the Stockholders Agreement (as defined below), may be deemed part of a group within the meaning of Section 13(d)(3) of the Act. Accordingly, such group collectively may beneficially own 49.0% of the 130,833,050 shares of Common Stock outstanding.

Disco GP, as the general partner of Disco Holdings, and Apax VIII, as the majority shareholder of Disco GP, may be deemed to beneficially own and share the power to vote the 64,138,254 shares of Common Stock, which represents 49.0% of the 130,833,050 shares of Common Stock outstanding.

This Amendment amends and restates the second and third paragraphs of Item 5(c) of the Original Schedule 13D in their entirety as set forth below:

(c) Except as disclosed in Item 6 of this Schedule 13D (which are incorporated herein by reference), none of the Reporting Persons nor, to its knowledge any person listed on Schedule A, effected any transaction in the Common Stock in the past 60 days.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

This Amendment amends and restates the second paragraph under the subheading Stockholders Agreement in Item 6 in its entirety as set forth below:

Pursuant to the terms of the Stockholders Agreement, prior to the closing of the November 2020 Registered Offering, the Accenture Holders had a right to nominate two directors to the Issuers board of directors so long as the Accenture Holders continued to meet certain ownership thresholds. Following the closing of the November 2020 Registered Offering on November 13, 2020, the Accenture Holders owned 19.6% of the Common Stock and, by the terms of the Stockholders Agreement, had the right to nominate only one member of the Issuers board of directors. As a result, Domingo Miron, as one of the directors previously nominated by the Accenture Holders, notified the Issuer that he was resigning from its board, effective as of November 12, 2020. Mr. Mirons resignation from his position as a director was not the result of any disagreements between Mr. Miron and the Issuer on any matters relating to the Issuers operations, policies or practices. Stuart Nicoll continues to serve on the Issuers board of directors as the designee of the Accenture Holders. At its current ownership levels, Disco Holdings is entitled to designate two directors for election to the Issuers board of directors. Jason Wright and Roy Mackenzie continue to serve on the Issuers board of directors as the designees of Disco Holdings.

 

2

Item 7.

Material to be Filed as Exhibits

This Amendment amends and supplements Item 7 of the Original Schedule 13D by adding the following:

The following documents are filed as exhibits:

 

Exhibit No.		Description
5		Lock-up Release, dated as of November 9, 2020, executed by Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters for the IPO.
6		Underwriting Agreement, dated as of November 10, 2020, among the Issuer, Disco Holdings, Accenture LLP, and J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC and BofA Securities, Inc., as representatives of the several underwriters listed in Schedule 1 thereto.

 

4

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: November 20, 2020				Disco (Guernsey) Holdings L.P. Inc.
				By: Disco (Guernsey) GP Co. Limited, its general partner
				/s/ Mark Babbe
						Name:     Mark Babbe
						Title:       Authorized Signatory
				Disco (Guernsey) GP Co. Limited
				/s/ Mark Babbe
						Name:    Mark Babbe
						Title:      Authorized Signatory
				Apax VIII GP Co. Limited
				/s/Mark Despres
						Name:     Mark Despres
						Title:      Authorized Signatory of Apax Partners                Guernsey Limited, the Company                Secretary of Apax VIII GP Co. Limited

[Signature Page to Schedule 13D]

SCHEDULE A

 

Disco (Guernsey) GP Co. Limited
Name		Business Address		Principal Occupation or Employment		Citizenship
Independent Members of Board of Directors
Mark Babbe		PO Box 656, East Wing, Trafalgar Court, Les Banques, St Peter Port Guernsey GY1 3PP		Accountant		British
Gordon Purvis		PO Box 656, East Wing, Trafalgar Court, Les Banques, St Peter Port Guernsey GY1 3PP		Accountant		British
Dieudonne Sebahunde		1-3, Boulevard del Foire L-1528 Luxembourg		Accountant		Belgian

 

A-1

Apax VIII GP Co. Limited
Name		Business Address		Principal Occupation or Employment		Citizenship
Independent Members of Board of Directors
David Staples		Third Floor, Royal Bank Place, 1 Glategny Esplanade St. Peter Port, Guernsey, GY1 2HJ		Non-Executive Director		British
Martin Halusa		Third Floor, Royal Bank Place, 1 Glategny Esplanade St. Peter Port, Guernsey, GY1 2HJ		Non-Executive Director		Austrian
Paul Meader		Third Floor, Royal Bank Place, 1 Glategny Esplanade St. Peter Port, Guernsey, GY1 2HJ		Non-Executive Director		British
Corporate Executive Team
Andrew Guille		Third Floor, Royal Bank Place, 1 Glategny Esplanade St. Peter Port, Guernsey, GY1 2HJ		Investment Professional		British
Simon Cresswell		Third Floor, Royal Bank Place, 1 Glategny Esplanade St. Peter Port, Guernsey, GY1 2HJ		General Counsel		Australian

 

A-2