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).

 

 

 

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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				5		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

 

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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				5		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

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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				5		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

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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				5		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

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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.

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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		Amount beneficially owned				Percent of class:				Sole power to vote or to direct the vote:				Shared power to vote or to direct the vote:				Sole power to dispose or to direct the disposition of:				Shared power to dispose or to direct the disposition of:
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.

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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.

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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

 

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

 

LIST OF EXHIBITS

 

Exhibit No.		Description
99		Joint Filing Agreement.

 

Exhibit 99

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13G. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 23^rd day of December, 2020.