Opendoor Technologies Inc. — Major Shareholding Notification 2020

Dec 28, 2020

SC 13G 1 d69965dsc13g.htm SC 13G SC 13G

United States

Securities and Exchange Commission

Washington, D.C. 20549

Schedule 13G

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant

to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed

Pursuant to § 240.13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.)*

Opendoor Technologies Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

683712103

(CUSIP Number)

December 18, 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 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).

CUSIP No. 81578P106 Schedule 13G Page 1 of 9

1	Names of Reporting Persons SVF Excalibur (Cayman) Limited
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	Sole Voting Power 0
6	Shared Voting Power 73,620,282
7	Sole Dispositive Power 0
8	Shared Dispositive Power 73,620,282

9	Aggregate Amount Beneficially Owned by Each Reporting Person 73,620,282
10	Check if the Aggregate
Amount in Row (9) Excludes Certain Shares Not
Applicable
11	Percent of Class
Represented by Amount in Row 9 13.5%
12	Type of Reporting
Person CO

CUSIP No. 81578P106 Schedule 13G Page 2 of 9

1	Names of Reporting Persons SVF Endurance (Cayman) Limited
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	Sole Voting Power 0
6	Shared Voting Power 73,620,282
7	Sole Dispositive Power 0
8	Shared Dispositive Power 73,620,282

9	Aggregate Amount Beneficially Owned by Each Reporting Person 73,620,282
10	Check if the Aggregate
Amount in Row (9) Excludes Certain Shares Not
Applicable
11	Percent of Class
Represented by Amount in Row 9 13.5%
12	Type of Reporting
Person CO

CUSIP No. 81578P106 Schedule 13G Page 3 of 9

1	Names of Reporting Persons SoftBank Vision Fund (AIV M1) 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 0
6	Shared Voting Power 73,620,282
7	Sole Dispositive Power 0
8	Shared Dispositive Power 73,620,282

9	Aggregate Amount Beneficially Owned by Each Reporting Person 73,620,282
10	Check if the Aggregate
Amount in Row (9) Excludes Certain Shares Not
Applicable
11	Percent of Class
Represented by Amount in Row 9 13.5%
12	Type of Reporting
Person PN

CUSIP No. 81578P106 Schedule 13G Page 4 of 9

1	Names of Reporting Persons SB Investment Advisers (UK) Limited
2	Check the Appropriate Box
if a Member of a Group (a) ☐ (b) ☐
3	SEC Use Only
4	Citizenship or Place of
Organization England and
Wales

Number of Shares Beneficially Owned by Each Reporting Person With	Sole Voting Power 0
6	Shared Voting Power 73,620,282
7	Sole Dispositive Power 0
8	Shared Dispositive Power 73,620,282

9	Aggregate Amount Beneficially Owned by Each Reporting Person 73,620,282
10	Check if the Aggregate
Amount in Row (9) Excludes Certain Shares Not
Applicable
11	Percent of Class
Represented by Amount in Row 9 13.5%
12	Type of Reporting
Person FI

CUSIP No. 81578P106 Schedule 13G Page 5 of 9

ITEM 1. (a) Name of Issuer:

Opendoor Technologies Inc. (the “Issuer”)

(b) Address of Issuer’s Principal Executive Offices:

1 Post Street, Floor 11

San Francisco, California 94104

ITEM 2. (a) Name of Person Filing:

Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:

SVF Excalibur (Cayman) Limited (“SVF Excalibur”)

SVF Endurance (Cayman) Limited (“SVF Endurance”)

SoftBank Vision Fund (AIV M1) L.P. (“AIV M1”)

SB Investment Advisers (UK) Limited (“SBIA UK”)

(b) Address or Principal Business Office:

The address for each of SVF Excalibur is c/o Walkers Corp Ltd., Cayman Corporate Centre, 27 Hospital Road George Town, Grand Cayman, KY1-9008, Cayman Islands. The address for AIV M1 is 251 Little Falls Drive, Wilmington, DE 19808. The address for SBIA UK is 69 Grosvenor Street, London W1K 3JP, United Kingdom.

(c) Citizenship of each Reporting Person is:

Each of SVF Excalibur and SVF Endurance is organized under the laws of the Cayman Islands. AIV M1 is organized under the laws of Delaware. SBIA UK is organized under the laws of England and Wales.

(d) Title of Class of Securities:

Common stock, par value $0.0001 per share (“Common Stock”).

(e) CUSIP Number:

683712103

ITEM 3.

Not applicable.

CUSIP No. 81578P106 Schedule 13G Page 6 of 9

ITEM 4. Ownership.

(a-c)

The ownership information presented below represents beneficial ownership of Common Stock of the Issuer as of December 18, 2020, based upon 544,422,565 shares of Common Stock outstanding.

Reporting Person — SVF Excalibur (Cayman) Limited	73,620,282	13.5 %	0	73,620,282	0	73,620,282
SVF Endurance (Cayman) Limited	73,620,282	13.5 %	0	73,620,282	0	73,620,282
SoftBank Vision Fund (AIV M1) L.P.	73,620,282	13.5 %	0	73,620,282	0	73,620,282
SB Investment Advisers (UK) Limited	73,620,282	13.5 %	0	73,620,282	0	73,620,282

SVF Excalibur is the record holder of the shares of Common Stock reported herein.

SVF Excalibur is a wholly owned subsidiary of SVF Endurance, which is a wholly owned subsidiary of AIV M1. SBIA UK has been appointed as alternative investment fund manager (“AIFM”) and is exclusively responsible for managing AIV M1 in accordance with the Alternative Investment Fund Managers Directive and is authorized and regulated by the UK Financial Conduct Authority accordingly. As AIFM of AIV M1, SBIA UK is exclusively responsible for making all decisions related to the acquisition, structuring, financing and disposal of AIV M1’s investments.

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.

Not applicable.

ITEM 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company.

Not applicable.

CUSIP No. 81578P106 Schedule 13G Page 7 of 9

ITEM 8. Identification and Classification of Members of the Group.

Not applicable.

ITEM 9. Notice of Dissolution of Group.

Not applicable.

ITEM 10. Certification.

By signing below I certify that, to the best of my 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, other than activities solely in connection with a nomination under §240.14a-11.

CUSIP No. 81578P106 Schedule 13G Page 8 of 9

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.

Date : December 23, 2020

SVF Excalibur (Cayman) Limited
By:	/s/ Brian Wheeler
Name:	Brian Wheeler
Title:	Director
SVF Endurance (Cayman) Limited
By:	/s/ Brian Wheeler
Name:	Brian Wheeler
Title:	Director
SoftBank Vision Fund (AIV M1) L.P.
By:	SB Investment Advisers (UK) Limited, its Manager
By:	/s/ Brian Wheeler
Name:	Brian Wheeler
Title:	General Counsel
SB Investment Advisers (UK) Limited
By:	/s/ Brian Wheeler
Name:	Brian Wheeler
Title:	General Counsel

CUSIP No. 81578P106 Schedule 13G Page 9 of 9

LIST OF EXHIBITS

Exhibit No.	Description
99	Joint Filing Agreement.