SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
o Rule 13d-1(c)
þ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting persons 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).
CUSIP No. |
803054204 |
13G/A |
1 | NAME OF REPORTING PERSON Dr. h.c. Klaus Tschira |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Federal Republic of Germany | |||||
5 | SOLE VOTING POWER | ||||
As of December 31, 2008: 2,738,000 As of December 31, 2007: 2,738,000 As of December 31, 2006: 500,000 As of December 31, 2005: 500,000 As of December 31, 2004: 500,000 |
|||||
6 | SHARED VOTING POWER | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY |
As of December 31, 2008: 106,576,3051
As of December 31, 2007: 111,304,6882 As of December 31, 2006: 130,929,8403 As of December 31, 2005: 33,473,2284 As of December 31, 2004: 36,987,4605 |
||||
EACH REPORTING |
7 | SOLE DISPOSITIVE POWER | |||
PERSON WITH |
As of December 31, 2008: 2,738,000 As of December 31, 2007: 2,738,000 As of December 31, 2006: 500,000 As of December 31, 2005: 500,000 As of December 31, 2004: 500,000 |
||||
8 | SHARED DISPOSITIVE POWER | ||||
As of December 31, 2008: 106,576,3056
As of December 31, 2007: 111,304,6887 As of December 31, 2006: 130,929,8408 As of December 31, 2005: 33,473,2239 As of December 31, 2004: 36,987,46010 |
|||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
As of December 31, 2008: 109,314,30511
As of December 31, 2007: 114,042,68812 As of December 31, 2006: 131,429,84013 As of December 31, 2005: 33,973,22814 As of December 31, 2004: 37,487,46015 |
|||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
þ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | ||||
As of December 31, 2008: 9.2% As of December 31, 2007: 9.5% As of December 31, 2006: 10.8% As of December 31, 2005: 11.0% As of December 31, 2004: 12.0% |
|||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
IN |
2
CUSIP No. |
803054204 |
13G/A |
1 | NAME OF REPORTING PERSON Dr. h.c. Tschira Beteiligungs GmbH & Co. KG |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Federal Republic of Germany | |||||
5 | SOLE VOTING POWER | ||||
As of December 31, 2008: 32,830,640 As of December 31, 2007: 32,830,640 As of December 31, 2006: 63,330,640 As of December 31, 2005: 15,832,660 As of December 31, 2004: 15,832,660 |
|||||
6 | SHARED VOTING POWER | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY |
As of December 31, 2008: 0 As of December 31, 2007: 0 As of December 31, 2006: 0 As of December 31, 2005: 0 As of December 31, 2004: 0 |
||||
EACH REPORTING |
7 | SOLE DISPOSITIVE POWER | |||
PERSON WITH |
As of December 31, 2008: 32,830,640 As of December 31, 2007: 32,830,640 As of December 31, 2006: 63,330,640 As of December 31, 2005: 15,832,660 As of December 31, 2004: 15,832,660 |
||||
8 | SHARED DISPOSITIVE POWER | ||||
As of December 31, 2008: 0 As of December 31, 2007: 0 As of December 31, 2006: 0 As of December 31, 2005: 0 As of December 31, 2004: 0 |
|||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
As of December 31, 2008: 32,830,640 As of December 31, 2007: 32,830,640 As of December 31, 2006: 63,330,640 As of December 31, 2005: 15,832,660 As of December 31, 2004: 15,832,660 |
|||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | ||||
As of December 31, 2008: 2.8% As of December 31, 2007: 2.7% As of December 31, 2006: 5.2% As of December 31, 2005: 5.1% As of December 31, 2004: 5.1% |
|||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN |
3
CUSIP No. |
803054204 |
13G/A |
1 | NAME OF REPORTING PERSON Dr. h.c. Tschira Verwaltungs GmbH |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Federal Republic of Germany | |||||
5 | SOLE VOTING POWER | ||||
As of December 31, 2008: 0 As of December 31, 2007: 0 As of December 31, 2006: 0 As of December 31, 2005: 0 As of December 31, 2004: 0 |
|||||
6 | SHARED VOTING POWER | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY |
As of December 31, 2008: 32,830,6401
As of December 31, 2007: 32,830,6402 As of December 31, 2006: 63,330,6403 As of December 31, 2005: 15,832,6604 As of December 31, 2004: 15,832,6605 |
||||
EACH REPORTING |
7 | SOLE DISPOSITIVE POWER | |||
PERSON WITH |
As of December 31, 2008: 0 As of December 31, 2007: 0 As of December 31, 2006: 0 As of December 31, 2005: 0 As of December 31, 2004: 0 |
||||
8 | SHARED DISPOSITIVE POWER | ||||
As of December 31, 2008: 32,830,6406
As of December 31, 2007: 32,830,6407 As of December 31, 2006: 63,330,6408 As of December 31, 2005: 15,832,6609 As of December 31, 2004: 15,832,66010 |
|||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
As of December 31, 2008: 32,830,640 As of December 31, 2007: 32,830,640 As of December 31, 2006: 63,330,640 As of December 31, 2005: 15,832,660 As of December 31, 2004: 15,832,660 |
|||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | ||||
As of December 31, 2008: 2.8% As of December 31, 2007: 2.7% As of December 31, 2006: 5.2% As of December 31, 2005: 5.1% As of December 31, 2004: 5.1% |
|||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
CO |
4
CUSIP No. |
803054204 |
13G/A |
1 | NAME OF REPORTING PERSON Klaus Tschira Stiftung gGmbH |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Federal Republic of Germany | |||||
5 | SOLE VOTING POWER | ||||
As of December 31, 2008: 73,745,665 As of December 31, 2007: 78,474,048 As of December 31, 2006: 67,559,200 As of December 31, 2005: 17,640,568 As of December 31, 2004: 21,154,800 |
|||||
6 | SHARED VOTING POWER | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY |
As of December 31, 2008: 0 As of December 31, 2007: 0 As of December 31, 2006: 0 As of December 31, 2005: 0 As of December 31, 2004: 0 |
||||
EACH REPORTING |
7 | SOLE DISPOSITIVE POWER | |||
PERSON WITH |
As of December 31, 2008: 73,745,665 As of December 31, 2007: 78,474,048 As of December 31, 2006: 67,559,200 As of December 31, 2005: 17,640,568 As of December 31, 2004: 21,154,800 |
||||
8 | SHARED DISPOSITIVE POWER | ||||
As of December 31, 2008: 0 As of December 31, 2007: 0 As of December 31, 2006: 0 As of December 31, 2005: 0 As of December 31, 2004: 0 |
|||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
As of December 31, 2008:
73,745,665 As of December 31, 2007: 78,474,048 As of December 31, 2006: 67,559,200 As of December 31, 2005: 17,640,568 As of December 31, 2004: 21,154,800 |
|||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | ||||
As of December 31, 2008: 6.2% As of December 31, 2007: 6.6% As of December 31, 2006: 5.6% As of December 31, 2005: 5.7% As of December 31, 2004: 6.8% |
|||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
CO |
5
Item 1(a) | Name of Issuer: | |
The name of the issuer is SAP AG (f/k/a SAP Aktiengesellschaft Systeme, Anwendungen, Produkte in der Datenverarbeitung) (the Company). |
Item 1(b) | Address of Issuers Principal Executive Offices: | |
The Companys principal executive offices are located at Dietmar-Hopp-Allee 16, 69190 Walldorf, Federal Republic of Germany. |
Item 2(a) | Name of Person Filing: | |
This Amendment No. 1 to Schedule 13G is filed on behalf of the following persons with respect to ordinary shares without nominal value of the Company beneficially held by such persons (collectively, the Shares): |
(i) | Dr. h.c. Klaus Tschira, with respect to Shares beneficially owned by him and with respect to Shares beneficially owned by Klaus Tschira Stiftung gGmbH and Dr. h.c. Tschira Beteiligungs GmbH & Co. KG. | ||
(ii) | Dr. h.c. Tschira Beteiligungs GmbH & Co. KG, with respect to Shares beneficially owned by it. | ||
(iii) | Dr. h.c. Tschira Verwaltungs GmbH, with respect to Shares beneficially owned by Dr. h.c. Tschira Beteiligungs GmbH & Co. KG. | ||
(iv) | Klaus Tschira Stiftung gGmbH, with respect to Shares beneficially owned by it. |
The foregoing entities are hereinafter referred to collectively as the Reporting Persons. Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. |
Item 2(b) | Address of Principal Business Office or, if none, Residence: | |
The address of the principal business office of each of the Reporting Persons is Schloss-Wolfsbrunnenweg 33, 69118 Heidelberg, Federal Republic of Germany. |
Item 2(c) | Citizenship: |
(i) | Dr. h.c. Klaus Tschira is a citizen of the Federal Republic of Germany. | ||
(ii) | Dr. h.c. Tschira Beteiligungs GmbH & Co. KG is a limited partnership organized under the laws of the Federal Republic of Germany. | ||
(iii) | Dr. h.c. Tschira Verwaltungs GmbH is a limited liability company organized under the laws of the Federal Republic of Germany. | ||
(iv) | Klaus Tschira Stiftung gGmbH is a corporation organized under the laws of the Federal Republic of Germany. |
Item 2(d) | Title of Class of Securities: | |
Ordinary Shares without nominal value. |
6
Item 2(e) | CUSIP Number: | |
803054204 |
Item 3 | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13-2(b) or (c), check whether the person filing is a: |
(a) | o Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); | ||
(b) | o Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); | ||
(c) | o Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); | ||
(d) | o Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8); | ||
(e) | o An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | ||
(f) | o An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | ||
(g) | o A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | ||
(h) | o A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||
(i) | o 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) | o A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); | ||
(k) | o Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: . |
Item 4 | Ownership. | |
The percentages used herein and in the rest of Item 4 are calculated based upon (i) 1,187,306,166 ordinary shares (excluding 38,456,734 treasury shares) of the Company issued and outstanding as of December 31, 2008, (ii) 1,198,193,579 ordinary shares (excluding 48,064,829 treasury shares) of the Company issued and outstanding as of December 31, 2007, (iii) 1,218,286,572 ordinary shares (excluding 49,250,676 treasury shares) of the Company issued and outstanding as of December 31, 2006, (iv) 309,779,165 ordinary shares (excluding 6,678,656 treasury shares) of the Company issued and outstanding as of December 31, 2005 and (v) 310,640,600 ordinary shares (excluding 5,363,000 treasury shares) of the Company issued and outstanding as of December 31, 2004, respectively, as reflected in the Companys annual reports on Form 20-F filed with the Securities and Exchange Commission on March 26, 2009, April 2, 2008, April 3, 2007, March 22, 2006 and March 22, 2005, respectively. |
7
As of the dates set forth below, each Reporting Persons ownership was as follows: |
(A) | Dr. h.c. Klaus Tschira: |
(1) | Amount beneficially owned as of: |
(a) | December 31, 2008: 109,314,3051 | ||
(b) | December 31, 2007: 114,042,6882 | ||
(c) | December 31, 2006: 131,429,8403 | ||
(d) | December 31, 2005: 33,973,2284 | ||
(e) | December 31, 2004: 37,487,4605 |
(2) | Percent of class as of: |
(a) | December 31, 2008: 9.2% | ||
(b) | December 31, 2007: 9.5% | ||
(c) | December 31, 2006: 10.8% | ||
(d) | December 31, 2005: 11.0% | ||
(e) | December 31, 2004: 12.0% |
(3) | (i) Sole power to vote or direct the vote as of: |
(a) | December 31, 2008: 2,738,000 | ||
(b) | December 31, 2007: 2,738,000 | ||
(c) | December 31, 2006: 500,000 | ||
(d) | December 31, 2005: 500,000 | ||
(e) | December 31, 2004: 500,000 |
(ii) | Shared power to vote or direct the vote as of: |
(a) | December 31, 2008: 106,576,3056 |
1 | Excludes 8,996,360 ordinary shares owned by Dr. Tschiras immediate family. | |
2 | Excludes 9,017,360 ordinary shares owned by Dr. Tschiras immediate family. | |
3 | Excludes 8,975,360 ordinary shares owned by Dr. Tschiras immediate family. | |
4 | Excludes 2,132,840 ordinary shares owned by Dr. Tschiras immediate family. | |
5 | Excludes 2,132,840 ordinary shares owned by Dr. Tschiras immediate family. | |
6 | Includes 73,745,665 ordinary shares owned by Klaus Tschira Stiftung gGmbH and 32,830,640 ordinary shares owned by Dr. h.c. Tschira Beteiligungs GmbH & Co. KG. Dr. Tschira exercises the voting and dispositive powers of the ordinary shares held by such entities. |
8
(b) | December 31, 2007: 111,304,6887 | ||
(c) | December 31, 2006: 130,929,8408 | ||
(d) | December 31, 2005: 33,473,2289 | ||
(e) | December 31, 2004: 36,987,46010 |
(iii) | Sole power to dispose or direct the disposition as of: |
(a) | December 31, 2008: 2,738,000 | ||
(b) | December 31, 2007: 2,738,000 | ||
(c) | December 31, 2006: 500,000 | ||
(d) | December 31, 2005: 500,000 | ||
(e) | December 31, 2004: 500,000 |
(iv) | Shared power to dispose or direct the disposition as of: |
(a) | December 31, 2008: 106,576,305 | ||
(b) | December 31, 2007: 111,304,688 | ||
(c) | December 31, 2006: 130,929,840 | ||
(d) | December 31, 2005: 33,473,228 | ||
(e) | December 31, 2004: 36,987,460 |
(B) | Dr. h.c. Tschira Beteiligungs GmbH & Co. KG: |
(1) | Amount beneficially owned as of: |
(a) | December 31, 2008: 32,830,640 | ||
(b) | December 31, 2007: 32,830,640 | ||
(c) | December 31, 2006: 63,330,640 | ||
(d) | December 31, 2005: 15,832,660 |
7 | Includes 78,474,048 ordinary shares owned by Klaus Tschira Stiftung gGmbH and 32,830,640 ordinary shares owned by Dr. h.c. Tschira Beteiligungs GmbH & Co. KG. Dr. Tschira exercises the voting and dispositive powers of the ordinary shares held by such entities. | |
8 | Includes 67,599,200 ordinary shares owned by Klaus Tschira Stiftung gGmbH and 63,330,640 ordinary shares owned by Dr. h.c. Tschira Beteiligungs GmbH & Co. KG. Dr. Tschira exercises the voting and dispositive powers of the ordinary shares held by such entities. | |
9 | Includes 17,640,568 ordinary shares owned by Klaus Tschira Stiftung gGmbH and 15,832,660 ordinary shares owned by Dr. h.c. Tschira Beteiligungs GmbH & Co. KG. Dr. Tschira exercises the voting and dispositive powers of the ordinary shares held by such entities. | |
10 | Includes 21,154,800 ordinary shares owned by Klaus Tschira Stiftung gGmbH and 15,832,660 ordinary shares owned by Dr. h.c. Tschira Beteiligungs GmbH & Co. KG. Dr. Tschira exercises the voting and dispositive powers of the ordinary shares held by such entities. |
9
(e) | December 31, 2004: 15,832,660 |
(2) | Percent of class as of: |
(a) | December 31, 2008: 2.8% | ||
(b) | December 31, 2007: 2.7% | ||
(c) | December 31, 2006: 5.2% | ||
(d) | December 31, 2005: 5.1% | ||
(e) | December 31, 2004: 5.1% |
(3) | (i) Sole power to vote or direct the vote as of: |
(a) | December 31, 2008: 32,830,640 | ||
(b) | December 31, 2007: 32,830,640 | ||
(c) | December 31, 2006: 63,330,640 | ||
(d) | December 31, 2005: 15,832,660 | ||
(e) | December 31, 2004: 15,832,660 |
(ii) | Shared power to vote or direct the vote as of: |
(a) | December 31, 2008: 0 | ||
(b) | December 31, 2007: 0 | ||
(c) | December 31, 2006: 0 | ||
(d) | December 31, 2005: 0 | ||
(e) | December 31, 2004: 0 |
(iii) | Sole power to dispose or direct the disposition as of: |
(a) | December 31, 2008: 32,830,640 | ||
(b) | December 31, 2007: 32,830,640 | ||
(c) | December 31, 2006: 63,330,640 | ||
(d) | December 31, 2005: 15,832,660 | ||
(e) | December 31, 2004: 15,832,660 |
(iv) | Shared power to dispose or direct the disposition as of: |
(a) | December 31, 2008: 0 | ||
(b) | December 31, 2007: 0 |
10
(c) | December 31, 2006: 0 | ||
(d) | December 31, 2005: 0 | ||
(e) | December 31, 2004: 0 |
(C) | Dr. h.c. Tschira Verwaltungs GmbH: |
(1) | Amount beneficially owned as of: |
(a) | December 31, 2008: 32,830,640 | ||
(b) | December 31, 2007: 32,830,640 | ||
(c) | December 31, 2006: 63,330,640 | ||
(d) | December 31, 2005: 15,832,660 | ||
(e) | December 31, 2004: 15,832,660 |
(2) | Percent of class as of: |
(a) | December 31, 2008: 2.8% | ||
(b) | December 31, 2007: 2.7% | ||
(c) | December 31, 2006: 5.2% | ||
(d) | December 31, 2005: 5.1% | ||
(e) | December 31, 2004: 5.1% |
(3) | (i) Sole power to vote or direct the vote as of: |
(a) | December 31, 2008: 0 | ||
(b) | December 31, 2007: 0 | ||
(c) | December 31, 2006: 0 | ||
(d) | December 31, 2005: 0 | ||
(e) | December 31, 2004: 0 |
(ii) | Shared power to vote or direct the vote as of: |
(a) | December 31, 2008: 32,830,64011 | ||
(b) | December 31, 2007: 32,830,64012 | ||
(c) | December 31, 2006: 63,330,64013 |
11 | Includes 32,830,640 ordinary shares owned by Dr. h.c. Tschira Beteiligungs GmbH & Co. KG. Dr. Tschira Verwaltungs GmbH exercises the voting and dispositive power over the ordinary shares held by such entity. | |
12 | Includes 32,830,640 ordinary shares owned by Dr. h.c. Tschira Beteiligungs GmbH & Co. KG. Dr. Tschira Verwaltungs GmbH exercises the voting and dispositive power over the ordinary shares held by such entity. |
11
(d) | December 31, 2005: 15,832,66014 | ||
(e) | December 31, 2004: 15,832,660 15 |
(iii) | Sole power to dispose or direct the disposition as of: |
(a) | December 31, 2008: 0 | ||
(b) | December 31, 2007: 0 | ||
(c) | December 31, 2006: 0 | ||
(d) | December 31, 2005: 0 | ||
(e) | December 31, 2004: 0 |
(iv) | Shared power to dispose or direct the disposition as of: |
(a) | December 31, 2008: 32,830,64016 | ||
(b) | December 31, 2007: 32.830,64017 | ||
(c) | December 31, 2006: 63,330,64018 | ||
(d) | December 31, 2005: 15,832,66019 | ||
(e) | December 31, 2004: 15,832,66020 |
(D) | Klaus Tschira Stiftung gGmbH: |
(1) | Amount beneficially owned as of: |
(a) | December 31, 2008: 73,745,665 | ||
(b) | December 31, 2007: 78,474,048 | ||
(c) | December 31, 2006: 67,559,200 | ||
(d) | December 31, 2005: 17,640,568 |
13 | Includes 63,330,640 ordinary shares owned by Dr. h.c. Tschira Beteiligungs GmbH & Co. KG. Dr. Tschira Verwaltungs GmbH exercises the voting and dispositive power over the ordinary shares held by such entity. | |
14 | Includes 15,832,660 ordinary shares owned by Dr. h.c. Tschira Beteiligungs GmbH & Co. KG. Dr. Tschira Verwaltungs GmbH exercises the voting and dispositive power over the ordinary shares held by such entity. | |
15 | Includes 15,832,660 ordinary shares owned by Dr. h.c. Tschira Beteiligungs GmbH & Co. KG. Dr. Tschira Verwaltungs GmbH exercises the voting and dispositive power over the ordinary shares held by such entity. | |
16 | Includes 32,830,640 ordinary shares owned by Dr. h.c. Tschira Beteiligungs GmbH & Co. KG. Dr. Tschira Verwaltungs GmbH exercises the voting and dispositive power over the ordinary shares held by such entity. | |
17 | Includes 32,830,640 ordinary shares owned by Dr. h.c. Tschira Beteiligungs GmbH & Co. KG. Dr. Tschira Verwaltungs GmbH exercises the voting and dispositive power over the ordinary shares held by such entity. | |
18 | Includes 63,330,640 ordinary shares owned by Dr. h.c. Tschira Beteiligungs GmbH & Co. KG. Dr. Tschira Verwaltungs GmbH exercises the voting and dispositive power over the ordinary shares held by such entity. | |
19 | Includes 15,832,660 ordinary shares owned by Dr. h.c. Tschira Beteiligungs GmbH & Co. KG. Dr. Tschira Verwaltungs GmbH exercises the voting and dispositive power over the ordinary shares held by such entity. | |
20 | Includes 15,832,660 ordinary shares owned by Dr. h.c. Tschira Beteiligungs GmbH & Co. KG. Dr. Tschira Verwaltungs GmbH exercises the voting and dispositive power over the ordinary shares held by such entity. |
12
(e) | December 31, 2004: 21,154,800 |
(2) | Percent of class as of: |
(a) | December 31, 2008: 6.2% | ||
(b) | December 31, 2007: 6.6% | ||
(c) | December 31, 2006: 5.6% | ||
(d) | December 31, 2005: 5.7% | ||
(e) | December 31, 2004: 6.8% |
(3) | (i) Sole power to vote or direct the vote as of: |
(a) | December 31, 2008: 73,745,665 | ||
(b) | December 31, 2007: 78,474,048 | ||
(c) | December 31, 2006: 67,559,200 | ||
(d) | December 31, 2005: 17,640,568 | ||
(e) | December 31, 2004: 21,154,800 |
(ii) | Shared power to vote or direct the vote as of: |
(a) | December 31, 2008: 0 | ||
(b) | December 31, 2007: 0 | ||
(c) | December 31, 2006: 0 | ||
(d) | December 31, 2005: 0 | ||
(e) | December 31, 2004: 0 |
(iii) | Sole power to dispose or direct the disposition as of: |
(a) | December 31, 2008: 73,745,665 | ||
(b) | December 31, 2007: 78,474,048 | ||
(c) | December 31, 2006: 67,559,200 | ||
(d) | December 31, 2005: 17,640,568 | ||
(e) | December 31, 2004: 21,154,800 |
(iv) | Shared power to dispose or direct the disposition as of: |
(a) | December 31, 2008: 0 | ||
(b) | December 31, 2007: 0 |
13
(c) | December 31, 2006: 0 | ||
(d) | December 31, 2005: 0 | ||
(e) | December 31, 2004: 0 |
Item 5 | Ownership of Five Percent or Less of a Class. | |
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 5 percent of the class of securities, check the following o. |
Item 6 | Ownership of More than Five Percent on Behalf of Another Person. | |
To the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares. |
Item 7 | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable. |
Item 8 | Identification and Classification of Members of the Group. | |
Not Applicable. |
Item 9 | Notice of Dissolution of Group. | |
Not Applicable. |
Item 10 | Certifications. | |
Not Applicable. |
14
/s/ Dr. h.c. Klaus Tschira | ||||
Name: | Dr. h.c. Klaus Tschira |
DR. H.C. TSCHIRA BETEILIGUNGS GMBH & CO. KG By: Dr. h.c. Tschira Verwaltungs GmbH, as general partner |
By: | /s/ Dr. h.c. Klaus Tschira | |||
Name: | Dr. h.c. Klaus Tschira | |||
Title: | Managing Director | |||
DR. H.C. TSCHIRA VERWALTUNGS GMBH |
||||
By: | /s/ Dr. h.c. Klaus Tschira | |||
Name: | Dr. h.c. Klaus Tschira | |||
Title: | Managing Director | |||
KLAUS TSCHIRA STIFTUNG GGMBH |
||||
By: | /s/ Dr. h.c. Klaus Tschira | |||
Name: | Dr. h.c. Klaus Tschira | |||
Title: | Managing Director |