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CUSIP No. 90353T 100
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13G
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Page
6
of 10 Pages
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90353T 100
Item 3.
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If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a(n):
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(a) ☐
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b) ☐ Bank as defined in
section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) ☐ Insurance company as defined in section 3(a)(19) of the
Act (15 U.S.C. 78c).
(d) ☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) ☐ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
(f) ☐ An employee benefit plan or endowment fund in accordance
with §240.13d-1(b)(1)(ii)(F).
(g) ☐ A parent holding company or control person in
accordance with §240.13d-1(b)(1)(ii)(G).
(h) ☐ A savings associations as defined
in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) ☐ 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) ☐ Non-U.S. institution in accordance with Rule
13d-1(b)(1)(ii)(J).
(k) ☐ Group, in accordance with
§240.13d-1(b)(1)(ii)(K).
Not Applicable.
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(a)
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Amount Beneficially Owned:
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SB Cayman 2 Limited directly holds 222,228,178 shares of Common Stock of the Issuer, or 13.0% of the outstanding shares of Common
Stock of the Issuer. SB Cayman 2 Limited has granted a proxy to a third party with respect to all voting interests in the Issuer in excess of 9.9% of its outstanding Common Stock and as a result does not currently have the power to vote
53,352,486 shares of common stock held by it (based on 1,705,815,070 shares of Common Stock outstanding as of November 5, 2019). This proxy will automatically terminate following approval of the Committee on Foreign Investment in the
United States.
SB Cayman 2 Limited is wholly owned by SoftBank Vision Fund (AIV S1) L.P., a Delaware
limited partnership (Vision Fund). SB Investment Advisers (UK) Limited, a wholly-owned subsidiary of SoftBank Group Corp., has been appointed as alternative investment fund manager (AIFM) and is
exclusively responsible for managing the Vision Fund in accordance with the Alternative Investment Fund Managers Directive and is authorized and regulated by the UK Financial Conduct Authority accordingly. As AIFM of the Vision Fund,
SB Investment Advisers (UK) Limited is exclusively responsible for portfolio management and risk management.