Filing Details
- Accession Number:
- 0000950103-25-006010
- Form Type:
- 13G Filing
- Publication Date:
- 2025-05-13 20:00:00
- Filed By:
- David Allemann
- Company:
- On Holding Ag (NYSE:ONON)
- Filing Date:
- 2025-05-14
- 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 | Beneficially Owned Number of Shares | Beneficially Owned Number of Aggregate Shares | Percent of Class |
|---|---|---|---|
| David Allemann | 0 | 48,679,762 | 14.9% |
| Olivier Bernhard | 0 | 48,679,762 | 14.9% |
| Caspar Coppetti | 0 | 48,679,762 | 14.9% |
| Martin Hoffmann | 0 | 48,981,870 | 15.0% |
| Marc Maurer | 0 | 48,981,870 | 15.0% |
Filing
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment No. 4)
|
On Holding AG (Name of Issuer) |
Class A ordinary shares, par value CHF 0.10 per share (Title of Class of Securities) |
H5919C104 (CUSIP Number) |
03/31/2025 (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)
|
SCHEDULE 13G
|
| CUSIP No. | H5919C104 |
| 1 | Names of Reporting Persons
David Allemann | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
SWITZERLAND
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
48,679,762.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
14.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Note to Rows 6 and 9: Consists of: (i)(a) 3,505,443 Class A ordinary shares owned by Mr. Allemann and (b) 10,122,500 Class A ordinary shares issuable upon conversion of the Class B voting rights shares owned by Mr. Allemann (including 316,250 Class A ordinary shares issuable upon conversion of the Class B voting rights shares underlying options and option awards that have vested), (ii)(a) 5,192,620 Class A ordinary shares owned by Mr. Bernhard and (b) 11,056,250 Class A ordinary shares issuable upon conversion of the Class B voting rights shares owned by Mr. Bernhard, (iii)(a) 2,739,712 Class A ordinary shares owned by Mr. Coppetti and (b) 10,431,250 Class A ordinary shares issuable upon conversion of the Class B voting rights shares owned by Mr. Coppetti, (iv)(a) 1,401,887 Class A ordinary shares owned by Mr. Hoffmann and (b) 1,625,000 Class A ordinary shares issuable upon conversion of the Class B voting rights shares owned by Mr. Hoffmann and (v)(a) 980,100 Class A ordinary shares owned by Mr. Maurer and (b) 1,625,000 Class A ordinary shares issuable upon conversion of the Class B voting rights shares owned by Mr. Maurer. Each ten Class B voting rights shares are convertible into one Class A ordinary share upon approval at a general meeting of shareholders. The aggregate number of Class A ordinary shares beneficially owned by the Reporting Persons as set forth herein are reported on the basis that each Reporting Person beneficially owns the Class A ordinary shares into which his Class B voting rights shares are convertible, and treating such Class B voting rights shares as converted into Class A ordinary shares solely for the purpose of reporting the beneficial ownership of the Reporting Person. Pursuant to the Shareholders' Agreement, as defined in Item 2(a), Mr. Allemann has shared voting and dispositive power with the other Reporting Persons identified herein over the Class B voting rights shares held by each of the Reporting Persons.
Note to Row 7: Consists of 3,505,443 Class A ordinary shares held of record by Mr. Allemann.
Note to Row 8: Consists of: (i) 10,122,500 Class A ordinary shares issuable upon conversion of the Class B voting rights shares owned by Mr. Allemann (including 316,250 Class A ordinary shares issuable upon conversion of the Class B voting rights shares underlying options and option awards that have vested), (ii) 11,056,250 Class A ordinary shares issuable upon conversion of the Class B voting rights shares owned by Mr. Bernhard, (iii) 10,431,250 Class A ordinary shares issuable upon conversion of the Class B voting rights shares owned by Mr. Coppetti, (iv) 1,625,000 Class A ordinary shares issuable upon conversion of the Class B voting rights shares owned by Mr. Hoffmann and (v) 1,625,000 Class A ordinary shares issuable upon conversion of the Class B voting rights shares owned by Mr. Maurer. Each ten Class B voting rights shares are convertible into one Class A ordinary share upon approval at a general meeting of shareholders. The aggregate number of Class A ordinary shares beneficially owned by the Reporting Persons as set forth herein are reported on the basis that each Reporting Person beneficially owns the Class A ordinary shares into which his Class B voting rights shares are convertible, and treating such Class B voting rights shares as converted into Class A ordinary shares solely for the purpose of reporting the beneficial ownership of the Reporting Person. Pursuant to the Shareholders' Agreement, as defined in Item 2(a), Mr. Allemann has shared voting and dispositive power with the other Reporting Persons identified herein over the Class B voting rights shares held by each of the Reporting Persons.
Note to Row 11: Represents the quotient obtained by dividing (a) the number of Class A ordinary shares and Class B voting rights shares beneficially owned by Mr. Allemann as set forth in Row 9 by (b) an aggregate of 326,440,836 Class A ordinary shares outstanding, consisting of (i) 291,580,836 Class A ordinary shares outstanding as of March 31, 2025, as reported by the Issuer to the Reporting Persons, and (ii) 34,860,000 Class A ordinary shares issuable upon conversion of the Class B voting rights shares owned by the Reporting Persons (including 316,250 Class A ordinary shares issuable upon conversion of the Class B voting rights shares underlying options and option awards held by Mr. Allemann that have vested). The aggregate number of Class A ordinary shares beneficially owned by the Reporting Persons as set forth herein are reported on the basis that each Reporting Person beneficially owns the Class A ordinary shares into which his Class B voting rights shares are convertible, and treating such Class B voting rights shares as converted into Class A ordinary shares solely for the purpose of reporting the beneficial ownership of the Reporting Person.
Note to Rows 6, 7, 8, 9, and 11: Unless otherwise noted, information is presented as of March 31, 2025.
SCHEDULE 13G
|
| CUSIP No. | H5919C104 |
| 1 | Names of Reporting Persons
Olivier Bernhard | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
SWITZERLAND
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
48,679,762.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
14.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Note to Rows 6 and 9: Consists of: (i)(a) 3,505,443 Class A ordinary shares owned by Mr. Allemann and (b) 9,806,250 Class A ordinary shares issuable upon conversion of the Class B voting rights shares owned by Mr. Allemann, (ii)(a) 5,192,620 Class A ordinary shares owned by Mr. Bernhard and (b) 11,372,500 Class A ordinary shares issuable upon conversion of the Class B voting rights shares owned by Mr. Bernhard (including 316,250 Class A ordinary shares issuable upon conversion of the Class B voting rights shares underlying options and option awards that have vested), (iii)(a) 2,739,712 Class A ordinary shares owned by Mr. Coppetti and (b) 10,431,250 Class A ordinary shares issuable upon conversion of the Class B voting rights shares owned by Mr. Coppetti, (iv)(a) 1,401,887 Class A ordinary shares owned by Mr. Hoffmann and (b) 1,625,000 Class A ordinary shares issuable upon conversion of the Class B voting rights shares owned by Mr. Hoffmann and (v)(a) 980,100 Class A ordinary shares owned by Mr. Maurer and (b) 1,625,000 Class A ordinary shares issuable upon conversion of the Class B voting rights shares owned by Mr. Maurer. Each ten Class B voting rights shares are convertible into one Class A ordinary share upon approval at a general meeting of shareholders. The aggregate number of Class A ordinary shares beneficially owned by the Reporting Persons as set forth herein are reported on the basis that each Reporting Person beneficially owns the Class A ordinary shares into which his Class B voting rights shares are convertible, and treating such Class B voting rights shares as converted into Class A ordinary shares solely for the purpose of reporting the beneficial ownership of the Reporting Person. Pursuant to the Shareholders' Agreement, as defined in Item 2(a), Mr. Bernhard has shared voting and dispositive power with the other Reporting Persons identified herein over the Class B voting rights shares held by each of the Reporting Persons.
Note to Row 7: Consists of 5,192,620 Class A ordinary shares held of record by Mr. Bernhard.
Note to Row 8: Consists of: (i) 9,806,250 Class A ordinary shares issuable upon conversion of the Class B voting rights shares owned by Mr. Allemann, (ii) 11,372,500 Class A ordinary shares issuable upon conversion of the Class B voting rights shares owned by Mr. Bernhard (including 316,250 Class A ordinary shares issuable upon conversion of the Class B voting rights shares underlying options and option awards that have vested), (iii) 10,431,250 Class A ordinary shares issuable upon conversion of the Class B voting rights shares owned by Mr. Coppetti, (iv) 1,625,000 Class A ordinary shares issuable upon conversion of the Class B voting rights shares owned by Mr. Hoffmann and (v) 1,625,000 Class A ordinary shares issuable upon conversion of the Class B voting rights shares owned by Mr. Maurer. Each ten Class B voting rights shares are convertible into one Class A ordinary share upon approval at a general meeting of shareholders. The aggregate number of Class A ordinary shares beneficially owned by the Reporting Persons as set forth herein are reported on the basis that each Reporting Person beneficially owns the Class A ordinary shares into which his Class B voting rights shares are convertible, and treating such Class B voting rights shares as converted into Class A ordinary shares solely for the purpose of reporting the beneficial ownership of the Reporting Person. Pursuant to the Shareholders' Agreement, as defined in Item 2(a), Mr. Bernhard has shared voting and dispositive power with the other Reporting Persons identified herein over the Class B voting rights shares held by each of the Reporting Persons.
Note to Row 11: Represents the quotient obtained by dividing (a) the number of Class A ordinary shares and Class B voting rights shares beneficially owned by Mr. Bernhard as set forth in Row 9 by (b) an aggregate of 326,440,836 Class A ordinary shares outstanding, consisting of (i) 291,580,836 Class A ordinary shares outstanding as of March 31, 2025, as reported by the Issuer to the Reporting Persons, and (ii) 34,860,000 Class A ordinary shares issuable upon conversion of the Class B voting rights shares owned by the Reporting Persons (including 316,250 Class A ordinary shares issuable upon conversion of the Class B voting rights shares underlying options and option awards held by Mr. Bernhard that have vested). The aggregate number of Class A ordinary shares beneficially owned by the Reporting Persons as set forth herein are reported on the basis that each Reporting Person beneficially owns the Class A ordinary shares into which his Class B voting rights shares are convertible, and treating such Class B voting rights shares as converted into Class A ordinary shares solely for the purpose of reporting the beneficial ownership of the Reporting Person.
Note to Rows 6, 7, 8, 9, and 11: Unless otherwise noted, information is presented as of March 31, 2025.
SCHEDULE 13G
|
| CUSIP No. | H5919C104 |
| 1 | Names of Reporting Persons
Caspar Coppetti | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
SWITZERLAND
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
48,679,762.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
14.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Note to Rows 6 and 9: Consists of: (i)(a) 3,505,443 Class A ordinary shares owned by Mr. Allemann and (b) 9,806,250 Class A ordinary shares issuable upon conversion of the Class B voting rights shares owned by Mr. Allemann, (ii)(a) 5,192,620 Class A ordinary shares owned by Mr. Bernhard and (b) 11,056,250 Class A ordinary shares issuable upon conversion of the Class B voting rights shares owned by Mr. Bernhard, (iii)(a) 2,739,712 Class A ordinary shares owned by Mr. Coppetti and (b) 10,747,500 Class A ordinary shares issuable upon conversion of the Class B voting rights shares owned by Mr. Coppetti (including 316,250 Class A ordinary shares issuable upon conversion of the Class B voting rights shares underlying options and option awards that have vested), (iv)(a) 1,401,887 Class A ordinary shares owned by Mr. Hoffmann and (b) 1,625,000 Class A ordinary shares issuable upon conversion of the Class B voting rights shares owned by Mr. Hoffmann and (v)(a) 980,100 Class A ordinary shares owned by Mr. Maurer and (b) 1,625,000 Class A ordinary shares issuable upon conversion of the Class B voting rights shares owned by Mr. Maurer. Each ten Class B voting rights shares are convertible into one Class A ordinary share upon approval at a general meeting of shareholders. The aggregate number of Class A ordinary shares beneficially owned by the Reporting Persons as set forth herein are reported on the basis that each Reporting Person beneficially owns the Class A ordinary shares into which his Class B voting rights shares are convertible, and treating such Class B voting rights shares as converted into Class A ordinary shares solely for the purpose of reporting the beneficial ownership of the Reporting Person. Pursuant to the Shareholders' Agreement, as defined in Item 2(a), Mr. Coppetti has shared voting and dispositive power with the other Reporting Persons identified herein over the Class B voting rights shares held by each of the Reporting Persons.
Note to Row 7: Consists of 2,739,712 Class A ordinary shares held of record by Mr. Coppetti.
Note to Row 8: Consists of: (i) 9,806,250 Class A ordinary shares issuable upon conversion of the Class B voting rights shares owned by Mr. Allemann, (ii) 11,056,250 Class A ordinary shares issuable upon conversion of the Class B voting rights shares owned by Mr. Bernhard, (iii) 10,747,500 Class A ordinary shares issuable upon conversion of the Class B voting rights shares owned by Mr. Coppetti (including 316,250 Class A ordinary shares issuable upon conversion of the Class B voting rights shares underlying options and option awards that have vested), (iv) 1,625,000 Class A ordinary shares issuable upon conversion of the Class B voting rights shares owned by Mr. Hoffmann and (v) 1,625,000 Class A ordinary shares issuable upon conversion of the Class B voting rights shares owned by Mr. Maurer. Each ten Class B voting rights shares are convertible into one Class A ordinary share upon approval at a general meeting of shareholders. The aggregate number of Class A ordinary shares beneficially owned by the Reporting Persons as set forth herein are reported on the basis that each Reporting Person beneficially owns the Class A ordinary shares into which his Class B voting rights shares are convertible, and treating such Class B voting rights shares as converted into Class A ordinary shares solely for the purpose of reporting the beneficial ownership of the Reporting Person. Pursuant to the Shareholders' Agreement, as defined in Item 2(a), Mr. Coppetti has shared voting and dispositive power with the other Reporting Persons identified herein over the Class B voting rights shares held by each of the Reporting Persons.
Note to Row 11: Represents the quotient obtained by dividing (a) the number of Class A ordinary shares and Class B voting rights shares beneficially owned by Mr. Coppetti as set forth in Row 9 by (b) an aggregate of 326,440,836 Class A ordinary shares outstanding, consisting of (i) 291,580,836 Class A ordinary shares outstanding as of March 31, 2025, as reported by the Issuer to the Reporting Persons, and (ii) 34,860,000 Class A ordinary shares issuable upon conversion of the Class B voting rights shares owned by the Reporting Persons (including 316,250 Class A ordinary shares issuable upon conversion of the Class B voting rights shares underlying options and option awards held by Mr. Coppetti that have vested). The aggregate number of Class A ordinary shares beneficially owned by the Reporting Persons as set forth herein are reported on the basis that each Reporting Person beneficially owns the Class A ordinary shares into which his Class B voting rights shares are convertible, and treating such Class B voting rights shares as converted into Class A ordinary shares solely for the purpose of reporting the beneficial ownership of the Reporting Person.
Note to Rows 6, 7, 8, 9 and 11: Unless otherwise noted, information is presented as of March 31, 2025.
SCHEDULE 13G
|
| CUSIP No. | H5919C104 |
| 1 | Names of Reporting Persons
Martin Hoffmann | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
GERMANY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
48,981,870.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
15.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Note to Rows 6 and 9: Consists of: (i)(a) 3,505,443 Class A ordinary shares owned by Mr. Allemann and (b) 9,806,250 Class A ordinary shares issuable upon conversion of the Class B voting rights shares owned by Mr. Allemann, (ii)(a) 5,192,620 Class A ordinary shares owned by Mr. Bernhard and (b) 11,056,250 Class A ordinary shares issuable upon conversion of the Class B voting rights shares owned by Mr. Bernhard, (iii)(a) 2,739,712 Class A ordinary shares owned by Mr. Coppetti and (b) 10,431,250 Class A ordinary shares issuable upon conversion of the Class B voting rights shares owned by Mr. Coppetti, (iv)(a) 1,703,995 Class A ordinary shares owned by Mr. Hoffmann (including 302,108 Class A ordinary shares underlying options and option awards that have vested) and (b) 1,941,250 Class A ordinary shares issuable upon conversion of the Class B voting rights shares owned by Mr. Hoffmann (including 316,250 Class A ordinary shares issuable upon conversion of the Class B voting rights shares underlying options and option awards that have vested) and (v)(a) 980,100 Class A ordinary shares owned by Mr. Maurer and (b) 1,625,000 Class A ordinary shares issuable upon conversion of the Class B voting rights shares owned by Mr. Maurer. Each ten Class B voting rights shares are convertible into one Class A ordinary share upon approval at a general meeting of shareholders. The aggregate number of Class A ordinary shares beneficially owned by the Reporting Persons as set forth herein are reported on the basis that each Reporting Person beneficially owns the Class A ordinary shares into which his Class B voting rights shares are convertible, and treating such Class B voting rights shares as converted into Class A ordinary shares solely for the purpose of reporting the beneficial ownership of the Reporting Person. Pursuant to the Shareholders' Agreement, as defined in Item 2(a), Mr. Hoffmann has shared voting and dispositive power with the other Reporting Persons identified herein over the Class B voting rights shares held by each of the Reporting Persons.
Note to Row 7: Consists of 1,703,995 Class A ordinary shares held of record by Mr. Hoffmann (including 302,108 Class A ordinary shares underlying options and option awards that have vested).
Note to Row 8: Consists of: (i) 9,806,250 Class A ordinary shares issuable upon conversion of the Class B voting rights shares owned by Mr. Allemann, (ii) 11,056,250 Class A ordinary shares issuable upon conversion of the Class B voting rights shares owned by Mr. Bernhard, (iii) 10,431,250 Class A ordinary shares issuable upon conversion of the Class B voting rights shares owned by Mr. Coppetti, (iv) 1,941,250 Class A ordinary shares issuable upon conversion of the Class B voting rights shares owned by Mr. Hoffmann (including 316,250 Class A ordinary shares issuable upon conversion of the Class B voting rights shares underlying options and option awards that have vested) and (v) 1,625,000 Class A ordinary shares issuable upon conversion of the Class B voting rights shares owned by Mr. Maurer. Each ten Class B voting rights shares are convertible into one Class A ordinary share upon approval at a general meeting of shareholders. The aggregate number of Class A ordinary shares beneficially owned by the Reporting Persons as set forth herein are reported on the basis that each Reporting Person beneficially owns the Class A ordinary shares into which his Class B voting rights shares are convertible, and treating such Class B voting rights shares as converted into Class A ordinary shares solely for the purpose of reporting the beneficial ownership of the Reporting Person. Pursuant to the Shareholders' Agreement, as defined in Item 2(a), Mr. Hoffmann has shared voting and dispositive power with the other Reporting Persons identified herein over the Class B voting rights shares held by each of the Reporting Persons.
Note to Row 11: Represents the quotient obtained by dividing (a) the number of Class A ordinary shares and Class B voting rights shares beneficially owned by Mr. Hoffmann as set forth in Row 9 by (b) an aggregate of 326,742,944 Class A ordinary shares outstanding, consisting of (i) 291,882,944 Class A ordinary shares outstanding as of March 31, 2025, as reported by the Issuer to the Reporting Persons (including 302,108 Class A ordinary shares underlying options and option awards held by Mr. Hoffmann that have vested), and (ii) 34,860,000 Class A ordinary shares issuable upon conversion of the Class B voting rights shares owned by the Reporting Persons (including 316,250 Class A ordinary shares issuable upon conversion of the Class B voting rights shares underlying options and option awards held by Mr. Hoffmann that have vested). The aggregate number of Class A ordinary shares beneficially owned by the Reporting Persons as set forth herein are reported on the basis that each Reporting Person beneficially owns the Class A ordinary shares into which his Class B voting rights shares are convertible, and treating such Class B voting rights shares as converted into Class A ordinary shares solely for the purpose of reporting the beneficial ownership of the Reporting Person.
Note to Rows 6, 7, 8, 9 and 11: Unless otherwise noted, information is presented as of March 31, 2025.
SCHEDULE 13G
|
| CUSIP No. | H5919C104 |
| 1 | Names of Reporting Persons
Marc Maurer | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
SWITZERLAND
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
48,981,870.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
15.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Note to Rows 6 and 9: Consists of: (i)(a) 3,505,443 Class A ordinary shares owned by Mr. Allemann and (b) 9,806,250 Class A ordinary shares issuable upon conversion of the Class B voting rights shares owned by Mr. Allemann, (ii)(a) 5,192,620 Class A ordinary shares owned by Mr. Bernhard and (b) 11,056,250 Class A ordinary shares issuable upon conversion of the Class B voting rights shares owned by Mr. Bernhard, (iii)(a) 2,739,712 Class A ordinary shares owned by Mr. Coppetti and (b) 10,431,250 Class A ordinary shares issuable upon conversion of the Class B voting rights shares owned by Mr. Coppetti, (iv)(a) 1,401,887 Class A ordinary shares owned by Mr. Hoffmann and (b) 1,625,000 Class A ordinary shares issuable upon conversion of the Class B voting rights shares owned by Mr. Hoffmann and (v)(a) 1,282,208 Class A ordinary shares owned by Mr. Maurer (including 302,108 Class A ordinary shares underlying options and option awards that have vested) and (b) 1,941,250 Class A ordinary shares issuable upon conversion of the Class B voting rights shares owned by Mr. Maurer (including 316,250 Class A ordinary shares issuable upon conversion of the Class B voting rights shares underlying options and option awards that have vested). Each ten Class B voting rights shares are convertible into one Class A ordinary share upon approval at a general meeting of shareholders. The aggregate number of Class A ordinary shares beneficially owned by the Reporting Persons as set forth herein are reported on the basis that each Reporting Person beneficially owns the Class A ordinary shares into which his Class B voting rights shares are convertible, and treating such Class B voting rights shares as converted into Class A ordinary shares solely for the purpose of reporting the beneficial ownership of the Reporting Person. Pursuant to the Shareholders' Agreement, as defined in Item 2(a), Mr. Maurer has shared voting and dispositive power with the other Reporting Persons identified herein over the Class B voting rights shares held by each of the Reporting Persons.
Note to Row 7: Consists of 1,282,208 Class A ordinary shares held of record by Mr. Maurer (including 302,108 Class A ordinary shares underlying options and option awards that have vested).
Note to Row 8: Consists of: (i) 9,806,250 Class A ordinary shares issuable upon conversion of the Class B voting rights shares owned by Mr. Allemann, (ii) 11,056,250 Class A ordinary shares issuable upon conversion of the Class B voting rights shares owned by Mr. Bernhard, (iii) 10,431,250 Class A ordinary shares issuable upon conversion of the Class B voting rights shares owned by Mr. Coppetti, (iv) 1,625,000 Class A ordinary shares issuable upon conversion of the Class B voting rights shares owned by Mr. Hoffmann and (v) 1,941,250 Class A ordinary shares issuable upon conversion of the Class B voting rights shares owned by Mr. Maurer (including 316,250 Class A ordinary shares issuable upon conversion of the Class B voting rights shares underlying options and option awards that have vested). Each ten Class B voting rights shares are convertible into one Class A ordinary share upon approval at a general meeting of shareholders. The aggregate number of Class A ordinary shares beneficially owned by the Reporting Persons as set forth herein are reported on the basis that each Reporting Person beneficially owns the Class A ordinary shares into which his Class B voting rights shares are convertible, and treating such Class B voting rights shares as converted into Class A ordinary shares solely for the purpose of reporting the beneficial ownership of the Reporting Person. Pursuant to the Shareholders' Agreement, as defined in Item 2(a), Mr. Maurer has shared voting and dispositive power with the other Reporting Persons identified herein over the Class B voting rights shares held by each of the Reporting Persons.
Note to Row 11: Represents the quotient obtained by dividing (a) the number of Class A ordinary shares and Class B voting rights shares beneficially owned by Mr. Maurer as set forth in Row 9 by (b) an aggregate of 326,742,944 Class A ordinary shares outstanding, consisting of (i) 291,882,944 Class A ordinary shares outstanding as of March 31, 2025, as reported by the Issuer to the Reporting Persons (including 302,108 Class A ordinary shares underlying options and option awards held by Mr. Maurer that have vested), and (ii) 34,860,000 Class A ordinary shares issuable upon conversion of the Class B voting rights shares owned by the Reporting Persons (including 316,250 Class A ordinary shares issuable upon conversion of the Class B voting rights shares underlying options and option awards held by Mr. Maurer that have vested). The aggregate number of Class A ordinary shares beneficially owned by the Reporting Persons as set forth herein are reported on the basis that each Reporting Person beneficially owns the Class A ordinary shares into which his Class B voting rights shares are convertible, and treating such Class B voting rights shares as converted into Class A ordinary shares solely for the purpose of reporting the beneficial ownership of the Reporting Person.
Note to Rows 6, 7, 8, 9 and 11: Unless otherwise noted, information is presented as of March 31, 2025.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
On Holding AG | |
| (b) | Address of issuer's principal executive offices:
Forrlibuckstrasse 190 8005 Zurich, Switzerland | |
| Item 2. | ||
| (a) | Name of person filing:
This Schedule 13G/A is being filed by David Allemann, Olivier Bernhard, Caspar Coppetti, Martin Hoffmann and Marc Maurer (each a "Reporting Person" and, collectively, the "Reporting Persons"). Pursuant to a Shareholders' Agreement, dated as of September 6, 2021 (the "Shareholders' Agreement"), among the Reporting Persons and the Issuer, the Reporting Persons have agreed to certain arrangements with respect to their shares, including certain restrictions relating to the transfer of their Class B voting rights shares, to vote together on matters that will be put for a vote in the Issuer's shareholders' meetings and to vote to elect certain individuals to the Issuer's board of directors in accordance with the terms of the Shareholders' Agreement. By virtue of the Shareholders' Agreement and the obligations and rights thereunder, the Reporting Persons in this Schedule 13G/A may be deemed to constitute a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G/A as Exhibit A, pursuant to which the Reporting Persons have agreed to file this Schedule 13G/A jointly in accordance with the provisions of Rule 13d-1(k) of the Act. | |
| (b) | Address or principal business office or, if none, residence:
The principal office and business address of the Reporting Persons is c/o On Holding AG, Forrlibuckstrasse 190, 8005 Zurich, Switzerland. | |
| (c) | Citizenship:
See row 4 of the cover pages to this Schedule 13G/A. | |
| (d) | Title of class of securities:
Class A ordinary shares, par value CHF 0.10 per share | |
| (e) | CUSIP No.:
H5919C104 | |
| Item 3. | 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: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
| |
| (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);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 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).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See row 9 of the cover sheet of each Reporting Person.
On March 31, 2025, David Allemann, Olivier Bernhard, Caspar Coppetti and Marc Maurer entered into an Exchange Agreement pursuant to which they agreed that Marc Maurer would exchange 5,729,180 Class B voting rights shares for 193,750 Class A ordinary shares beneficially owned by David Allemann, 189,584 Class A ordinary shares beneficially owned by Olivier Bernhard, and 189,584 Class A ordinary shares beneficially owned by Caspar Coppetti. The exchange of the shares contemplated by the parties in the Exchange Agreement has not yet been completed and is not reflected in the ownership presented in this Schedule 13G. | |
| (b) | Percent of class:
See row 11 of the cover sheet of each Reporting Person. | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See row 5 of the cover sheet of each Reporting Person. | ||
| (ii) Shared power to vote or to direct the vote:
See row 6 of the cover sheet of each Reporting Person. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See row 7 of the cover sheet of each Reporting Person. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See row 8 of the cover sheet of each Reporting Person. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
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. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
The Reporting Persons have entered into a Joint Filing Agreement, a copy of which was filed as an exhibit to the Schedule 13G filed by the Reporting Persons with the U.S. Securities and Exchange Commission on February 11, 2022 and is incorporated by reference herein, pursuant to which the Reporting Persons have agreed to file this Schedule 13G/A jointly in accordance with the provisions of Rule 13d-1(k) of the Act. | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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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.
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Exhibit Information
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99.1 Joint Filing Agreement, dated as of February 11, 2022, among the Reporting Persons (incorporated by reference to Exhibit A to the Schedule 13G filed by the Reporting Persons with the U.S. Securities and Exchange Commission on February 11, 2022). |