IonQ, Inc. - Major Shareholding Notification 2021

SC 13G 1 d859608dsc13g.htm SC 13G SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

IonQ, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

46222L108

(CUSIP Number)

September 30, 2021

(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 persons 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).

(Continued on following pages)

Page 1 of 15

CUSIP No. 46222L108 13G

1	NAME OF REPORTING PERSONS GV 2016, L.P.
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:	SOLE VOTING POWER 17,350,506 (1)
6	SHARED VOTING POWER See response to row 5.
7	SOLE DISPOSITIVE POWER 17,350,506 (2)
8	SHARED DISPOSITIVE POWER See response to row
7.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,350,506
10	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9 9.01% (3)
12	TYPE OF REPORTING
PERSON PN

(1) Consists of 17,350,506 shares of the Issuers Common Stock held directly by GV 2016, L.P. GV 2016 GP, L.P. (the general partner of GV 2016, L.P.), GV 2016 GP, L.L.C. (the general partner of GV 2016 GP, L.P.), Alphabet Holdings LLC (the sole member of GV 2016 GP, L.L.C.), XXVI Holdings Inc. (the sole member of Alphabet Holdings LLC), and Alphabet Inc. (the controlling stockholder of XXVI Holdings Inc.) may each be deemed to have sole power to vote the shares held directly by GV 2016, L.P.

(2) Consists of 17,350,506 shares of the Issuers Common Stock held directly by GV 2016, L.P. GV 2016 GP, L.P. (the general partner of GV 2016, L.P.), GV 2016 GP, L.L.C. (the general partner of GV 2016 GP, L.P.), Alphabet Holdings LLC (the sole member of GV 2016 GP, L.L.C.), XXVI Holdings Inc. (the sole member of Alphabet Holdings LLC), and Alphabet Inc. (the controlling stockholder of XXVI Holdings Inc.) may each be deemed to have the sole power to dispose of the shares held directly by GV 2016, L.P.

(3) Based on 192,485,413 shares of the Issuers Common Stock outstanding as of September 30, 2021 as disclosed in the Issuers Form 8-K filed with the Securities and Exchange Commission on October 4, 2021.

Page 2 of 15

CUSIP No. 46222L108 13G

1	NAME OF REPORTING PERSONS GV 2016 GP, L.P.
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:	SOLE VOTING POWER 17,350,506 (1)
6	SHARED VOTING POWER See response to row 5.
7	SOLE DISPOSITIVE POWER 17,350,506 (2)
8	SHARED DISPOSITIVE POWER See response to row
7.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,350,506
10	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9 9.01% (3)
12	TYPE OF REPORTING
PERSON PN

Page 3 of 15

CUSIP No. 46222L108 13G

1	NAME OF REPORTING PERSONS GV 2016 GP, L.L.C.
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:	SOLE VOTING POWER 17,350,506 (1)
6	SHARED VOTING POWER See response to row 5.
7	SOLE DISPOSITIVE POWER 17,350,506 (2)
8	SHARED DISPOSITIVE POWER See response to row
7.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,350,506
10	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9 9.01% (3)
12	TYPE OF REPORTING
PERSON OO

Page 4 of 15

CUSIP No. 46222L108 13G

1	NAME OF REPORTING PERSONS GV 2019, L.P.
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:	SOLE VOTING POWER 4,556,532 (4)
6	SHARED VOTING POWER See response to row 5.
7	SOLE DISPOSITIVE POWER 4,556,532 (5)
8	SHARED DISPOSITIVE POWER See response to row
7.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,556,532
10	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9 2.37% (3)
12	TYPE OF REPORTING
PERSON PN

(4) Consists of 4,556,532 shares of the Issuers Common Stock held directly by GV 2019, L.P. GV 2019 GP, L.P. (the general partner of GV 2019, L.P.), GV 2019 GP, L.L.C. (the general partner of GV 2019 GP, L.P.), Alphabet Holdings LLC (the sole member of GV 2019 GP, L.L.C.), XXVI Holdings Inc. (the sole member of Alphabet Holdings LLC), and Alphabet Inc. (the controlling stockholder of XXVI Holdings Inc.) may each be deemed to have sole power to vote the shares held directly by GV 2019, L.P.

(5) Consists of 4,556,532 shares of the Issuers Common Stock held directly by GV 2019, L.P. GV 2019 GP, L.P. (the general partner of GV 2019, L.P.), GV 2019 GP, L.L.C. (the general partner of GV 2019 GP, L.P.), Alphabet Holdings LLC (the sole member of GV 2019 GP, L.L.C.), XXVI Holdings Inc. (the sole member of Alphabet Holdings LLC), and Alphabet Inc. (the controlling stockholder of XXVI Holdings Inc.) may each be deemed to have the sole power to dispose of the shares held directly by GV 2019, L.P.

Page 5 of 15

CUSIP No. 46222L108 13G

1	NAME OF REPORTING PERSONS GV 2019 GP, L.P.
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:	SOLE VOTING POWER 4,556,532 (4)
6	SHARED VOTING POWER See response to row 5.
7	SOLE DISPOSITIVE POWER 4,556,532 (5)
8	SHARED DISPOSITIVE POWER See response to row
7.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,556,532
10	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9 2.37% (3)
12	TYPE OF REPORTING
PERSON PN

Page 6 of 15

CUSIP No. 46222L108 13G

1	NAME OF REPORTING PERSONS GV 2019 GP, L.L.C.
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:	SOLE VOTING POWER 4,556,532 (4)
6	SHARED VOTING POWER See response to row 5.
7	SOLE DISPOSITIVE POWER 4,556,532 (5)
8	SHARED DISPOSITIVE POWER See response to row
7.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,556,532
10	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9 2.37% (3)
12	TYPE OF REPORTING
PERSON OO

Page 7 of 15

CUSIP No. 46222L108 13G

1	NAME OF REPORTING PERSONS Alphabet Holdings 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:	SOLE VOTING POWER 21,907,038 (6)
6	SHARED VOTING POWER See response to row 5.
7	SOLE DISPOSITIVE POWER 21,907,038 (7)
8	SHARED DISPOSITIVE POWER See response to row
7.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 21,907,038
10	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9 11.38% (3)
12	TYPE OF REPORTING
PERSON OO

(6) Consists of 17,350,506 shares of the Issuers Common Stock held directly by GV 2016, L.P. and 4,556,532 shares of the Issuers Common Stock held directly by GV 2019, L.P. GV 2016 GP, L.P. (the general partner of GV 2016, L.P.), GV 2016 GP, L.L.C. (the general partner of GV 2016 GP, L.P.), Alphabet Holdings LLC (the sole member of GV 2016 GP, L.L.C.), XXVI Holdings Inc. (the sole member of Alphabet Holdings LLC), and Alphabet Inc. (the controlling stockholder of XXVI Holdings Inc.) may each be deemed to have sole power to vote the shares held directly by GV 2016, L.P. GV 2019 GP, L.P. (the general partner of GV 2019, L.P.), GV 2019 GP, L.L.C. (the general partner of GV 2019 GP, L.P.), Alphabet Holdings LLC (the sole member of GV 2019 GP, L.L.C.), XXVI Holdings Inc. (the sole member of Alphabet Holdings LLC), and Alphabet Inc. (the controlling stockholder of XXVI Holdings Inc.) may each be deemed to have sole power to vote the shares held directly by GV 2019, L.P.

(7) Consists of 17,350,506 shares of the Issuers Common Stock held directly by GV 2016, L.P. and 4,556,532 shares of the Issuers Common Stock held directly by GV 2019, L.P. GV 2016 GP, L.P. (the general partner of GV 2016, L.P.), GV 2016 GP, L.L.C. (the general partner of GV 2016 GP, L.P.), Alphabet Holdings LLC (the sole member of GV 2016 GP, L.L.C.), XXVI Holdings Inc. (the sole member of Alphabet Holdings LLC), and Alphabet Inc. (the controlling stockholder of XXVI Holdings Inc.) may each be deemed to have the sole power to dispose of the shares held directly by GV 2016, L.P. GV 2019 GP, L.P. (the general partner of GV 2019, L.P.), GV 2019 GP, L.L.C. (the general partner of GV 2019 GP, L.P.), Alphabet Holdings LLC (the sole member of GV 2019 GP, L.L.C.), XXVI Holdings Inc. (the sole member of Alphabet Holdings LLC), and Alphabet Inc. (the controlling stockholder of XXVI Holdings Inc.) may each be deemed to have the sole power to dispose of the shares held directly by GV 2019, L.P.

Page 8 of 15

CUSIP No. 46222L108 13G

1	NAME OF REPORTING PERSONS XXVI Holdings Inc.
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:	SOLE VOTING POWER 21,907,038 (6)
6	SHARED VOTING POWER See response to row 5.
7	SOLE DISPOSITIVE POWER 21,907,038 (7)
8	SHARED DISPOSITIVE POWER See response to row
7.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 21,907,038
10	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9 11.38% (3)
12	TYPE OF REPORTING
PERSON CO

Page 9 of 15

CUSIP No. 46222L108 13G

1	NAME OF REPORTING PERSONS Alphabet Inc.
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:	SOLE VOTING POWER 21,907,038 (6)
6	SHARED VOTING POWER See response to row 5.
7	SOLE DISPOSITIVE POWER 21,907,038 (7)
8	SHARED DISPOSITIVE POWER See response to row
7.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 21,907,038
10	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9 11.38% (3)
12	TYPE OF REPORTING
PERSON CO, HC

Page 10 of 15

ITEM 1(A). NAME OF ISSUER

IonQ, Inc.

ITEM 1(B). ADDRESS OF ISSUERS PRINCIPAL EXECUTIVE OFFICES:

405 Campus Drive

College Park, MD 20740

ITEM 2(A). NAME OF PERSONS FILING:

This statement is filed by the following entities, collectively referred to as the Reporting Persons:

GV 2016, L.P., a Delaware limited partnership

GV 2016 GP, L.P., a Delaware limited partnership

GV 2016 GP, L.L.C., a Delaware limited liability company

GV 2019, L.P., a Delaware limited partnership

GV 2019 GP, L.P., a Delaware limited partnership

GV 2019 GP, L.L.C., a Delaware limited liability company

Alphabet Holdings LLC, a Delaware limited liability company

XXVI Holdings Inc., a Delaware corporation, and

Alphabet Inc., a Delaware corporation

Each of GV 2016 GP, L.P. (the general partner of GV 2016, L.P.), GV 2016 GP, L.L.C. (the general partner of GV 2016 GP, L.P.), Alphabet Holdings LLC (the sole member of GV 2016 GP, L.L.C.), XXVI Holdings Inc. (the sole member of Alphabet Holdings LLC), and Alphabet Inc. (the controlling stockholder of XXVI Holdings Inc.) may be deemed to have sole power to vote or sole power to dispose of the securities owned directly by GV 2016, L.P.

Each of GV 2019 GP, L.P. (the general partner of GV 2019, L.P.), GV 2019 GP, L.L.C. (the general partner of GV 2019 GP, L.P.), Alphabet Holdings LLC (the sole member of GV 2019 GP, L.L.C.), XXVI Holdings Inc. (the sole member of Alphabet Holdings LLC), and Alphabet Inc. (the controlling stockholder of XXVI Holdings Inc.) may be deemed to have sole power to vote or sole power to dispose of the securities owned directly by GV 2019, L.P.

ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE:

The address of the principal business office for each of the Reporting Persons is:

1600 Amphitheatre Parkway

Mountain View, CA 94043

ITEM 2(C). CITIZENSHIP:

GV 2016, L.P. is a Delaware limited partnership, GV 2016 GP, L.P. is a Delaware limited partnership, GV 2016 GP, L.L.C. is a Delaware limited liability company, GV 2019, L.P. is a Delaware limited partnership, GV 2019 GP, L.P. is a Delaware limited partnership, GV 2019 GP, L.L.C. is a Delaware limited liability company, Alphabet Holdings LLC is a Delaware limited liability company, XXVI Holdings Inc. is a Delaware corporation, and Alphabet Inc. is a Delaware corporation.

Page 11 of 15

ITEM 2(D)/(E). TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER:

Common Stock, par value $0.0001 per share

CUSIP # 46222L108

ITEM 3. Not Applicable.

ITEM 4. OWNERSHIP:

(a) Amount beneficially owned :

See Row 9 of cover page for each Reporting Person.

(b) Percent of Class :

See Row 11 of cover page for each Reporting Person.

(i) Sole power to vote or to direct the vote :

See Row 5 of cover page for each Reporting Person.

(ii) Shared power to vote or to direct the vote :

See Row 6 of cover page for each Reporting Person.

(iii) Sole power to dispose or to direct the disposition of :

See Row 7 of cover page for each Reporting Person.

(iv) Shared power to dispose or to direct the disposition of :

See Row 8 of cover page for each Reporting Person.

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:

Not Applicable.

ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:

Under certain circumstances set forth in the limited partnership agreement of GV 2016, L.P., the limited partnership agreement of GV 2019, L.P., the limited partnership agreement of GV 2016 GP, L.P., the limited partnership agreement of GV 2019 GP, L.P., the limited liability company agreement of GV 2016 GP, L.L.C., and the limited liability company agreement of GV 2019 GP, L.L.C., the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by each such entity of which they are a general partner, limited partner, or member.

ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:

Not Applicable.

Page 12 of 15

ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:

Not Applicable.

ITEM 9. NOTICE OF DISSOLUTION OF GROUP:

Not Applicable.

ITEM 10. CERTIFICATION:

Each of the Reporting Persons hereby makes the following certification:

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 are not held in connection with or as a participant in any transaction having that purpose or effect.

Page 13 of 15

SIGNATURES

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

Dated: October 12, 2021

GV 2016, L.P.
By: GV 2016 GP, L.P., its General Partner
By: GV 2016 GP, L.L.C., its General Partner
By: Alphabet Holdings LLC, its Sole Member
By:	/s/ Kathryn W. Hall
Name: Kathryn W. Hall
Title: Secretary
GV 2016 GP, L.P.
By: GV 2016 GP, L.L.C., its General Partner
By: Alphabet Holdings LLC, its Sole Member
By:	/s/ Kathryn W. Hall
Name: Kathryn W. Hall
Title: Secretary
GV 2016 GP, L.L.C.
By: Alphabet Holdings LLC, its Sole Member
By:	/s/ Kathryn W. Hall
Name: Kathryn W. Hall
Title: Secretary
GV 2019, L.P.
By: GV 2019 GP, L.P., its General Partner
By: GV 2019 GP, L.L.C., its General Partner
By: Alphabet Holdings LLC, its Sole Member
By:	/s/ Kathryn W. Hall
Name: Kathryn W. Hall
Title: Secretary
GV 2019 GP, L.P.
By: GV 2019 GP, L.L.C., its General Partner
By: Alphabet Holdings LLC, its Sole Member
By:	/s/ Kathryn W. Hall
Name: Kathryn W. Hall
Title: Secretary

Page 14 of 15

GV 2019 GP, L.L.C.
By: Alphabet Holdings LLC, its Sole Member
By:	/s/ Kathryn W. Hall
Name: Kathryn W. Hall
Title: Secretary
Alphabet Holdings LLC
By:	/s/ Kathryn W. Hall
Name: Kathryn W. Hall
Title: Secretary
XXVI Holdings Inc.
By:	/s/ Kathryn W. Hall
Name: Kathryn W. Hall
Title: Assistant Secretary
Alphabet Inc.
By:	/s/ Kathryn W. Hall
Name: Kathryn W. Hall
Title: Assistant Secretary

Page 15 of 15

EXHIBIT INDEX

Exhibit 1 Agreement of Joint Filing as required by Rule 13d-1(k)(1) under the Act

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IonQ, Inc. Major Shareholding Notification 2021

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IonQ, Inc. — Major Shareholding Notification 2021

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