Statement of Ownership (sc 13g)
February 12 2021 - 4:24PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
(Amendment
No. )*
Under
the Securities Exchange Act of 1934
Pershing
Square Tontine Holdings, Ltd.
(Name
of Issuer)
Class
A Common Stock, par value $0.0001 per share
(Title
of Class of Securities)
71531R109
(CUSIP
Number)
December
31, 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:
*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. 71531R109
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13G
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Page
2 of 6
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1.
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Names
of Reporting Persons
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Ontario
Teachers’ Pension Plan Board
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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)
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☐
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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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Ontario,
Canada
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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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11,325,0001
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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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11,325,000
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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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11,325,000
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10.
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Check
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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5.66%2
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12.
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Type
of Reporting Person (See Instructions)
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FI
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1
Excludes 1,258,333 redeemable warrants (the “Warrants”) held by Ontario Teachers’ Pension Plan Board (“OTPP”),
each exercisable for 1 share of Pershing Square Tontine Holdings, Ltd.’s (the “Issuer”) Class A common Stock,
par value $0.0001 per share (the “Class A Common Stock”). OTPP does not have the right to exercise the Warrants within
the next 60 days.
2
Calculated based on 200,000,000 shares of the Class A Common Stock outstanding as of November 12, 2020, as reported to be outstanding
in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2020.
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Item 1.
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(a)
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Name of Issuer:
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Pershing Square Tontine Holdings, Ltd.
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(b)
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Address of Issuer’s Principal Executive
Offices:
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787 Eleventh Avenue, 9th Floor, New York NY
10019
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Item 2.
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(a)
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Name of Person Filing:
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Ontario Teachers’ Pension Plan Board (“OTPP”)
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(b)
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Address of Principal Business Office or, if
none, Residence:
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5650 Yonge Street, 3rd Floor, Toronto,
Ontario, Canada M2M 4H5
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(c)
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Citizenship:
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OTPP is a corporation incorporated under the
laws of the Province of Ontario, Canada
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(d)
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Title of Class of Securities:
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Class A Common Stock, par value $0.0001 per
share
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(e)
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CUSIP Number:
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71531R109
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Item 3.
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If this statement is filed
pursuant to §§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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Broker or dealer registered
under section 15 of the Act (15 U.S.C. 78o).
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(b)
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Bank as defined in section 3(a)(6) of the Act
(15 U.S.C. 78c).
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(c)
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Insurance company as defined in section 3(a)(19)
of the Act (15 U.S.C. 78c).
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(d)
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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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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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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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A parent holding company or control person in
accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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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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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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A non-U.S. institution in accordance with §240.13d-1(b)(ii)(J);
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(k)
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Group, in accordance with §240.13d-1(b)(1)(ii)(K).
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If filing as a non-U.S. institution in accordance
with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: An employee benefit plan subject to the provisions
of the Pension Benefits Act of Ontario and regulations thereunder.
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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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11,325,0001
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(b)
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Percent of class:
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5.66%2
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(c)
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Number of shares as to which the
person has:
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(i)
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Sole power to vote or to
direct the vote
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11,325,0001
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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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11,325,0001
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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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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 ☐
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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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Not
applicable.
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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 or Control Person
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Not
applicable.
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Item
8.
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Identification
and Classification of Members of the Group
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Not
applicable.
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Item
9.
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Notice
of Dissolution of Group
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Not
applicable.
1
Excludes 1,258,333 redeemable warrants (the “Warrants”) held by Ontario Teachers’ Pension Plan Board (“OTPP”),
each exercisable for 1 share of Pershing Square Tontine Holdings, Ltd.’s (the “Issuer”) Class A common Stock,
par value $0.0001 per share (the “Class A Common Stock”). OTPP does not have the right to exercise the Warrants within
the next 60 days.
2
Calculated based on 200,000,000 shares of the Class A Common Stock outstanding as of November 12, 2020, as reported to be
outstanding in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November
12, 2020.
Item
10. Certification
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held
in the ordinary course of business and 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.
By
signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to pension plans
in Ontario, Canada is substantially comparable to the regulatory scheme applicable to functionally equivalent U.S. institution(s).
I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule
13D.
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:
February 12, 2021
ONTARIO
TEACHERS’ PENSION PLAN BOARD
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By:
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/s/
Rossana Di Lieto
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Name: Rossana Di Lieto
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Title: Senior Managing Director, Chief Compliance Officer & Associate General Counsel
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