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Yext, Inc. — Major Shareholding Notification 2018
Feb 9, 2018
32156_mrq_2018-02-09_d0363af1-bb21-42dc-bcac-f1171fd87fee.zip
Major Shareholding Notification
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SEC 1745 (6-00) Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
| UNITED STATES | OMB APPROVAL |
|---|---|
| SECURITIES AND EXCHANGE COMMISSION | OMB Number: 3235-0145 |
| Washington, D.C. 20549 | Expires: October 31, 2002 |
| Estimated average burden hours per response ..... 14.9 | |
| SCHEDULE 13G |
*Under the Securities Exchange Act of 1934 (Amendment No. )**
*Yext, Inc.*
(Name of Issuer)
*Common Stock, par value $0.001 per share*
(Title of Class of Securities)
*98585N106*
(CUSIP Number)
*December 31, 2017*
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| o | Rule 13d-1(b) |
|---|---|
| o | Rule 13d-1(c) |
| x | 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. 98585N106 — 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). WGI Group, LLC | |
|---|---|---|
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 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 3,474,673 |
| 6. | Shared Voting Power | |
| 7. | Sole Dispositive Power 3,474,673 | |
| 8. | Shared Dispositive Power | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 3,474,673 | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |
| 11. | Percent of Class Represented by Amount in Row (9) 3.8% | |
| 12. | Type of Reporting Person (See Instructions) OO |
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| CUSIP No. 98585N106 — 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Michael Walrath | |
|---|---|---|
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | o | |
| (b) | o | |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of Organization United States of America | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 5,047,211 |
| 6. | Shared Voting Power | |
| 7. | Sole Dispositive Power 5,047,211 | |
| 8. | Shared Dispositive Power | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 5,047,211 | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |
| 11. | Percent of Class Represented by Amount in Row (9) 5.4% | |
| 12. | Type of Reporting Person (See Instructions) IN |
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| Item 1. | (a) | Name of Issuer Yext, Inc. (Issuer) | |
|---|---|---|---|
| (b) | Address of Issuers Principal Executive Offices 1 Madison Avenue, 5th Floor, New York, NY 10010 | ||
| Item 2. | |||
| (a) | Name of Person Filing: a. WGI Group, LLC; and b. Michael Walrath, who has sole voting and dispositive power over shares held by WGI Group, LLC. | ||
| (b) | Address of Principal Business Office or, if none, Residence: a. WGI Group, LLC222 S. Albany St., Ste. 2, Ithaca, NY 14850; b. Michael Walrath222 S. Albany St., Ste. 2, Ithaca, NY 14850. | ||
| (c) | Citizenship: a. WGI Group, LLCDelaware; b. Michael WalrathUnited States of America. | ||
| (d) | Title of Class of Securities Common Stock, par value $0.001 per share (the Common Stock) | ||
| (e) | CUSIP Number 98585N106 | ||
| 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) | o | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | |
| (b) | o | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | |
| (c) | o | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | |
| (d) | o | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | |
| (e) | o | An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) | o | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | o | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
| (h) | o | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | o | 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) | o | Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
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| Item 4. | Ownership — (a) | Amount beneficially owned: 5,047,211 | |
|---|---|---|---|
| Note (a): Includes (i) 3,474,673 shares held by WGI Group, LLC, over which Mr. Walrath holds sole voting and dispositive control, and (ii) 1,572,538 shares subject to options that were exercisable at or within 60 days of December 31, 2017. | |||
| (b) | Percent of class: 5.4% | ||
| (c) | Number of shares as to which the person has: | ||
| (i) | Sole power to vote or to direct the vote: 5,047,211 | ||
| (ii) | Shared power to vote or to direct the vote: 0 | ||
| (iii) | Sole power to dispose or to direct the disposition of 5,047,211 | ||
| (iv) | Shared power to dispose or to direct the disposition of: 0 | ||
| 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 person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o . 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 | |||
| Item 8. | Identification and Classification of Members of the Group | ||
| Not applicable | |||
| Item 9. | Notice of Dissolution of Group | ||
| Not applicable |
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ITEM 10. Certification
*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.
| WGI GROUP, LLC |
|---|
| By: Michael Walrath, Managing Partner |
| February 9, 2018 |
| Date |
| /s/ Michael Walrath |
| Signature |
| MICHAEL WALRATH |
| February 9, 2018 |
| Date |
| /s/ Michael Walrath |
| Signature |
*Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)*
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