DESCARTES SYSTEMS GROUP INC

Major Shareholding Notification • Oct 7, 2022

SC 13G 1 dsgx-sc13g_093022.htm SCHEDULE FILED TO REPORT ACQUISITION OF BENEFICIAL OWNERSHIP

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

The Descartes Systems Group Inc.

(Name of Issuer)

Common Share

(Title of Class of Securities)

249906108

(CUSIP Number)

September 30, 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 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).

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CUSIP No. 249906108

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Durable Capital Partners LP
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 Delaware
NUMBER OF	5	SOLE VOTING POWER 4,263,855
SHARES BENEFICIALLY OWNED BY	6	SHARED VOTING POWER 0
EACH REPORTING PERSON	7	SOLE DISPOSITIVE POWER 4,263,855
WITH:	8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,263,855
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 5.0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA, PN

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Item 1(a).
The Descartes Systems Group Inc. (the “Issuer”)

Item 1(b).
120 Randall Drive Waterloo, Ontario Canada N2V 1C6

Item 2(a).
The name of the person filing this report
is: Durable Capital Partners LP (the “Reporting Person”)

Item 2(b).
The address of the principal business office
of the Reporting Person is: 4747 Bethesda Avenue, Suite 1002 Bethesda, Maryland 20814

Item 2(c).
The Reporting Person is a limited partnership
organized under the laws of the State of Delaware.

Item 2(d).
Common Share (“Common Stock”)

Item 2(e).
249906108

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).

(e) ☒ An investment advisor 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).

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(g) ☐ A parent holding company or control person in accordance with §240.13d- 1(b)(1)(ii)(G).

(h) ☐ A savings association 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 that is the functional equivalent of any of the institutions listed in § 240.13d-1 (b)(1)(ii)(A) through (I), so long as the non-U.S. institution is subject to a regulatory scheme that is substantially comparable to the regulatory scheme applicable to the equivalent U.S. institution.

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

| Item 4. |
| --- |
| The information required by this item with respect to the Reporting Person is set forth in Rows 5
through 9 and 11 of the cover page to this Schedule 13G. The ownership percentages reported are based on 84,791,587 outstanding
shares of voting Common Stock as of September 7, 2022, as reported in the Issuer’s Form 6-K filed on September 8,
2022. |
| Durable Capital Master Fund LP directly holds 4,263,855 shares of Common Stock (the
“Shares”). The Reporting Person, as the investment adviser to Durable Capital Master Fund LP, has sole power to
direct the vote and disposition of the Shares. Durable Capital Partners GP LLC (“Durable GP”) is the general
partner of the Reporting Person, and Henry Ellenbogen is the chief investment officer of the Reporting Person and the managing member
of Durable GP. |

Item 5.
Inapplicable.

Item 6.
See disclosure of relationships among parties
under Item 4. The economic benefits of the Shares are shared based on agreements among the parties.

Item 7.
See control and Shares holding disclosure
in Item 4.

Item 8.
Inapplicable.

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Item 9.
Inapplicable.

| Item 10. |
| --- |
| 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, other than activities solely in
connection with a nomination under § 240.14a-11. |

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SIGNATURE

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

Date: October 7, 2022

DURABLE CAPITAL PARTNERS LP
By:	/s/ Julie Jack
Name:	Julie Jack
Title:	Authorized Person

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