SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 7)*
SHOPIFY INC.
(Name of Issuer)
CLASS A SUBORDINATE VOTING SHARES
(Title and Class of Securities)
82509L107
(CUSIP Number)
DECEMBER 31, 2022
(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)
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 (the “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).
(Continued on following pages)
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CUSIP No. 82509L107
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Schedule 13G/A
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1
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NAME OF REPORTING PERSON
TOBIAS LÜTKE
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(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
CANADIAN
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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
12,730,562 (1)
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6
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SHARED VOTING POWER
67,634,192 (2)
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7
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SOLE DISPOSITIVE POWER
12,730,562 (1)
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8
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SHARED DISPOSITIVE POWER
67,634,192 (2)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
80,364,754 (1)(2)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES ☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.3% (3)
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12
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TYPE OF REPORTING PERSON
IN
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(1) |
Consists of 296,170
Class A subordinate voting shares, 11,619,770 Class B multiple
voting shares beneficially owned by Tobias Lütke and 814,622 Class
A subordinate voting shares which Tobias Lütke has the right to
acquire within 60 days after December 31, 2022 upon the exercise of
stock options. Each Class B multiple voting share is convertible at
the holder's option at any time into one Class A subordinate voting
share.
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(2) |
Consists of 335,442
Class A subordinate voting shares held by 7910240 Canada Inc.,
which Tobias Lütke is deemed to beneficially own, and 67,298,750
Class B multiple voting shares held by 7910240 Canada Inc., which
Tobias Lütke is deemed to beneficially own. Each Class B
multiple voting share is convertible at the holder's option at any
time into one Class A subordinate voting share.
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(3) |
Based on 1,195,697,614
Class A subordinate voting shares outstanding as of December 31,
2022 and the aggregate number of Class A subordinate voting shares
that Tobias Lütke may acquire within 60 days of December 31, 2022
through the conversion of Class B multiple voting shares or the
exercise of stock options exercisable into Class A subordinate
voting shares.
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CUSIP No. 82509L107
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Schedule 13G/A
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1
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NAME OF REPORTING PERSON
7910240 Canada Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(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
CANADA
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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
67,634,192 (1)
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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
67,634,192 (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
67,634,192 (1)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES ☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.4% (2)
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12
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TYPE OF REPORTING PERSON
CO
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(1) |
Consists of 335,442
Class A subordinate voting shares and 67,298,750 Class B multiple
voting shares, in each case held by 7910240 Canada Inc.
Tobias Lütke owns all equity interests in 7910240 Canada Inc.
Each Class B multiple voting share is convertible at the holder's
option at any time into one Class A subordinate voting share.
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(2) |
Based on 1,195,697,614
Class A subordinate voting shares outstanding as of December 31,
2022 and the aggregate number of Class B multiple voting shares
held by 7910240 Canada Inc.
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CUSIP No. 82509L107
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Schedule 13G/A
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Item 1.
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(a) |
The name of the issuer
is Shopify Inc. (the "Issuer").
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(b) |
The Issuer's principal
executive offices are located at:
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151
O’CONNOR STREET, GROUND FLOOR
OTTAWA, ONTARIO, CANADA K2P 2L8
Item 2.
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(a) |
The names of the
persons (collectively, the "Reporting Persons") filing this
Schedule 13G/A (this "Statement") are:
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Tobias Lütke
7910240 Canada Inc.
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(b) |
The principal business office for each of the Reporting Persons
is
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151
O’CONNOR STREET, GROUND FLOOR
OTTAWA, ONTARIO, CANADA K2P 2L8
CANADIAN
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(d) |
This Statement relates
to the Class A subordinate voting shares of the Issuer.
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(e) |
The CUSIP Number of
the Class A subordinate voting shares is 82509L107.
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Not
applicable.
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CUSIP No. 82509L107
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Schedule 13G/A
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(a) |
Amount beneficially
owned: See Item 9 of each cover page.
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(b) |
Percent of Class:
See Item 11 of each cover page.
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(c) |
Number of shares as to
which such person has:
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(i) |
Sole power to vote or
to direct the vote:
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See Item 5 of each cover page.
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(ii) |
Shared power to vote
or to direct the vote of shares:
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See Item 6 of each cover page.
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(iii) |
Sole power to dispose
or to direct the disposition of shares:
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See Item 7 of each cover page.
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(iv) |
Shared power to
dispose or to direct the disposition of shares:
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See Item 8 of each cover page.
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Item 5. |
Ownership of 5 Percent or Less of a Class.
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Not
Applicable.
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Item 6. |
Ownership of More than 5 Percent on Behalf of Another Person.
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Not
Applicable.
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Item 7. |
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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CUSIP No. 82509L107
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Schedule 13G/A
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Item 8. |
Identification and Classification of Members of a Group.
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Not
Applicable.
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Item 9. |
Notice of Dissolution of Group.
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Not
Applicable.
Not
Applicable.
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CUSIP No. 82509L107
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Schedule 13G/A
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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, 2023
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TOBIAS LÜTKE
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/s/ Tobias Lütke
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7910240 CANADA INC.
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By:
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/s/ Tobias Lütke
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Name:
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Tobias Lütke
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Title:
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Director
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CUSIP No. 82509L107
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Schedule 13G/A
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EXHIBIT INDEX TO SCHEDULE 13G/A
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Exhibit 1 |
Joint Filing
Agreement, dated February 10, 2023, by and among Tobias Lütke and
7910240 Canada Inc.
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