(Amendment No. 1)
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 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. 67020Y101
|
13G
|
Page
2 of 22 Pages
|
1
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Viking Global Investors LP
|
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
|
5
|
SOLE
VOTING POWER
0
|
6
|
SHARED
VOTING POWER
16,382,663
|
7
|
SOLE
DISPOSITIVE POWER
0
|
8
|
SHARED
DISPOSITIVE POWER
16,382,663
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,382,663
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.8%
|
12
|
TYPE
OF REPORTING PERSON
PN
|
|
|
|
|
|
|
*See
Item 4
CUSIP
No. 67020Y101
|
13G
|
Page
3 of 22 Pages
|
1
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Viking
Global Performance 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
|
5
|
SOLE
VOTING POWER
0
|
6
|
SHARED
VOTING POWER
11,221,002
|
7
|
SOLE
DISPOSITIVE POWER
0
|
8
|
SHARED
DISPOSITIVE POWER
11,221,002
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,221,002
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.0%
|
12
|
TYPE
OF REPORTING PERSON
OO
|
|
|
|
|
|
|
*See
Item 4
CUSIP
No. 67020Y101
|
13G
|
Page
4 of 22 Pages
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Viking Global Equities II LP
|
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
|
5
|
SOLE
VOTING POWER
0
|
6
|
SHARED
VOTING POWER
224,420
|
7
|
SOLE
DISPOSITIVE POWER
0
|
8
|
SHARED
DISPOSITIVE POWER
224,420
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
224,420
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1%
|
12
|
TYPE
OF REPORTING PERSON*
PN
|
|
|
|
|
|
|
*See Item 4
CUSIP
No. 67020Y101
|
13G
|
Page
5 of 22 Pages
|
1
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Viking
Global Equities Master Ltd.
|
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
|
5
|
SOLE
VOTING POWER
0
|
6
|
SHARED
VOTING POWER
10,996,582
|
7
|
SOLE
DISPOSITIVE POWER
0
|
8
|
SHARED
DISPOSITIVE POWER
10,996,582
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,996,582
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.9%
|
12
|
TYPE
OF REPORTING PERSON
CO
|
|
|
|
|
|
|
*See
Item 4
CUSIP
No. 67020Y101
|
13G
|
Page
6 of 22 Pages
|
1
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Viking
Long Fund GP 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
|
5
|
SOLE
VOTING POWER
0
|
6
|
SHARED
VOTING POWER
3,871,246
|
7
|
SOLE
DISPOSITIVE POWER
0
|
8
|
SHARED
DISPOSITIVE POWER
3,871,246
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,871,246
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.4%
|
12
|
TYPE
OF REPORTING PERSON
OO
|
|
|
|
|
|
|
*See
Item 4
CUSIP
No. 67020Y101
|
13G
|
Page
7 of 22 Pages
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Viking
Long Fund Master Ltd.
|
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
|
5
|
SOLE
VOTING POWER
0
|
6
|
SHARED
VOTING POWER
3,871,246
|
7
|
SOLE
DISPOSITIVE POWER
0
|
8
|
SHARED
DISPOSITIVE POWER
3,871,246
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,871,246
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.4%
|
12
|
TYPE
OF REPORTING PERSON*
CO
|
|
|
|
|
|
|
*See Item 4
CUSIP
No. 00650F109
|
13G
|
Page
8 of 22 Pages
|
1
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Viking
Global Opportunities GP 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
|
5
|
SOLE
VOTING POWER
0
|
6
|
SHARED
VOTING POWER
1,290,415
|
7
|
SOLE
DISPOSITIVE POWER
0
|
8
|
SHARED
DISPOSITIVE POWER
1,290,415
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,290,415
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.5%
|
12
|
TYPE
OF REPORTING PERSON
OO
|
|
|
|
|
|
|
*See
Item 4
CUSIP
No. 00650F109
|
13G
|
Page
9 of 22 Pages
|
1
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Viking
Global Opportunities Portfolio GP 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
|
5
|
SOLE
VOTING POWER
0
|
6
|
SHARED
VOTING POWER
1,290,415
|
7
|
SOLE
DISPOSITIVE POWER
0
|
8
|
SHARED
DISPOSITIVE POWER
1,290,415
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,290,415
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.5%
|
12
|
TYPE
OF REPORTING PERSON
OO
|
|
|
|
|
|
|
*See
Item 4
CUSIP
No. 00650F109
|
13G
|
Page
10 of 22 Pages
|
1
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Viking Global Opportunities Liquid Portfolio Sub-Master LP
|
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
|
5
|
SOLE
VOTING POWER
0
|
6
|
SHARED
VOTING POWER
1,290,415
|
7
|
SOLE
DISPOSITIVE POWER
0
|
8
|
SHARED
DISPOSITIVE POWER
1,290,415
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,290,415
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.5%
|
12
|
TYPE
OF REPORTING PERSON
PN
|
|
|
|
|
|
|
*See
Item 4
CUSIP
No. 67020Y101
|
13G
|
Page
11 of 22 Pages
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
O.
Andreas Halvorsen
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
☐
(b) ☒
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Norway
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
|
6
|
SHARED
VOTING POWER
16,382,663
|
7
|
SOLE
DISPOSITIVE POWER
0
|
8
|
SHARED
DISPOSITIVE POWER
16,382,663
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,382,663
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.8%
|
12
|
TYPE
OF REPORTING PERSON*
IN
|
|
|
|
|
|
|
*See
Item 4
CUSIP
No. 67020Y101
|
13G
|
Page
12 of 22 Pages
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
David
C. Ott
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
☐
(b) ☒
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
|
6
|
SHARED
VOTING POWER
16,382,663
|
7
|
SOLE
DISPOSITIVE POWER
0
|
8
|
SHARED
DISPOSITIVE POWER
16,382,663
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,382,663
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.8%
|
12
|
TYPE
OF REPORTING PERSON*
IN
|
|
|
|
|
|
|
*See
Item 4
CUSIP
No. 67020Y101
|
13G
|
Page
13 of 22 Pages
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Rose
S. Shabet
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
☐
(b) ☒
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED
VOTING POWER
16,382,663
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED
DISPOSITIVE POWER
16,382,663
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,382,663
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.8%
|
12
|
TYPE
OF REPORTING PERSON*
IN
|
|
|
|
|
|
|
*See
Item 4
CUSIP
No. 67020Y101
|
13G
|
Page
14 of 22 Pages
|
|
Item
1(a).
|
Name
of Issuer:
|
Nuance
Communications, Inc.
|
Item
1(b).
|
Address
of Issuer’s Principal Executive Offices:
|
1
Wayside Road,
Burlington,
MA 01803
|
Item
2(a).
|
Name
of Person Filing:
|
Viking
Global Investors LP (“VGI”),
Viking
Global Performance LLC (“VGP”),
Viking
Global Equities II LP ("VGEII"),
Viking
Global Equities Master Ltd. (“VGEM”),
Viking
Long Fund GP LLC (“VLFGP”),
Viking
Long Fund Master Ltd. ("VLFM"),
Viking
Global Opportunities GP LLC (“Opportunities GP”),
Viking
Global Opportunities Portfolio GP LLC (“Opportunities Portfolio GP”),
Viking
Global Opportunities Liquid Portfolio Sub-Master LP ("VGOL”),
O.
Andreas Halvorsen, David C. Ott and Rose S. Shabet (collectively, the "Reporting Persons")
|
Items
2(b).
|
Address
of Principal Business Office or, if none, Residence:
|
The
business address of each of the Reporting Persons is: 55 Railroad Avenue, Greenwich, Connecticut 06830.
VGI
and VGEII are Delaware limited partnerships; VGP, VLFGP, Opportunities GP and Opportunities Portfolio GP are Delaware limited
liability companies; VGEM and VLFM are Cayman Islands exempted companies; VGOL is a Cayman Islands exempted limited partnership;
O. Andreas Halvorsen is a citizen of Norway; and David C. Ott and Rose S. Shabet are citizens of the United States.
|
Item
2(d).
|
Titles
of Classes of Securities:
|
Common
stock, par value $0.001 per share (“Common Stock”)
|
Item
2(e).
|
CUSIP
NUMBER: 67020Y101
|
|
Item
3.
|
If
This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
|
|
(a)
|
☐ Broker or dealer registered under Section 15 of the Exchange Act
|
|
(b)
|
☐ Bank as defined in Section 3(a)(6) of the Exchange Act
|
CUSIP
No. 67020Y101
|
13G
|
Page
15 of 22 Pages
|
|
(c)
|
☐ Insurance company as defined in Section 3(a)(19) of the Exchange Act
|
|
(d)
|
☐ Investment company registered under Section 8 of the Investment
Company Act of 1940
|
|
(e)
|
☐ Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940:
see Rule 13d-1(b)(1)(ii)(E)
|
|
(f)
|
☐ Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee
Retirement Income Security Act of 1974 or Endowment Fund; see Rule 13d-1(b)(1)(ii)(F)
|
|
(g)
|
☐ Parent holding company, in accordance with Rule 13d-1(b)(1)(ii)(G).
|
|
(h)
|
☐ Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act.
|
|
(i)
|
☐ Church Plan that is excluded from the definition of an investment company under Section
3(c)(14) of the Investment Company Act of 1940.
|
|
(j)
|
☐ Non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J). If filing as a
non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the
type of institution:
|
|
(k)
|
☐ Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
|
A.
VGI
|
(a)
|
Amount
beneficially owned: 16,382,663
|
|
(b)
|
Percent
of Class: 5.8%
|
|
(c)
|
Number
of shares as to which such person has:
|
|
(i)
|
Sole
power to vote or to direct the vote: 0
|
|
(ii)
|
Shared
power to vote or to direct the vote: 16,382,663
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of: 0
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of: 16,382,663
|
VGI
provides managerial services to VGEII, VGEM, VLFM and VGOL. VGI has the authority to dispose of and vote the shares of Common
Stock directly owned by VGEII, VGEM, VLFM and VGOL. VGI does not directly own any shares of Common Stock.
CUSIP
No. 67020Y101
|
13G
|
Page
16 of 22 Pages
|
Based
on Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "Act"), VGI may be deemed to beneficially own
the shares of Common Stock directly held by VGEII, VGEM, VLFM and VGOL.
VGI
beneficially owns 16,382,663 shares of Common Stock consisting of (i) 224,420 shares of Common Stock directly and beneficially
owned by VGEII, (ii) 10,996,582 shares of Common Stock directly and beneficially owned by VGEM, (iii) 3,871,246 shares of Common
Stock directly and beneficially owned by VLFM and (iv) 1,290,415 shares of Common Stock directly and beneficially owned by VGOL.
B.
VGP
|
(a)
|
Amount
beneficially owned: 11,221,002
|
|
(b)
|
Percent
of Class: 4.0%
|
|
(c)
|
Number
of shares as to which such person has:
|
|
(i)
|
Sole
power to vote or to direct the vote: 0
|
|
(ii)
|
Shared
power to vote or to direct the vote: 11,221,002
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of: 0
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of: 11,221,002
|
VGP,
as the general partner of VGEII, has the authority to dispose of and vote the shares of Common Stock directly owned by VGEII.
VGP serves as investment manager to VGEM and has the authority to dispose of and vote the shares of Common Stock directly owned
by VGEM. VGP does not directly own any shares of Common Stock.
Based
on Rule 13d-3 of the Act, VGP may be deemed to beneficially own the shares of Common Stock directly held by VGEII and VGEM.
VGP
beneficially owns 11,221,002 of Common Stock consisting of (i) 224,420 shares of Common Stock directly and beneficially owned
by VGEII and (ii) 10,996,582 shares of Common Stock directly and beneficially owned by VGEM.
C.
VGEII
|
(a)
|
Amount
beneficially owned: 224,420
|
|
(b)
|
Percent
of Class: 0.1%
|
|
(c)
|
Number
of shares as to which such person has:
|
|
(i)
|
Sole
power to vote or to direct the vote: 0
|
|
(ii)
|
Shared
power to vote or to direct the vote: 224,420
|
CUSIP
No. 67020Y101
|
13G
|
Page
17 of 22 Pages
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of: 0
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of: 224,420
|
VGEII
has the authority to dispose of and vote the shares of Common Stock directly owned by it, which power may be exercised by its
general partner, VGP, and by VGI, an affiliate of VGP, which provides managerial services to VGEII.
D.
VGEM
|
(a)
|
Amount
beneficially owned: 10,996,582
|
|
(b)
|
Percent
of Class: 3.9%
|
|
(c)
|
Number
of shares as to which such person has:
|
|
(i)
|
Sole
power to vote or to direct the vote: 0
|
|
(ii)
|
Shared
power to vote or to direct the vote: 10,996,582
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of: 0
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of: 10,996,582
|
VGEM
has the authority to dispose of and vote the shares of Common Stock directly owned by it, which power may be exercised by its
investment manager, VGP, and by VGI, an affiliate of VGP, which provides managerial services to VGEM. Viking Global Equities LP
(a Delaware limited partnership) and Viking Global Equities III Ltd. (a Cayman Islands exempted company), through its investment
in VGE III Portfolio Ltd. (a Cayman Islands exempted company), invest substantially all of their assets through VGEM.
E.
VLFGP
|
(a)
|
Amount
beneficially owned: 3,871,246
|
|
(b)
|
Percent
of Class: 1.4%
|
|
(c)
|
Number
of shares as to which such person has:
|
|
(i)
|
Sole
power to vote or to direct the vote: 0
|
|
(ii)
|
Shared
power to vote or to direct the vote: 3,871,246
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of: 0
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of: 3,871,246
|
VLFGP
serves as the investment manager of VLFM and has the authority to dispose of and vote the shares of Common Stock directly owned
by VLFM. VLFGP does not directly own any shares of Common Stock.
CUSIP
No. 67020Y101
|
13G
|
Page
18 of 22 Pages
|
Based
on Rule 13d-3 of the Act, VLFGP may be deemed to beneficially own the shares of Common Stock directly held by VLFM.
F.
VLFM
|
(a)
|
Amount
beneficially owned: 3,871,246
|
|
(b)
|
Percent
of Class: 1.4%
|
|
(c)
|
Number
of shares as to which such person has:
|
|
(i)
|
Sole
power to vote or to direct the vote: 0
|
|
(ii)
|
Shared
power to vote or to direct the vote: 3,871,246
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of: 0
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of: 3,871,246
|
VLFM
has the authority to dispose of and vote the shares of Common Stock directly owned by it, which power may be exercised by its
investment manager, VLFGP, and by VGI, an affiliate of VLFGP, which provides managerial services to VLFM. Viking Long Fund LP
(a Delaware limited partnership) and Viking Long Fund III Ltd. (a Cayman Islands exempted company), through its investment in
Viking Long Fund Intermediate L.P. (a Cayman Islands limited partnership), invest substantially all of their assets through VLFM.
G.
Opportunities Portfolio GP
|
(a)
|
Amount
beneficially owned: 1,290,415
|
|
(b)
|
Percent
of Class: 0.5%
|
|
(c)
|
Number
of shares as to which such person has:
|
|
(i)
|
Sole
power to vote or to direct the vote: 0
|
|
(ii)
|
Shared
power to vote or to direct the vote: 1,290,415
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of: 0
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of: 1,290,415
|
Opportunities
Portfolio GP serves as the general partner of VGOL and has the authority to dispose of and vote the shares of Common Stock controlled
by VGOL. Opportunities Portfolio GP does not directly own any shares of Common Stock.
Based
on Rule 13d-3 of the Act, Opportunities Portfolio GP may be deemed to beneficially own the shares of Common Stock directly held
by VGOL.
CUSIP
No. 67020Y101
|
13G
|
Page
19 of 22 Pages
|
H.
Opportunities GP
|
(a)
|
Amount
beneficially owned: 1,290,415
|
|
(b)
|
Percent
of Class: 0.5%
|
|
(c)
|
Number
of shares as to which such person has:
|
|
(i)
|
Sole
power to vote or to direct the vote: 0
|
|
(ii)
|
Shared
power to vote or to direct the vote: 1,290,415
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of: 0
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of: 1,290,415
|
Opportunities
GP serves as the sole member of Opportunities Portfolio GP and has the authority to dispose of and vote the shares of Common Stock
controlled by Opportunities Portfolio GP, which consists of the shares of Common Stock directly held by VGOL. Opportunities GP
does not directly own any shares of Common Stock.
Based
on Rule 13d-3 of the Act, Opportunities GP may be deemed to beneficially own the shares of Common Stock directly held by VGOL.
I.
VGOL
|
(a)
|
Amount
beneficially owned: 1,290,415
|
|
(b)
|
Percent
of Class: 0.5%
|
|
(c)
|
Number
of shares as to which such person has:
|
|
(i)
|
Sole
power to vote or to direct the vote: 0
|
|
(ii)
|
Shared
power to vote or to direct the vote: 1,290,415
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of: 0
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of: 1,290,415
|
VGOL
has the authority to dispose of and vote the shares of Common Stock directly owned by it, which power may be exercised by its
general partner, Opportunities Portfolio GP, and by VGI, an affiliate of Opportunities Portfolio GP, which provides managerial
services to VGOL.
Viking
Global Opportunities LP (a Delaware limited partnership) and Viking Global Opportunities III LP (a Cayman Islands exempted limited
partnership), through its investment in Viking Global Opportunities Intermediate LP (a Cayman Islands exempted limited partnership),
invest substantially all of their assets in Viking Global Opportunities Master LP (a Cayman Islands exempted limited partnership),
which in turn invests through VGOL.
J.
O. Andreas Halvorsen, David C. Ott and Rose S. Shabet
|
(a)
|
Amount
beneficially owned: 16,382,663
|
CUSIP
No. 67020Y101
|
13G
|
Page
20 of 22 Pages
|
|
(b)
|
Percent
of Class: 5.8%
|
|
(c)
|
Number
of shares as to which such person has:
|
|
(i)
|
Sole
power to vote or to direct the vote: 0
|
|
(ii)
|
Shared
power to vote or to direct the vote: 16,382,663
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of: 0
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of: 16,382,663
|
Mr.
Halvorsen, Mr. Ott and Ms. Shabet, as Executive Committee Members of Viking Global Partners LLC, general partner of VGI, VGP,
VLFGP and Opportunities GP have shared authority to dispose of and vote the shares of Common Stock beneficially owned by VGI,
VGP, VLFGP and Opportunities GP. None of Mr. Halvorsen, Mr. Ott and Ms. Shabet directly owns any shares of Common Stock.
Based
on Rule 13d-3 of the Act, each may be deemed to beneficially own the shares of Common Stock directly held by VGEII, VGEM, VLFM
and VGOL.
Mr.
Halvorsen, Mr. Ott and Ms. Shabet each beneficially own 16,382,663 shares of Common Stock consisting of (i) 224,420 shares of
Common Stock directly and beneficially owned by VGEII, (ii) 10,996,582 shares of Common Stock directly and beneficially owned
by VGEM, (iii) 3,871,246 shares of Common Stock directly and beneficially owned by VLFM and (iv) 1,290,415 shares of Common Stock
directly and beneficially owned by VGOL.
|
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 Persons have ceased to be the beneficial
owner of more than five percent of the class of securities, check the following [ ].
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another Person.
|
Yes,
see Item 4.
|
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.
CUSIP
No. 67020Y101
|
13G
|
Page
21 of 22 Pages
|
|
Item
9.
|
Notice
of Dissolution of Group.
|
Not
applicable.
|
Item
10.
|
Certification.
(if filing pursuant to Rule 13d-1(c))
|
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 not held in connection with or as a participant in any transaction having that purpose
or effect.
CUSIP
No. 67020Y101
|
13G
|
Page
22 of 22 Pages
|
SIGNATURES
After
reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated:
February 12, 2021
|
By:
|
/s/ Scott M. Hendler
|
|
Name:
Scott M. Hendler on behalf of O. Andreas Halvorsen (1)
|
|
By:
|
/s/ Scott M. Hendler
|
|
Name:
Scott M. Hendler on behalf of David C. Ott (2)
|
|
By:
|
/s/ Scott M. Hendler
|
|
Name:
Scott M. Hendler on behalf of Rose S. Shabet (3)
|
(1)
Scott M. Hendler is signing on behalf of O. Andreas Halvorsen, individually and as an Executive Committee Member of VIKING GLOBAL
PARTNERS LLC, on behalf of VIKING GLOBAL INVESTORS LP, and as an Executive Committee Member of VIKING GLOBAL PERFORMANCE LLC,
on behalf of itself and VIKING GLOBAL EQUITIES II LP and VIKING GLOBAL EQUITIES MASTER LTD., and as an Executive Committee Member
of VIKING LONG FUND GP LLC, on behalf of itself and VIKING LONG FUND MASTER LTD., and as an Executive Committee Member of VIKING
GLOBAL OPPORTUNITIES GP LLC, on behalf of itself and VIKING GLOBAL OPPORTUNITIES PORTFOLIO GP LLC and VIKING GLOBAL OPPORTUNITIES
LIQUID PORTFOLIO SUB-MASTER LP, pursuant to an authorization and designation letter dated February 9, 2021, attached as an exhibit
hereto.
(2)
Scott M. Hendler is signing on behalf of David C. Ott, individually and as an Executive Committee Member of VIKING GLOBAL PARTNERS
LLC, on behalf of VIKING GLOBAL INVESTORS LP, and as an Executive Committee Member of VIKING GLOBAL PERFORMANCE LLC, on behalf
of itself and VIKING GLOBAL EQUITIES II LP and VIKING GLOBAL EQUITIES MASTER LTD., and as an Executive Committee Member of VIKING
LONG FUND GP LLC, on behalf of itself and VIKING LONG FUND MASTER LTD., and as an Executive Committee Member of VIKING GLOBAL
OPPORTUNITIES GP LLC, on behalf of itself and VIKING GLOBAL OPPORTUNITIES PORTFOLIO GP LLC and VIKING GLOBAL OPPORTUNITIES LIQUID
PORTFOLIO SUB-MASTER LP, pursuant to an authorization and designation letter dated February 9, 2021, attached as an exhibit hereto.
(3)
Scott M. Hendler is signing on behalf of Rose S. Shabet, individually and as an Executive Committee Member of VIKING GLOBAL PARTNERS
LLC, on behalf of VIKING GLOBAL INVESTORS LP, and as an Executive Committee Member of VIKING GLOBAL PERFORMANCE LLC, on behalf
of itself and VIKING GLOBAL EQUITIES II LP and VIKING GLOBAL EQUITIES MASTER LTD., and as an Executive Committee Member of VIKING
LONG FUND GP LLC, on behalf of itself and VIKING LONG FUND MASTER LTD., and as an Executive Committee Member of VIKING GLOBAL
OPPORTUNITIES GP LLC, on behalf of itself and VIKING GLOBAL OPPORTUNITIES PORTFOLIO GP LLC and VIKING GLOBAL OPPORTUNITIES LIQUID
PORTFOLIO SUB-MASTER LP, pursuant to an authorization and designation letter dated February 9, 2021, attached as an exhibit hereto.
Exhibit
1
POWER OF ATTORNEY
February 9, 2021
O. Andreas Halvorsen hereby makes, constitutes and appoints
Andrew M. Genser, Matthew H. Bloom and Scott M. Hendler, or any one of them, as a true and lawful attorney-in-fact of the undersigned
with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (both in the undersigned’s
individual capacity and as a manager or member of any limited liability company, as a partner of any partnership, as an officer
of any corporate or other entity, or in the undersigned’s capacity in a position similar to the foregoing at any entity),
to execute and deliver such forms, schedules, statements and other documents as may be required to be filed from time to time with
the Securities and Exchange Commission with respect to: (i) Sections 13(d), 13(g), 13(f), 13(h) and 16(a) of the Securities Exchange
Act of 1934, as amended, including without limitation, Schedule 13D, Schedule 13G, Form 13F, Form 13H, Form 3, Form 4 and Form
5 and (ii) in connection with any applications for EDGAR access codes, including without limitation the Form ID.
This power of attorney shall be valid from the date hereof and
shall remain in full force and effect until revoked by the undersigned in a signed writing, or, in respect of any attorney-in-fact
named herein, until such person ceases to be an employee Viking Global Investors LP or one of its affiliates.
|
/s/ O. Andreas Halvorsen
|
|
|
Name: O. Andreas Halvorsen
|
|
POWER OF ATTORNEY
February 9, 2021
David C. Ott hereby makes, constitutes and appoints Andrew M.
Genser, Matthew H. Bloom and Scott M. Hendler, or any one of them, as a true and lawful attorney-in-fact of the undersigned with
full powers of substitution and revocation, for and in the name, place and stead of the undersigned (both in the undersigned’s
individual capacity and as a manager or member of any limited liability company, as a partner of any partnership, as an officer
of any corporate or other entity, or in the undersigned’s capacity in a position similar to the foregoing at any entity),
to execute and deliver such forms, schedules, statements and other documents as may be required to be filed from time to time with
the Securities and Exchange Commission with respect to: (i) Sections 13(d), 13(g), 13(f), 13(h) and 16(a) of the Securities Exchange
Act of 1934, as amended, including without limitation, Schedule 13D, Schedule 13G, Form 13F, Form 13H, Form 3, Form 4 and Form
5 and (ii) in connection with any applications for EDGAR access codes, including without limitation the Form ID.
This power of attorney shall be valid from the date hereof and
shall remain in full force and effect until revoked by the undersigned in a signed writing, or, in respect of any attorney-in-fact
named herein, until such person ceases to be an employee Viking Global Investors LP or one of its affiliates.
|
/s/ David C. Ott
|
|
|
Name: David C. Ott
|
|
POWER OF ATTORNEY
February 9, 2021
Rose S. Shabet hereby makes, constitutes and appoints Andrew
M. Genser, Matthew H. Bloom and Scott M. Hendler, or any one of them, as a true and lawful attorney-in-fact of the undersigned
with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (both in the undersigned’s
individual capacity and as a manager or member of any limited liability company, as a partner of any partnership, as an officer
of any corporate or other entity, or in the undersigned’s capacity in a position similar to the foregoing at any entity),
to execute and deliver such forms, schedules, statements and other documents as may be required to be filed from time to time with
the Securities and Exchange Commission with respect to: (i) Sections 13(d), 13(g), 13(f), 13(h) and 16(a) of the Securities Exchange
Act of 1934, as amended, including without limitation, Schedule 13D, Schedule 13G, Form 13F, Form 13H, Form 3, Form 4 and Form
5 and (ii) in connection with any applications for EDGAR access codes, including without limitation the Form ID.
This power of attorney shall be valid from the date hereof and
shall remain in full force and effect until revoked by the undersigned in a signed writing, or, in respect of any attorney-in-fact
named herein, until such person ceases to be an employee Viking Global Investors LP or one of its affiliates.
|
/s/ Rose S. Shabet
|
|
|
Name: Rose S. Shabet
|
|