Filing Details
- Accession Number:
- 0001011438-21-000025
- Form Type:
- 13G Filing
- Publication Date:
- 2021-01-11 16:02:52
- Filed By:
- Lynrock Lake
- Company:
- Absolute Software Corp
- Filing Date:
- 2021-01-11
- SEC Url:
- 13G Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Lynrock Lake | 5,719,999 | 0 | 5,719,999 | 0 | 5,719,999 | 11.7% |
| Lynrock Lake Partners | 5,719,999 | 0 | 5,719,999 | 0 | 5,719,999 | 11.7% |
| Cynthia Paul | 5,719,999 | 0 | 5,719,999 | 0 | 5,719,999 | 11.7% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Absolute Software Corporation
(Name of Issuer)
Common Shares, no par value per share
(Title of Class of Securities)
00386B109
(CUSIP Number)
December 31, 2020
(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 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.: 00386B109
| | | | |
| 1 | NAME OF REPORTING PERSON Lynrock Lake LP | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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 5,719,999 | |
| 6 | SHARED VOTING POWER 0 | ||
| 7 | SOLE DISPOSITIVE POWER 5,719,999 | ||
| 8 | SHARED DISPOSITIVE POWER 0 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,719,999 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11.7% (1) | ||
| 12 | TYPE OF REPORTING PERSON PN, IA | ||
(1) Based on 49,002,372 Common Shares of Absolute Software Corporation (the "Issuer") outstanding as of October 30, 2020, as reported in Exhibit 99.1 to the Issuer’s Form 6-K filed with the Securities and Exchange
Commission ("SEC") on November 17, 2020.
CUSIP No.: 00386B109
| | | | |
| 1 | NAME OF REPORTING PERSON Lynrock Lake Partners LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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 5,719,999 | |
| 6 | SHARED VOTING POWER 0 | ||
| 7 | SOLE DISPOSITIVE POWER 5,719,999 | ||
| 8 | SHARED DISPOSITIVE POWER 0 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,719,999 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11.7% (1) | ||
| 12 | TYPE OF REPORTING PERSON OO, HC | ||
(1) Based on 49,002,372 Common Shares of the Issuer outstanding as of October 30, 2020, as reported in Exhibit 99.1 to the Issuer’s Form 6-K filed with the SEC on November 17, 2020.
CUSIP No.: 00386B109
| | | | |
| 1 | NAME OF REPORTING PERSON Cynthia Paul | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 5,719,999 | |
| 6 | SHARED VOTING POWER 0 | ||
| 7 | SOLE DISPOSITIVE POWER 5,719,999 | ||
| 8 | SHARED DISPOSITIVE POWER 0 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,719,999 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11.7% (1) | ||
| 12 | TYPE OF REPORTING PERSON IN, HC | ||
(1) Based on 49,002,372 Common Shares of the Issuer outstanding as of October 30, 2020, as reported in Exhibit 99.1 to the Issuer’s Form 6-K filed with the SEC on November 17, 2020.
CUSIP No.: 00386B109
| | | |
| ITEM 1(a). | NAME OF ISSUER: | |
| | | |
| | Absolute Software Corporation (the "Issuer") | |
| | | |
| ITEM 1(b). | ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: | |
| | | |
| | Suite 1400 Four Bentall Centre, 1055 Dunsmuir Street Vancouver, British Columbia V7X 1K8 Canada | |
| | | |
| ITEM 2(a). | NAME OF PERSON FILING: | |
| | | |
| | Lynrock Lake LP Lynrock Lake Partners LLC Cynthia Paul | |
| | | |
| ITEM 2(b). | ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: | |
| | 2 International Drive, Suite 130 Rye Brook, NY 10573 | |
| | | |
| ITEM 2(c). | CITIZENSHIP: | |
| | | |
| | Lynrock Lake LP – Delaware Lynrock Lake Partners LLC – Delaware Cynthia Paul – United States | |
| | | |
| ITEM 2(d). | TITLE OF CLASS OF SECURITIES: | |
| | | |
| | Common Shares, no par value per share ("Common Shares") | |
| | | |
| ITEM 2(e). | CUSIP NUMBER: | |
| | | |
| | 00386B109 | |
| ITEM 3. | IF THIS STATEMENT IS FILED PURSUANT TO SECTION 240.13d-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 (15 U.S.C. 78c); |
| | |
| | (b) [ ] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); |
| | |
| | (c) [ ] Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); |
| | |
| | (d) [ ] Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8); |
| | |
| | (e) [X] An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E); |
| | |
| | (f) [ ] An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F); |
| | |
| | (g) [X] A parent holding company or control person in accordance with 240.13d-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 (15 U.S.C. 80a-3); |
| | |
| | (j) [ ] A non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J); |
| | |
| | (k) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(K). |
| 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. | |
| | | |
| | (a) | Amount beneficially owned as of December 31, 2020: |
| | | Lynrock Lake LP – 5,719,999 Lynrock Lake Partners LLC – 5,719,999 Cynthia Paul – 5,719,999 |
| | | |
| | (b) | Percent of class as of December 31, 2020: |
| | | Lynrock Lake LP – 11.7% Lynrock Lake Partners LLC – 11.7% Cynthia Paul – 11.7% |
| | | |
| | (c) | Number of shares as to which the person has: |
| | | |
| | | (i) Sole power to vote or to direct the vote: |
| | | Lynrock Lake LP – 5,719,999 Lynrock Lake Partners LLC – 5,719,999 Cynthia Paul – 5,719,999 |
| | | |
| | | (ii) Shared power to vote or to direct the vote: |
| | | Lynrock Lake LP – 0 Lynrock Lake Partners LLC – 0 Cynthia Paul – 0 |
| | | |
| | | (iii) Sole power to dispose or to direct the disposition of: |
| | | Lynrock Lake LP – 5,719,999 Lynrock Lake Partners LLC – 5,719,999 Cynthia Paul – 5,719,999 |
| | | |
| | | (iv) Shared power to dispose or to direct the disposition of: |
| | | Lynrock Lake LP – 0 Lynrock Lake Partners LLC – 0 Cynthia Paul – 0 |
| As of December 31, 2020, Lynrock Lake Master Fund LP ("Lynrock Lake Master") directly held 5,719,999 Common Shares. Lynrock Lake LP (the "Investment Manager") is the investment manager of Lynrock Lake Master, and
pursuant to an investment management agreement, the Investment Manager has been delegated full voting and investment power over securities of the Issuer held by Lynrock Lake Master. Cynthia Paul, the Chief Investment Officer of the
Investment Manager and Sole Member of Lynrock Lake Partners LLC, the general partner of the Investment Manager, may be deemed to exercise voting and investment power over securities of the Issuer held by Lynrock Lake Master. |
| 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: |
| | |
| | As disclosed in Item 4 of this Schedule 13G, Lynrock Lake Master directly holds 5,719,999 Common Shares. Certain feeder funds that invest in Lynrock Lake Master may have the right to receive dividends from, and
proceeds from, the sale of Common Shares directly held by Lynrock Lake Master. |
| | |
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: |
| | |
| | Not applicable. |
| | |
| 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 I certify that, to the best of my 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.
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: January 11, 2021
| | | | |
| | LYNROCK LAKE LP By: Lynrock Lake Partners, LLC, its general partner | | |
| | | | |
| | By: | /s/ Cynthia Paul | |
| | Name: | Cynthia Paul | |
| | Title: | Sole Member | |
| | | | |
| | | | |
| | LYNROCK LAKE PARTNERS LLC | | |
| | | | |
| | By: | /s/ Cynthia Paul | |
| | Name: | Cynthia Paul | |
| | Title: | Sole Member | |
| | | | |
| | /s/ Cynthia Paul | | |
| | CYNTHIA PAUL | | |
EXHIBIT 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G,
dated January 11, 2021 (including amendments thereto) with respect to the Common Shares, no par value per share, of Absolute Software Corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement. The undersigned acknowledge
that each shall be responsible for the timely filing of any amendments to such joint filing and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness
and accuracy of the information concerning the other.
| | | | |
| | LYNROCK LAKE LP By: Lynrock Lake Partners, LLC, its general partner | | |
| | | | |
| | By: | /s/ Cynthia Paul | |
| | Name: | Cynthia Paul | |
| | Title: | Sole Member | |
| | | | |
| | | | |
| | LYNROCK LAKE PARTNERS LLC | | |
| | | | |
| | By: | /s/ Cynthia Paul | |
| | Name: | Cynthia Paul | |
| | Title: | Sole Member | |
| | | | |
| | /s/ Cynthia Paul | | |
| | CYNTHIA PAUL | | |