Amended Statement of Ownership (sc 13g/a)
February 14 2019 - 10:44AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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Social Capital Hedosophia Holdings Corp.
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(Name of Issuer)
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Class A ordinary shares
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(Title of Class of Securities)
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KYG8250R1112
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(CUSIP Number)
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December 31, 2018
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
[_] Rule 13d-1(b)
[X] 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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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Darsana Capital Partners LP
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) [_]
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(b) [X]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE VOTING POWER
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0
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6.
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SHARED VOTING POWER
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0
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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0
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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[_]
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0%
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA, PN
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Darsana Capital Partners GP LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) [_]
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(b) [X]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE VOTING POWER
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0
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6.
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SHARED VOTING POWER
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0
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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0
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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[_]
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0%
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC, OO
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Darsana Master Fund LP
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) [_]
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(b) [X]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE VOTING POWER
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0
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6.
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SHARED VOTING POWER
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0
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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0
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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[_]
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0%
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Darsana Capital GP LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) [_]
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(b) [X]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE VOTING POWER
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0
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6.
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SHARED VOTING POWER
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0
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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0
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
|
[_]
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|
|
|
|
|
11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0%
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC, OO
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Anand Desai
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
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|
(a) [_]
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|
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(b) [X]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
|
SOLE VOTING POWER
|
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0
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6.
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SHARED VOTING POWER
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0
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
|
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0
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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|
|
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0
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|
|
|
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10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
|
[_]
|
|
|
|
|
|
11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
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0%
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC, IN
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Item 1.
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(a).
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Name of Issuer:
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Social Capital Hedosophia Holdings Corp.
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(b).
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Address of Issuer's Principal Executive Offices:
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120 Hawthorne Avenue
Palo Alto, California 94301
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Item 2.
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(a).
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Name of Person Filing:
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Darsana Capital Partners LP
Darsana Capital Partners GP LLC
Darsana Master Fund LP
Darsana Capital GP LLC
Anand Desai
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(b).
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Address of Principal Business Office, or if None, Residence:
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40 West 57
th
Street, 15
th
Floor
New York, New York 10019
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(c).
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Citizenship:
Darsana Capital Partners LP - Delaware
Darsana Capital Partners GP LLC -Delaware
Darsana Master Fund LP - Cayman Islands
Darsana Capital GP LLC - Delaware
Anand Desai – United States of America
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(d).
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Title of Class of Securities:
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Class A
ordinary shares
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(e).
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CUSIP Number:
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KYG8250R1112
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Item 3.
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If This Statement is filed pursuant to ss.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a
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(a)
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[_]
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Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78c).
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(b)
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[_]
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Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).
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(c)
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[_]
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Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).
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(d)
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[_]
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Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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[_]
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An investment adviser in accordance with
§
240.13d-1(b)(1)(ii)(E);
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(f)
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[_]
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An employee benefit plan or endowment fund in accordance with
§
240.13d-1(b)(1)(ii)(F);
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(g)
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[_]
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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
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(h)
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[_]
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);
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(i)
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[_]
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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);
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(j)
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[_]
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Group, in accordance with s.240.13d-1(b)(1)(ii)(J).
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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(a)
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Amount beneficially owned:
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0 shares deemed beneficially owned by Darsana Capital Partners LP
0 shares deemed beneficially owned by Darsana Capital Partners GP
LLC
0 shares deemed beneficially owned by Darsana Master Fund LP
0 shares deemed beneficially owned by Darsana Capital GP LLC
0 shares deemed beneficially owned by Anand Desai
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0% deemed beneficially owned by Darsana Capital Partners LP
0% deemed beneficially owned by Darsana Capital Partners GP LLC
0% deemed beneficially owned by Darsana Master Fund LP
0% deemed beneficially owned by Darsana Capital GP LLC
0% deemed beneficially owned by Anand Desai
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(c)
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Number of shares as to which Darsana Capital Partners LP has:
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(i)
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Sole power to vote or to direct the vote
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0
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(ii)
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Shared power to vote or to direct the vote
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0
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(iii)
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Sole power to dispose or to direct the disposition of
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0
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(iv)
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Shared power to dispose or to direct the disposition of
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0
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Number of shares as to which Darsana Capital Partners GP LLC has:
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(i)
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Sole power to vote or to direct the vote
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0
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(ii)
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Shared power to vote or to direct the vote
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0
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(iii)
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Sole power to dispose or to direct the disposition of
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0
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(iv)
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Shared power to dispose or to direct the disposition of
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0
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Number of shares as to which Darsana Master Fund LP has:
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(i)
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Sole power to vote or to direct the vote
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0
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(ii)
|
Shared power to vote or to direct the vote
|
0
|
|
|
|
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(iii)
|
Sole power to dispose or to direct the disposition of
|
0
|
|
|
|
|
|
|
|
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(iv)
|
Shared power to dispose or to direct the disposition of
|
0
|
|
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Number of shares as to which Darsana Capital GP LLC has:
|
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|
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(i)
|
Sole power to vote or to direct the vote
|
0
|
|
|
|
|
|
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(ii)
|
Shared power to vote or to direct the vote
|
0
|
|
|
|
|
|
|
|
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(iii)
|
Sole power to dispose or to direct the disposition of
|
0
|
|
|
|
|
|
|
|
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(iv)
|
Shared power to dispose or to direct the disposition of
|
0
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Number of shares as to which Anand Desai has:
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(i)
|
Sole power to vote or to direct the vote
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0
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|
|
|
|
|
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(ii)
|
Shared power to vote or to direct the vote
|
0
|
|
|
|
|
|
|
|
|
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(iii)
|
Sole power to dispose or to direct the disposition of
|
0
|
|
|
|
|
|
|
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(iv)
|
Shared power to dispose or to direct the disposition of
|
0
|
|
Item 5.
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Ownership of Five Percent or Less of a Class.
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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].
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Item 6.
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Ownership of More Than Five Percent on Behalf of Another Person.
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If any other person 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, such securities, a statement
to that effect should be included in response to this item and, if such interest relates to more than five percent of the class,
such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company
Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
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N/A
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
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If a parent holding company has filed this
schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item
3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule
13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
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N/A
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Item 8.
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Identification and Classification of Members of the Group.
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If a group has filed
this schedule pursuant to
§
240.13d-1(b)(1)(ii)(J), so indicate under
Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed
this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the
group.
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N/A
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Item 9.
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Notice of Dissolution of Group.
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Notice of dissolution
of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions
in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
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N/A
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Item 10.
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Certification.
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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.
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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.
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February 14, 2019
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(Date)
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Darsana Capital Partners LP*
By Darsana Capital Partners GP LLC,
Its General Partner
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/s/ Anand Desai
Signature
Anand Desai
Chief Executive Officer
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Darsana Capital Partners GP LLC*
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/s/ Anand Desai
Signature
Anand Desai
Chief Executive Officer
|
|
|
|
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Darsana Master Fund LP
By Darsana Capital GP LLC,
Its General Partner
|
|
/s/ Anand Desai
Signature
Anand Desai
Chief Executive Officer
|
|
|
|
|
|
Darsana Capital GP LLC*
|
|
/s/ Anand Desai
Signature
Anand Desai
Chief Executive Officer
|
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Anand Desai*
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/s/ Anand Desai
Signature
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*The Reporting Person specifically
disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.
Exhibit A
AGREEMENT
The undersigned
agree that this amendment number 2 to Schedule 13G dated February 14, 2019 relating to the Class A ordinary
shares of Social Capital Hedosophia Holdings Corp. shall be filed on behalf of the undersigned.
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Darsana Capital Partners LP
By Darsana Capital Partners GP LLC,
Its General Partner
|
|
/s/ Anand Desai
Signature
Anand Desai
Chief Executive Officer
|
|
Darsana Capital Partners GP LLC
|
|
/s/ Anand Desai
Signature
Anand Desai
Chief Executive Officer
|
|
|
|
|
|
Darsana Master Fund LP
By Darsana Capital GP LLC,
Its General Partner
|
|
/s/ Anand Desai
Signature
Anand Desai
Chief Executive Officer
|
|
|
|
|
|
Darsana Capital GP LLC
|
|
/s/ Anand Desai
Signature
Anand Desai
Chief Executive Officer
|
|
|
|
|
|
Anand Desai
|
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/s/ Anand Desai
Signature
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