Amended Statement of Ownership (sc 13g/a)
February 14 2017 - 6:11AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. 1)*
Atlassian Corporation Plc
(Name of
Issuer)
Class A ordinary shares
(Title of
Class of Securities)
G06242104
(CUSIP Number)
December 31, 2016
(Date of
Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
*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 disclosures provided in a prior cover page.
The information required on 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 17 Pages
Exhibit Index Contained on Page 15
CUSIP NO. G06242104
|
13 G
|
Page 2 of 17
|
1
|
NAME OF REPORTING PERSONS
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Accel IX L.P. (“A9”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
(a)
¨
(b)
x
|
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
0 shares.
|
6
|
SHARED VOTING POWER
0 shares.
|
7
|
SOLE DISPOSITIVE POWER
0 shares.
|
8
|
SHARED DISPOSITIVE POWER
0 shares.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
0
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0.0%
|
12
|
TYPE OF REPORTING PERSON*
|
PN
|
CUSIP NO. G06242104
|
13 G
|
Page 3 of 17
|
1
|
NAME OF REPORTING PERSONS
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Accel IX Strategic Partners L.P. (“A9SP”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
(a)
¨
(b)
x
|
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
0 shares.
|
6
|
SHARED VOTING POWER
0 shares.
|
7
|
SOLE DISPOSITIVE POWER
0 shares.
|
8
|
SHARED DISPOSITIVE POWER
0 shares.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
0
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0.0%
|
12
|
TYPE OF REPORTING PERSON*
|
PN
|
CUSIP NO. G06242104
|
13 G
|
Page 4 of 17
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Accel IX Associates L.L.C. (“A9A”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
¨
(b)
x
|
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
0 shares.
|
6
|
SHARED VOTING POWER
0 shares.
|
7
|
SOLE DISPOSITIVE POWER
0 shares.
|
8
|
SHARED DISPOSITIVE POWER
0 shares.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
0
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0.0%
|
12
|
TYPE OF REPORTING PERSON
|
OO
|
CUSIP NO. G06242104
|
13 G
|
Page 5 of 17
|
1
|
NAME OF REPORTING PERSONS
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Accel Investors 2010 (B) L.L.C. (“AI10B”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
(a)
¨
(b)
x
|
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
0 shares.
|
6
|
SHARED VOTING POWER
0 shares.
|
7
|
SOLE DISPOSITIVE POWER
0 shares.
|
8
|
SHARED DISPOSITIVE POWER
0 shares.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
0
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0.0%
|
12
|
TYPE OF REPORTING PERSON*
|
OO
|
CUSIP NO. G06242104
|
13 G
|
Page 6 of 17
|
1
|
NAME OF REPORTING PERSONS
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Accel Growth Fund L.P. (“AGF”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
(a)
¨
(b)
x
|
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
0 shares.
|
6
|
SHARED VOTING POWER
0 shares.
|
7
|
SOLE DISPOSITIVE POWER
0 shares.
|
8
|
SHARED DISPOSITIVE POWER
0 shares.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
0
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0.0%
|
12
|
TYPE OF REPORTING PERSON*
|
PN
|
CUSIP NO. G06242104
|
13 G
|
Page 7 of 17
|
1
|
NAME OF REPORTING PERSONS
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Accel Growth Fund Strategic Partners L.P. (“AGFSP”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
(a)
¨
(b)
x
|
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
0 shares.
|
6
|
SHARED VOTING POWER
0 shares.
|
7
|
SOLE DISPOSITIVE POWER
0 shares.
|
8
|
SHARED DISPOSITIVE POWER
0 shares.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
0
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0.0%
|
12
|
TYPE OF REPORTING PERSON*
|
PN
|
CUSIP NO. G06242104
|
13 G
|
Page 8 of 17
|
1
|
NAME OF REPORTING PERSONS
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Accel Growth Fund Associates L.L.C. (“AGFA”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
(a)
¨
(b)
x
|
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
0 shares.
|
6
|
SHARED VOTING POWER
0 shares.
|
7
|
SOLE DISPOSITIVE POWER
0 shares.
|
8
|
SHARED DISPOSITIVE POWER
0 shares.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
0
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0.0%
|
12
|
TYPE OF REPORTING PERSON*
|
OO
|
CUSIP NO. G06242104
|
13 G
|
Page 9 of 17
|
1
|
NAME OF REPORTING PERSONS
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Accel Growth Fund Investors 2010 L.L.C. (“AGFI10”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
(a)
¨
(b)
x
|
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
0 shares.
|
6
|
SHARED VOTING POWER
0 shares.
|
7
|
SOLE DISPOSITIVE POWER
0 shares.
|
8
|
SHARED DISPOSITIVE POWER
0 shares.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
0
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0.0%
|
12
|
TYPE OF REPORTING PERSON*
|
OO
|
CUSIP NO. G06242104
|
13 G
|
Page 10 of 17
|
1
|
NAME OF REPORTING PERSONS
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Richard P. Wong (“RPW”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
(a)
¨
(b)
x
|
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
334,210 shares, which are directly owned by The Wong Family 2006 Trust dated 8/30/2006.
|
6
|
SHARED VOTING POWER
0 shares.
|
7
|
SOLE DISPOSITIVE POWER
334,210 shares, which are directly owned by The Wong Family 2006 Trust dated 8/30/2006.
|
8
|
SHARED DISPOSITIVE POWER
0 shares.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
334,210
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0.2%
|
12
|
TYPE OF REPORTING PERSON*
|
IN
|
CUSIP NO. G06242104
|
13 G
|
Page 11 of 17
|
This Amendment No.1 amends the statement on Schedule 13G filed
by Accel IX L.P., a Delaware limited partnership (“A9”), Accel IX Strategic Partners L.P., a Delaware limited partnership
(“A9SP”), Accel IX Associates L.L.C., a Delaware limited liability company (“A9A”), Accel Investors 2010
(B) L.L.C., a Delaware limited liability company (“AI10B”), Accel Growth Fund L.P., a Delaware limited partnership
(“AGF”), Accel Growth Fund Strategic Partners L.P., a Delaware limited partnership (“AGFSP”), Accel Growth
Fund Associates L.L.C., a Delaware limited liability company (“AGFA”), Accel Growth Fund Investors 2010 L.L.C., a Delaware
limited liability company (“AGFI10”) and Richard P. Wong (“RPW”). The foregoing entities and individual
are collectively referred to as the “Reporting Persons.”
|
ITEM 1(A).
|
NAME OF ISSUER
|
Atlassian Corporation Plc
|
ITEM 1(B).
|
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
|
173-185 Sussex Street
|
|
Sydney, Australia NSW2000
|
|
ITEM 2(A).
|
NAME OF PERSONS FILING
|
A9A is the general partner of A9
and A9SP, and may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by A9 and
A9SP. AGFA is the general partner of AGF and AGFSP, and may be deemed to have sole power to vote and sole power to dispose of shares
of the issuer directly owned by AGF and AGFSP. RPW is a director of the issuer and managing member of AGFA and AGFI10, and may
be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by AGF, AGFSP and AGFI10.
|
ITEM 2(B).
|
ADDRESS OF PRINCIPAL OFFICE
|
The address for each of the Reporting Persons
is:
Accel Partners
Palo Alto, CA 94301
|
|
A9, A9SP, AGF and AGFSP are Delaware limited partnerships. A9A, AGFA, AI10B and AGFI10 are Delaware limited liability companies.
RPW is a United States citizen.
|
|
ITEM 2(D)
|
TITLE OF CLASS OF SECURITIES
|
Class A ordinary shares.
The following information with respect
to the ownership of the Class A ordinary shares of the issuer by the persons filing this Statement is provided as of December 31,
2016.
CUSIP NO. G06242104
|
13 G
|
Page 12 of 17
|
|
(a)
|
Amount beneficially owned
:
|
See Row 9 of cover page for each
Reporting Person.
See Row 11 of cover page for each
Reporting Person.
|
(c)
|
Number of shares as to which such person has
:
|
|
(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
|
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:
x
Yes
|
ITEM 6.
|
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON
.
|
Under certain circumstances set forth
in the limited partnership agreements of A9, A9SP, AGF and AGFSP, and the limited liability company agreements of A9A, AGFA, AI10B
and AGFI10, the general partner and/or 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 the shares of the issuer owned by each such entity
of which they are a partner.
|
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.
CUSIP NO. G06242104
|
13 G
|
Page 13 of 17
|
Not applicable.
CUSIP NO. G06242104
|
13 G
|
Page 14 of 17
|
SIGNATURES
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: February 13, 2017
Entities:
|
Accel IX L.P.*
|
|
Accel IX Strategic Partners L.P.*
|
|
Accel IX Associates L.L.C.*
|
|
Accel Investors 2010 (B) L.L.C.*
|
|
Accel Growth Fund L.P.*
|
|
Accel Growth Fund Strategic Partners L.P.*
|
|
Accel Growth Fund Associates L.L.C.*
|
|
Accel Growth Fund Investors 2010 L.L.C.*
|
|
By:
|
/s/ Tracy L. Sedlock
|
|
|
Tracy L. Sedlock, Attorney-in-fact for
|
|
|
the above-listed entities
|
Individuals:
|
Richard P. Wong*
|
|
By:
|
/s/ Tracy L. Sedlock
|
|
|
Tracy L. Sedlock, Attorney-in-fact for
|
|
|
the above-listed individual
|
* Signed pursuant to a Power of Attorney already on file with
the appropriate agencies.
CUSIP NO. G06242104
|
13 G
|
Page 15 of 17
|
EXHIBIT INDEX
|
|
Found on
Sequentially
|
Exhibit
|
|
Numbered Page
|
|
|
|
Exhibit A: Agreement of Joint Filing
|
|
16
|
|
|
|
Exhibit B: Power of Attorney
|
|
17
|
CUSIP NO. G06242104
|
13 G
|
Page 16 of 17
|
exhibit A
Agreement of Joint
Filing
The Reporting Persons
hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Class A ordinary shares of Atlassian Corporation
Plc shall be filed on behalf of each of the Reporting Persons. Note that copies of the applicable Agreement of Joint Filing are
already on file with the appropriate agencies.
CUSIP NO. G06242104
|
13 G
|
Page 17 of 17
|
exhibit B
Power of Attorney
Tracy L. Sedlock has
signed this Schedule 13G as Attorney-In-Fact. Note that copies of the applicable Power of Attorney are already on file with the
appropriate agencies.
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