This Amendment No. 6 (this “Amendment”) amends the statement on Schedule 13D filed with the Securities and Exchange Commission (the “Commission”) on August 15, 2005 (the “Original Statement”), as amended by Amendment No. 1 thereto filed with the Commission on June 23, 2006, as amended by Amendment No. 2 thereto filed with the Commission on November 10, 2011, as amended by Amendment No. 3 thereto filed with the Commission on May 7, 2014, as amended by Amendment No. 4 thereto filed with the Commission on May 14, 2014 and as amended by Amendment No. 5 thereto filed with the Commission on May 23, 2014 (as so amended, the “Statement”), relating to the common stock, par value $0.001 per share (the “Common Stock”), of Net 1 UEPS Technologies, Inc., a Florida corporation (the “Company”). The address of the principal executive office of the Company is Provident Place, 4th Floor, Cmr. Jan Smuts Avenue and Bolton Road, Rosebank, Johannesburg, South Africa.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 of the Statement is hereby amended and restated in its entirety as follows:
This statement is being filed by a group, as defined in Rule 13d-5 of the General Rules and Regulations promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The members of the group are General Atlantic LLC, a Delaware limited liability company (“GA”), General Atlantic Partners 80, L.P., a Delaware limited partnership (“GAP 80”), General Atlantic Partners 82, L.P., a Delaware limited partnership (“GAP 82”), GapStar, LLC, a Delaware limited liability company (“GapStar”), GAP Coinvestments III, LLC, a Delaware limited liability company (“GAPCO III”), GAP Coinvestments IV, LLC, a Delaware limited liability company (“GAPCO IV”), GAPCO GmbH & Co. KG, a German limited partnership (“KG”), GAPCO Management GmbH, a German corporation (“GmbH Management”) and GAP Coinvestments CDA, L.P., a Delaware limited partnership (“GAPCO CDA” and, collectively with GA, GAP 80, GAP 82, GapStar, GAPCO III, GAPCO IV, KG and GmbH Management, the “Reporting Persons”). The Reporting Persons (other than KG and GmbH Management) are located at 55 East 52nd Street, 32nd Floor, New York, NY 10055. KG and GmbH Management are located at c/o General Atlantic GmbH, Maximilianstrasse 35b, 80539 Munich, Germany. Each of the Reporting Persons is engaged in acquiring, holding and disposing of interests in various companies for investment purposes.
GA is the general partner of GAP 80, GAP 82 and GAPCO CDA and the managing member of GAPCO III and GAPCO IV. GmbH Management is the general partner of KG. The officers of GapStar are managing directors of GA. GmbH Management is the general partner of KG. There are 24 managing directors of GA (the “GA Managing Directors”). The information required by General Instruction C to Schedule 13D is attached hereto as Schedule A and hereby incorporated by reference. The present principal occupation or employment of each of the GA Managing Directors is as a Managing Director of GA.
None of the Reporting Persons and none of the individuals listed on Schedule A have, during the last five years, been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction or subject to any judgment, decree or final order finding any violation of federal or state securities laws or enjoining future violations of, or prohibiting or mandating activities subject to, such laws.
CUSIP No. 64107N206
|
|
Page 12 of 19
|
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Unchanged.
ITEM 4. PURPOSE OF TRANSACTION.
Unchanged.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 of the Statement is hereby amended and restated in its entirety as follows:
All ownership percentages set forth herein assume that there are 50,183,342 shares of common stock outstanding, net of treasury shares, as reported in the Company’s Form 10-Q filed with the Commission on May 8, 2014.
(a) GA, GAP 80, GAP 82, GapStar, GAPCO III, GAPCO IV, KG, GmbH Management and GAPCO CDA each own of record, no shares of Common Stock, 1,756,855 shares of Common Stock, 1,545,039 shares of Common Stock, 61,625 shares of Common Stock, 204,004 shares of Common Stock, 51,026 shares of Common Stock, 6,544 shares of Common Stock, no shares of Common Stock and 1,103 shares of Common Stock, respectively, representing 0.0%, 3.7%, 3.2%, 0.1%, 0.4%, 0.1%, less than 0.1%, 0.0% and less than 0.1%, respectively, of the Company's issued and outstanding shares of Common Stock.
By virtue of the fact that (i) GA is the general partner of GAP 80, GAP 82 and GAPCO CDA and the managing member of GAPCO III and GAPCO IV, (ii) the officers of GapStar are GA Managing Directors and (iii) the GA Managing Directors are authorized and empowered to vote and dispose of the securities held by KG and GmbH Management, the Reporting Persons may be deemed to share voting power and the power to direct the disposition of the shares of Common Stock, which each owns of record. Each of the Reporting Persons may be deemed to own beneficially an aggregate of 3,626,196 shares of Common Stock, or 7.6% of the Common Stock.
CUSIP No. 64107N206
|
|
Page 13 of 19
|
(b) Each of the Reporting Persons has the shared power to direct the vote and the shared power to direct the disposition of the 3,626,196 shares of Common Stock that may be deemed to be owned beneficially by each of them.
(c) Except as set forth below, or otherwise set forth herein, to the knowledge of the Reporting Persons with respect to the persons named in response to paragraph (a), none of the persons named in response to paragraph (a) has effected any transactions in shares of Common Stock during the past 60 days.
On July 8, 2014, the Reporting Persons listed below sold the following number of shares of Common Stock for the price per share set forth below in open market transactions.
Reporting Person
|
Shares of Common
Stock Sold
|
Price Per Share
|
|
|
|
GAP 82
|
29,868
|
$11.32
|
|
|
|
GAPCO III
|
3,944
|
$11.32
|
|
|
|
KG
|
126
|
$11.32
|
|
|
|
On July 11, 2014, the Reporting Persons listed below sold the following number of shares of Common Stock for the price per share set forth below in open market transactions.
Reporting Person
|
Shares of Common
Stock Sold
|
Price Per Share
|
|
|
|
GAP 82
|
17,043
|
$11.25
|
|
|
|
GAPCO III
|
2,250
|
$11.25
|
|
|
|
KG
|
73
|
$11.25
|
|
|
|
CUSIP No. 64107N206
|
|
Page 14 of 19
|
On August 11, 2014, the Reporting Persons listed below sold the following number of shares of Common Stock for the price per share set forth below in open market transactions.
Reporting Person
|
Shares of Common
Stock Sold
|
Price Per Share
|
|
|
|
GAP 82
|
11,086
|
$11.14
|
|
|
|
GAPCO III
|
1,464
|
$11.14
|
|
|
|
KG
|
47
|
$11.14
|
|
|
|
On August 12, 2014, the Reporting Persons listed below sold the following number of shares of Common Stock for the price per share set forth below in open market transactions.
Reporting Person
|
Shares of Common
Stock Sold
|
Price Per Share
|
|
|
|
GAP 82
|
7,329
|
$11.01
|
|
|
|
GAPCO III
|
967
|
$11.01
|
|
|
|
KG
|
31
|
$11.01
|
|
|
|
CUSIP No. 64107N206
|
|
Page 15 of 19
|
On August 18, 2014, the Reporting Persons listed below sold the following number of shares of Common Stock for the price per share set forth below in open market transactions.
Reporting Person
|
Shares of Common
Stock Sold
|
Price Per Share
|
|
|
|
GAP 82
|
21,304
|
$11.22
|
|
|
|
GAPCO III
|
2,813
|
$11.22
|
|
|
|
KG
|
90
|
$11.22
|
|
|
|
On August 19, 2014, the Reporting Persons listed below sold the following number of shares of Common Stock for the price per share set forth below in open market transactions.
Reporting Person
|
Shares of Common
Stock Sold
|
Price Per Share
|
|
|
|
GAP 82
|
13,014
|
$11.17
|
|
|
|
GAPCO III
|
1,719
|
$11.17
|
|
|
|
KG
|
55
|
$11.17
|
|
|
|
On August 20, 2014, the Reporting Persons listed below sold the following number of shares of Common Stock for the price per share set forth below in open market transactions.
Reporting Person
|
Shares of Common
Stock Sold
|
Price Per Share
|
|
|
|
GAP 82
|
33,103
|
$11.21
|
|
|
|
GAPCO III
|
4,371
|
$11.21
|
|
|
|
KG
|
140
|
$11.21
|
|
|
|
(d) No person other than the persons listed is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any securities owned by any member of the group.
(e) Not Applicable.
CUSIP No. 64107N206
|
|
Page 16 of 19
|
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIP WITH RESPECT TO THE ISSUER.
Unchanged
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
|
Exhibit 1:
|
Agreement relating to the filing of joint acquisition statements as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (previously filed).
|
|
|
|
CUSIP No. 64107N206
|
|
Page 17 of 19
|
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.
Dated: August 20, 2014