Filing Details

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 13G/A

 

INFORMATION TO BE INCLUDED IN STATEMENTS PURSUANT TO RULES 13d-1(b),(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934*

 

(Amendment No. 1)

 

Nuance Communications, Inc.

(Name of Issuer)

 

Common stock, $0.001 par value per share

(Title of Class of Securities)

 

67020Y101
(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:

 

☐ 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 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. 67020Y101				13G	Page 2 of 22 Pages
1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)   Viking Global Investors 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   0
		6	SHARED VOTING POWER   16,382,663
		7	SOLE DISPOSITIVE POWER   0
		8	SHARED DISPOSITIVE POWER   16,382,663
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   16,382,663
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   5.8%
12	TYPE OF REPORTING PERSON   PN

*See Item 4

 

 

CUSIP No. 67020Y101				13G	Page 3 of 22 Pages
1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)   Viking Global Performance 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   0
		6	SHARED VOTING POWER   11,221,002
		7	SOLE DISPOSITIVE POWER   0
		8	SHARED DISPOSITIVE POWER   11,221,002
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   11,221,002
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   4.0%
12	TYPE OF REPORTING PERSON   OO

*See Item 4

 

 

CUSIP No. 67020Y101				13G	Page 4 of 22 Pages
1	NAME OF REPORTING PERSON   I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Viking Global Equities II 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   0
		6	SHARED VOTING POWER   224,420
		7	SOLE DISPOSITIVE POWER   0
		8	SHARED DISPOSITIVE POWER   224,420
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   224,420
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   0.1%
12	TYPE OF REPORTING PERSON*   PN

*See Item 4

 

 

CUSIP No. 67020Y101				13G	Page 5 of 22 Pages
1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)   Viking Global Equities Master Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a) ☐           (b) ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER   0
		6	SHARED VOTING POWER   10,996,582
		7	SOLE DISPOSITIVE POWER   0
		8	SHARED DISPOSITIVE POWER   10,996,582
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   10,996,582
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   3.9%
12	TYPE OF REPORTING PERSON   CO

*See Item 4

 

 

CUSIP No. 67020Y101				13G	Page 6 of 22 Pages
1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)   Viking Long Fund GP 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   0
		6	SHARED VOTING POWER   3,871,246
		7	SOLE DISPOSITIVE POWER   0
		8	SHARED DISPOSITIVE POWER   3,871,246
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   3,871,246
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   1.4%
12	TYPE OF REPORTING PERSON   OO

*See Item 4

 

 

CUSIP No. 67020Y101				13G	Page 7 of 22 Pages
1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)   Viking Long Fund Master Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a) ☐          (b) ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER   0
		6	SHARED VOTING POWER   3,871,246
		7	SOLE DISPOSITIVE POWER   0
		8	SHARED DISPOSITIVE POWER   3,871,246
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   3,871,246
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   1.4%
12	TYPE OF REPORTING PERSON*   CO

*See Item 4

 

 

CUSIP No. 00650F109				13G	Page 8 of 22 Pages
1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)   Viking Global Opportunities GP 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   0
		6	SHARED VOTING POWER   1,290,415
		7	SOLE DISPOSITIVE POWER   0
		8	SHARED DISPOSITIVE POWER   1,290,415
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,290,415
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   0.5%
12	TYPE OF REPORTING PERSON   OO

*See Item 4

 

 

CUSIP No. 00650F109				13G	Page 9 of 22 Pages
1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)   Viking Global Opportunities Portfolio GP 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   0
		6	SHARED VOTING POWER   1,290,415
		7	SOLE DISPOSITIVE POWER   0
		8	SHARED DISPOSITIVE POWER   1,290,415
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,290,415
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   0.5%
12	TYPE OF REPORTING PERSON   OO

*See Item 4

 

 

CUSIP No. 00650F109				13G	Page 10 of 22 Pages
1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)   Viking Global Opportunities Liquid Portfolio Sub-Master LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a) ☐          (b) ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER   0
		6	SHARED VOTING POWER   1,290,415
		7	SOLE DISPOSITIVE POWER   0
		8	SHARED DISPOSITIVE POWER   1,290,415
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,290,415
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   0.5%
12	TYPE OF REPORTING PERSON   PN

*See Item 4

 

 

CUSIP No. 67020Y101				13G	Page 11 of 22 Pages
1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)   O. Andreas Halvorsen
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a) ☐          (b) ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Norway
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER   0
		6	SHARED VOTING POWER   16,382,663
		7	SOLE DISPOSITIVE POWER   0
		8	SHARED DISPOSITIVE POWER   16,382,663
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   16,382,663
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   5.8%
12	TYPE OF REPORTING PERSON*   IN

*See Item 4

 

 

CUSIP No. 67020Y101				13G	Page 12 of 22 Pages
1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)   David C. Ott
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   0
		6	SHARED VOTING POWER   16,382,663
		7	SOLE DISPOSITIVE POWER   0
		8	SHARED DISPOSITIVE POWER   16,382,663
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   16,382,663
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   5.8%
12	TYPE OF REPORTING PERSON*   IN

*See Item 4

 

 

CUSIP No. 67020Y101				13G	Page 13 of 22 Pages
1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)   Rose S. Shabet
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   0
		6	SHARED VOTING POWER   16,382,663
		7	SOLE DISPOSITIVE POWER   0
		8	SHARED DISPOSITIVE POWER   16,382,663
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   16,382,663
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   5.8%
12	TYPE OF REPORTING PERSON*   IN

*See Item 4

 

 

CUSIP No. 67020Y101

13G

Page 14 of 22 Pages

 

Item 1(a).

Name of Issuer:

 

Nuance Communications, Inc.

 

Item 1(b).

Address of Issuer’s Principal Executive Offices:

 

1 Wayside Road,

Burlington, MA 01803

 

Item 2(a).

Name of Person Filing:

 

Viking Global Investors LP (“VGI”),

Viking Global Performance LLC (“VGP”),

Viking Global Equities II LP ("VGEII"),

Viking Global Equities Master Ltd. (“VGEM”),

Viking Long Fund GP LLC (“VLFGP”),

Viking Long Fund Master Ltd. ("VLFM"),

Viking Global Opportunities GP LLC (“Opportunities GP”),

Viking Global Opportunities Portfolio GP LLC (“Opportunities Portfolio GP”),

Viking Global Opportunities Liquid Portfolio Sub-Master LP ("VGOL”),

O. Andreas Halvorsen, David C. Ott and Rose S. Shabet (collectively, the "Reporting Persons")

 

Items 2(b).

Address of Principal Business Office or, if none, Residence:

 

The business address of each of the Reporting Persons is: 55 Railroad Avenue, Greenwich, Connecticut 06830.

 

Items 2(c).

Citizenship:

 

VGI and VGEII are Delaware limited partnerships; VGP, VLFGP, Opportunities GP and Opportunities Portfolio GP are Delaware limited liability companies; VGEM and VLFM are Cayman Islands exempted companies; VGOL is a Cayman Islands exempted limited partnership; O. Andreas Halvorsen is a citizen of Norway; and David C. Ott and Rose S. Shabet are citizens of the United States.

 

Item 2(d).

Titles of Classes of Securities:

 

Common stock, par value $0.001 per share (“Common Stock”)

 

Item 2(e).

CUSIP NUMBER: 67020Y101

 

Item 3.

If This Statement is Filed Pursuant to Rule 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 Exchange Act

 

(b)

☐ Bank as defined in Section 3(a)(6) of the Exchange Act

 

 

CUSIP No. 67020Y101

13G

Page 15 of 22 Pages

 

(c)

☐ Insurance company as defined in Section 3(a)(19) of the Exchange Act

 

(d)

☐ Investment company registered under Section 8 of the Investment Company Act of 1940

 

(e)

☐ Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940: see Rule 13d-1(b)(1)(ii)(E)

 

(f)

☐ Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Rule 13d-1(b)(1)(ii)(F)

 

(g)

☐ Parent holding company, in accordance with Rule 13d-1(b)(1)(ii)(G).

 

(h)

☐ Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act.

 

(i)

☐ Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940.

 

(j)

☐ Non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

 

(k)

☐ Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).

 

Item 4.

Ownership

 

A. VGI

 

(a)

Amount beneficially owned: 16,382,663

 

(b)

Percent of Class: 5.8%

 

(c)

Number of shares as to which such person has:

 

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 16,382,663

(iii)

Sole power to dispose or to direct the disposition of: 0

(iv)

Shared power to dispose or to direct the disposition of: 16,382,663

 

VGI provides managerial services to VGEII, VGEM, VLFM and VGOL. VGI has the authority to dispose of and vote the shares of Common Stock directly owned by VGEII, VGEM, VLFM and VGOL. VGI does not directly own any shares of Common Stock.

 

 

CUSIP No. 67020Y101

13G

Page 16 of 22 Pages

 

Based on Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "Act"), VGI may be deemed to beneficially own the shares of Common Stock directly held by VGEII, VGEM, VLFM and VGOL.

 

VGI beneficially owns 16,382,663 shares of Common Stock consisting of (i) 224,420 shares of Common Stock directly and beneficially owned by VGEII, (ii) 10,996,582 shares of Common Stock directly and beneficially owned by VGEM, (iii) 3,871,246 shares of Common Stock directly and beneficially owned by VLFM and (iv) 1,290,415 shares of Common Stock directly and beneficially owned by VGOL.

 

B. VGP

 

(a)

Amount beneficially owned: 11,221,002

 

(b)

Percent of Class: 4.0%

 

(c)

Number of shares as to which such person has:

 

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 11,221,002

(iii)

Sole power to dispose or to direct the disposition of: 0

(iv)

Shared power to dispose or to direct the disposition of: 11,221,002

 

VGP, as the general partner of VGEII, has the authority to dispose of and vote the shares of Common Stock directly owned by VGEII. VGP serves as investment manager to VGEM and has the authority to dispose of and vote the shares of Common Stock directly owned by VGEM. VGP does not directly own any shares of Common Stock.

 

Based on Rule 13d-3 of the Act, VGP may be deemed to beneficially own the shares of Common Stock directly held by VGEII and VGEM.

 

VGP beneficially owns 11,221,002 of Common Stock consisting of (i) 224,420 shares of Common Stock directly and beneficially owned by VGEII and (ii) 10,996,582 shares of Common Stock directly and beneficially owned by VGEM.

 

C. VGEII

 

(a)

Amount beneficially owned: 224,420

 

(b)

Percent of Class: 0.1%

 

(c)

Number of shares as to which such person has:

 

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 224,420

 

 

CUSIP No. 67020Y101

13G

Page 17 of 22 Pages

 

(iii)

Sole power to dispose or to direct the disposition of: 0

(iv)

Shared power to dispose or to direct the disposition of: 224,420

 

VGEII has the authority to dispose of and vote the shares of Common Stock directly owned by it, which power may be exercised by its general partner, VGP, and by VGI, an affiliate of VGP, which provides managerial services to VGEII.

 

D. VGEM

 

(a)

Amount beneficially owned: 10,996,582

 

(b)

Percent of Class: 3.9%

 

(c)

Number of shares as to which such person has:

 

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 10,996,582

(iii)

Sole power to dispose or to direct the disposition of: 0

(iv)

Shared power to dispose or to direct the disposition of: 10,996,582

 

VGEM has the authority to dispose of and vote the shares of Common Stock directly owned by it, which power may be exercised by its investment manager, VGP, and by VGI, an affiliate of VGP, which provides managerial services to VGEM. Viking Global Equities LP (a Delaware limited partnership) and Viking Global Equities III Ltd. (a Cayman Islands exempted company), through its investment in VGE III Portfolio Ltd. (a Cayman Islands exempted company), invest substantially all of their assets through VGEM.

 

E. VLFGP

 

(a)

Amount beneficially owned: 3,871,246

 

(b)

Percent of Class: 1.4%

 

(c)

Number of shares as to which such person has:

 

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 3,871,246

(iii)

Sole power to dispose or to direct the disposition of: 0

(iv)

Shared power to dispose or to direct the disposition of: 3,871,246

 

VLFGP serves as the investment manager of VLFM and has the authority to dispose of and vote the shares of Common Stock directly owned by VLFM. VLFGP does not directly own any shares of Common Stock.

 

 

CUSIP No. 67020Y101

13G

Page 18 of 22 Pages

 

Based on Rule 13d-3 of the Act, VLFGP may be deemed to beneficially own the shares of Common Stock directly held by VLFM.

 

F. VLFM

 

(a)

Amount beneficially owned: 3,871,246

 

(b)

Percent of Class: 1.4%

 

(c)

Number of shares as to which such person has:

 

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 3,871,246

(iii)

Sole power to dispose or to direct the disposition of: 0

(iv)

Shared power to dispose or to direct the disposition of: 3,871,246

 

VLFM has the authority to dispose of and vote the shares of Common Stock directly owned by it, which power may be exercised by its investment manager, VLFGP, and by VGI, an affiliate of VLFGP, which provides managerial services to VLFM. Viking Long Fund LP (a Delaware limited partnership) and Viking Long Fund III Ltd. (a Cayman Islands exempted company), through its investment in Viking Long Fund Intermediate L.P. (a Cayman Islands limited partnership), invest substantially all of their assets through VLFM.

 

G. Opportunities Portfolio GP

 

(a)

Amount beneficially owned: 1,290,415

 

(b)

Percent of Class: 0.5%

 

(c)

Number of shares as to which such person has:

 

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 1,290,415

(iii)

Sole power to dispose or to direct the disposition of: 0

(iv)

Shared power to dispose or to direct the disposition of: 1,290,415

 

Opportunities Portfolio GP serves as the general partner of VGOL and has the authority to dispose of and vote the shares of Common Stock controlled by VGOL. Opportunities Portfolio GP does not directly own any shares of Common Stock.

 

Based on Rule 13d-3 of the Act, Opportunities Portfolio GP may be deemed to beneficially own the shares of Common Stock directly held by VGOL.

 

 

CUSIP No. 67020Y101

13G

Page 19 of 22 Pages

 

H. Opportunities GP

 

(a)

Amount beneficially owned: 1,290,415

 

(b)

Percent of Class: 0.5%

 

(c)

Number of shares as to which such person has:

 

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 1,290,415

(iii)

Sole power to dispose or to direct the disposition of: 0

(iv)

Shared power to dispose or to direct the disposition of: 1,290,415

 

Opportunities GP serves as the sole member of Opportunities Portfolio GP and has the authority to dispose of and vote the shares of Common Stock controlled by Opportunities Portfolio GP, which consists of the shares of Common Stock directly held by VGOL. Opportunities GP does not directly own any shares of Common Stock.

 

Based on Rule 13d-3 of the Act, Opportunities GP may be deemed to beneficially own the shares of Common Stock directly held by VGOL.

 

I. VGOL

 

(a)

Amount beneficially owned: 1,290,415

 

(b)

Percent of Class: 0.5%

 

(c)

Number of shares as to which such person has:

 

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 1,290,415

(iii)

Sole power to dispose or to direct the disposition of: 0

(iv)

Shared power to dispose or to direct the disposition of: 1,290,415

 

VGOL has the authority to dispose of and vote the shares of Common Stock directly owned by it, which power may be exercised by its general partner, Opportunities Portfolio GP, and by VGI, an affiliate of Opportunities Portfolio GP, which provides managerial services to VGOL.

 

Viking Global Opportunities LP (a Delaware limited partnership) and Viking Global Opportunities III LP (a Cayman Islands exempted limited partnership), through its investment in Viking Global Opportunities Intermediate LP (a Cayman Islands exempted limited partnership), invest substantially all of their assets in Viking Global Opportunities Master LP (a Cayman Islands exempted limited partnership), which in turn invests through VGOL.

 

J. O. Andreas Halvorsen, David C. Ott and Rose S. Shabet

 

(a)

Amount beneficially owned: 16,382,663

 

 

CUSIP No. 67020Y101

13G

Page 20 of 22 Pages

 

(b)

Percent of Class: 5.8%

 

(c)

Number of shares as to which such person has:

 

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 16,382,663

(iii)

Sole power to dispose or to direct the disposition of: 0

(iv)

Shared power to dispose or to direct the disposition of: 16,382,663

 

Mr. Halvorsen, Mr. Ott and Ms. Shabet, as Executive Committee Members of Viking Global Partners LLC, general partner of VGI, VGP, VLFGP and Opportunities GP have shared authority to dispose of and vote the shares of Common Stock beneficially owned by VGI, VGP, VLFGP and Opportunities GP. None of Mr. Halvorsen, Mr. Ott and Ms. Shabet directly owns any shares of Common Stock.

 

Based on Rule 13d-3 of the Act, each may be deemed to beneficially own the shares of Common Stock directly held by VGEII, VGEM, VLFM and VGOL.

 

Mr. Halvorsen, Mr. Ott and Ms. Shabet each beneficially own 16,382,663 shares of Common Stock consisting of (i) 224,420 shares of Common Stock directly and beneficially owned by VGEII, (ii) 10,996,582 shares of Common Stock directly and beneficially owned by VGEM, (iii) 3,871,246 shares of Common Stock directly and beneficially owned by VLFM and (iv) 1,290,415 shares of Common Stock directly and beneficially owned by VGOL.

 

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 Persons have 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.

 

Yes, see Item 4.

 

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.

 

 

CUSIP No. 67020Y101

13G

Page 21 of 22 Pages

 

Item 9.

Notice of Dissolution of Group.

 

Not applicable.

 

Item 10.

Certification. (if filing pursuant to Rule 13d-1(c))

 

By signing below each Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above 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 not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

CUSIP No. 67020Y101

13G

Page 22 of 22 Pages

 

SIGNATURES

 

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 12, 2021

 

	By:	/s/ Scott M. Hendler
	Name: Scott M. Hendler on behalf of O. Andreas Halvorsen (1)

 

	By:	/s/ Scott M. Hendler
	Name: Scott M. Hendler on behalf of David C. Ott (2)

 

	By:	/s/ Scott M. Hendler
	Name: Scott M. Hendler on behalf of Rose S. Shabet (3)

  

(1) Scott M. Hendler is signing on behalf of O. Andreas Halvorsen, individually and as an Executive Committee Member of VIKING GLOBAL PARTNERS LLC, on behalf of VIKING GLOBAL INVESTORS LP, and as an Executive Committee Member of VIKING GLOBAL PERFORMANCE LLC, on behalf of itself and VIKING GLOBAL EQUITIES II LP and VIKING GLOBAL EQUITIES MASTER LTD., and as an Executive Committee Member of VIKING LONG FUND GP LLC, on behalf of itself and VIKING LONG FUND MASTER LTD., and as an Executive Committee Member of VIKING GLOBAL OPPORTUNITIES GP LLC, on behalf of itself and VIKING GLOBAL OPPORTUNITIES PORTFOLIO GP LLC and VIKING GLOBAL OPPORTUNITIES LIQUID PORTFOLIO SUB-MASTER LP, pursuant to an authorization and designation letter dated February 9, 2021, attached as an exhibit hereto.

 

(2) Scott M. Hendler is signing on behalf of David C. Ott, individually and as an Executive Committee Member of VIKING GLOBAL PARTNERS LLC, on behalf of VIKING GLOBAL INVESTORS LP, and as an Executive Committee Member of VIKING GLOBAL PERFORMANCE LLC, on behalf of itself and VIKING GLOBAL EQUITIES II LP and VIKING GLOBAL EQUITIES MASTER LTD., and as an Executive Committee Member of VIKING LONG FUND GP LLC, on behalf of itself and VIKING LONG FUND MASTER LTD., and as an Executive Committee Member of VIKING GLOBAL OPPORTUNITIES GP LLC, on behalf of itself and VIKING GLOBAL OPPORTUNITIES PORTFOLIO GP LLC and VIKING GLOBAL OPPORTUNITIES LIQUID PORTFOLIO SUB-MASTER LP, pursuant to an authorization and designation letter dated February 9, 2021, attached as an exhibit hereto.

 

(3) Scott M. Hendler is signing on behalf of Rose S. Shabet, individually and as an Executive Committee Member of VIKING GLOBAL PARTNERS LLC, on behalf of VIKING GLOBAL INVESTORS LP, and as an Executive Committee Member of VIKING GLOBAL PERFORMANCE LLC, on behalf of itself and VIKING GLOBAL EQUITIES II LP and VIKING GLOBAL EQUITIES MASTER LTD., and as an Executive Committee Member of VIKING LONG FUND GP LLC, on behalf of itself and VIKING LONG FUND MASTER LTD., and as an Executive Committee Member of VIKING GLOBAL OPPORTUNITIES GP LLC, on behalf of itself and VIKING GLOBAL OPPORTUNITIES PORTFOLIO GP LLC and VIKING GLOBAL OPPORTUNITIES LIQUID PORTFOLIO SUB-MASTER LP, pursuant to an authorization and designation letter dated February 9, 2021, attached as an exhibit hereto.

 

 

 

Exhibit 1

 

POWER OF ATTORNEY

 

February 9, 2021

 

O. Andreas Halvorsen hereby makes, constitutes and appoints Andrew M. Genser, Matthew H. Bloom and Scott M. Hendler, or any one of them, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (both in the undersigned’s individual capacity and as a manager or member of any limited liability company, as a partner of any partnership, as an officer of any corporate or other entity, or in the undersigned’s capacity in a position similar to the foregoing at any entity), to execute and deliver such forms, schedules, statements and other documents as may be required to be filed from time to time with the Securities and Exchange Commission with respect to: (i) Sections 13(d), 13(g), 13(f), 13(h) and 16(a) of the Securities Exchange Act of 1934, as amended, including without limitation, Schedule 13D, Schedule 13G, Form 13F, Form 13H, Form 3, Form 4 and Form 5 and (ii) in connection with any applications for EDGAR access codes, including without limitation the Form ID.

 

This power of attorney shall be valid from the date hereof and shall remain in full force and effect until revoked by the undersigned in a signed writing, or, in respect of any attorney-in-fact named herein, until such person ceases to be an employee Viking Global Investors LP or one of its affiliates.

 

 

	/s/ O. Andreas Halvorsen
	Name: O. Andreas Halvorsen

 

 

POWER OF ATTORNEY

 

February 9, 2021

 

David C. Ott hereby makes, constitutes and appoints Andrew M. Genser, Matthew H. Bloom and Scott M. Hendler, or any one of them, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (both in the undersigned’s individual capacity and as a manager or member of any limited liability company, as a partner of any partnership, as an officer of any corporate or other entity, or in the undersigned’s capacity in a position similar to the foregoing at any entity), to execute and deliver such forms, schedules, statements and other documents as may be required to be filed from time to time with the Securities and Exchange Commission with respect to: (i) Sections 13(d), 13(g), 13(f), 13(h) and 16(a) of the Securities Exchange Act of 1934, as amended, including without limitation, Schedule 13D, Schedule 13G, Form 13F, Form 13H, Form 3, Form 4 and Form 5 and (ii) in connection with any applications for EDGAR access codes, including without limitation the Form ID.

 

This power of attorney shall be valid from the date hereof and shall remain in full force and effect until revoked by the undersigned in a signed writing, or, in respect of any attorney-in-fact named herein, until such person ceases to be an employee Viking Global Investors LP or one of its affiliates.

 

	/s/ David C. Ott
	Name: David C. Ott

 

 

POWER OF ATTORNEY

 

February 9, 2021

 

Rose S. Shabet hereby makes, constitutes and appoints Andrew M. Genser, Matthew H. Bloom and Scott M. Hendler, or any one of them, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (both in the undersigned’s individual capacity and as a manager or member of any limited liability company, as a partner of any partnership, as an officer of any corporate or other entity, or in the undersigned’s capacity in a position similar to the foregoing at any entity), to execute and deliver such forms, schedules, statements and other documents as may be required to be filed from time to time with the Securities and Exchange Commission with respect to: (i) Sections 13(d), 13(g), 13(f), 13(h) and 16(a) of the Securities Exchange Act of 1934, as amended, including without limitation, Schedule 13D, Schedule 13G, Form 13F, Form 13H, Form 3, Form 4 and Form 5 and (ii) in connection with any applications for EDGAR access codes, including without limitation the Form ID.

 

This power of attorney shall be valid from the date hereof and shall remain in full force and effect until revoked by the undersigned in a signed writing, or, in respect of any attorney-in-fact named herein, until such person ceases to be an employee Viking Global Investors LP or one of its affiliates.

 

	/s/ Rose S. Shabet
	Name: Rose S. Shabet