|
☐
|
Rule 13d-1(b)
|
|
☒
|
Rule 13d-1(c)
|
|
☐
|
Rule 13d-1(d)
|
CUSIP No. 808625107
|
SCHEDULE 13G |
Page 2 of 17
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Atlantic LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
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
4,032,200
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
4,032,200
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,032,200
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.8%
|
|
12
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 808625107
|
SCHEDULE 13G |
Page 3 of 17
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Atlantic GenPar, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
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
4,032,200
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
4,032,200
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,032,200
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.8%
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 808625107
|
SCHEDULE 13G |
Page 4 of 17
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Atlantic Partners 85, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
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
4,032,200
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
4,032,200
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,032,200
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.8%
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 808625107
|
SCHEDULE 13G |
Page 5 of 17
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GAP Coinvestments III, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
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
4,032,200
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
4,032,200
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,032,200
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.8%
|
|
12
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 808625107
|
SCHEDULE 13G |
Page 6 of 17
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GAP Coinvestments IV, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
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
4,032,200
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
4,032,200
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,032,200
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.8%
|
|
12
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 808625107
|
SCHEDULE 13G |
Page 7 of 17
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GAP Coinvestments CDA, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
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
4,032,200
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
4,032,200
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,032,200
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.8%
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 808625107
|
SCHEDULE 13G |
Page 8 of 17
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GAPCO GmbH & Co. KG
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Germany
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
4,032,200
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
4,032,200
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,032,200
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.8%
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 808625107
|
SCHEDULE 13G |
Page 9 of 17
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GAPCO Management GmbH
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Germany
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
4,032,200
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
4,032,200
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,032,200
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.8%
|
|
12
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 808625107
|
SCHEDULE 13G |
Page 10 of 17
|
Item 1.
|
(a)
|
NAME OF ISSUER
|
Science Applications International Corporation (the “Company”).
|
||
(b)
|
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
|
|
12010 Sunset Hills Road
Reston, VA 20190
|
||
Item 2.
|
(a)
|
NAMES OF PERSONS FILING
|
|
(i)
|
General Atlantic LLC, a Delaware limited liability company (“GA LLC”);
|
(ii)
|
General Atlantic GenPar, L.P., a Delaware limited partnership (“GenPar”);
|
|
(iii)
|
General Atlantic Partners 85, L.P., a Delaware limited partnership (“GAP 85”);
|
|
(iv)
|
GAP Coinvestments III, LLC, a Delaware limited liability company (“GAPCO III”);
|
|
|
(v)
|
GAP Coinvestments IV, LLC, a Delaware limited liability company (“GAPCO IV”);
|
(vi)
|
GAP Coinvestments CDA, L.P., a Delaware limited partnership (“GAPCO CDA”);
|
|
(vii)
|
GAPCO GmbH & Co KG, a German limited partnership (“KG”); and
|
|
(viii)
|
GAPCO Management GmbH, a German corporation (“GmbH Management”)
|
CUSIP No. 808625107
|
SCHEDULE 13G |
Page 11 of 17
|
(b)
|
ADDRESS OF PRINCIPAL BUSINESS OFFICE
|
(c)
|
CITIZENSHIP
|
|
(i)
|
GA LLC - Delaware
|
(ii)
|
GenPar - Delaware
|
|
(iii)
|
GAP 85 - Delaware
|
|
(iv)
|
GAPCO III - Delaware
|
|
|
(v)
|
GAPCO IV - Delaware
|
(vi)
|
GAPCO CDA - Delaware
|
|
(vii)
|
KG - Germany
|
|
(viii)
|
GmbH Management - Germany
|
(d)
|
TITLE OF CLASS OF SECURITIES
|
(e)
|
CUSIP NUMBER
|
CUSIP No. 808625107
|
SCHEDULE 13G |
Page 12 of 17
|
Item 3.
|
|
IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS:
|
Item 4.
|
|
OWNERSHIP.
|
(i) |
GA LLC owned of record no shares of Common Stock or 0.0% of the issued and outstanding shares of Common Stock.
|
(ii) |
GenPar owned of record no shares of Common Stock or 0.0% of the issued and outstanding shares of Common Stock.
|
(iii) |
GAP 85 owned of record 3,833,673 shares of Common Stock or 6.5% of the issued and outstanding shares of Common Stock.
|
(iv) |
GAPCO III owned of record 147,205 shares of Common Stock or 0.0% of the issued and outstanding shares of Common Stock.
|
(v) |
GAPCO IV owned of record 37,236 shares of Common Stock or 0.0% of the issued and outstanding shares of Common Stock.
|
(vi) |
GAPCO CDA owned of record 7,554 shares of Common Stock or 0.0% of the issued and outstanding shares of Common Stock.
|
(vii) |
KG owned of record 6,532 shares of Common Stock or 0.0% of the issued and outstanding shares of Common Stock.
|
(viii) |
GmbH Management owned of record no shares of Common Stock or 0.0% of the issued and outstanding shares of Common Stock.
|
CUSIP No. 808625107
|
SCHEDULE 13G |
Page 13 of 17
|
(i)
|
Each of the Reporting Persons may be deemed to have the sole power to direct the voting and dispositions of the shares of Common Stock as indicated on such Reporting Person’s cover page included herein.
|
(ii)
|
Each of the Reporting Persons may be deemed to share the power to direct the voting and dispositions of the 4,032,200 shares of Common Stock that may be deemed to be owned beneficially by each of them.
|
Item 5.
|
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
|
Item 6.
|
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
|
CUSIP No. 808625107
|
SCHEDULE 13G |
Page 14 of 17
|
Item 7.
|
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
|
Item 8.
|
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
|
Item 9.
|
NOTICE OF DISSOLUTION OF GROUP
|
Item 10.
|
CERTIFICATION
|
CUSIP No. 808625107
|
SCHEDULE 13G |
Page 15 of 17
|
CUSIP No. 808625107
|
SCHEDULE 13G |
Page 16 of 17
|
GENERAL ATLANTIC LLC
|
||||
By:
|
/s/ Thomas J. Murphy
|
|||
Name:
|
Thomas J. Murphy
|
|||
Title:
|
Managing Director
|
|||
GENERAL ATLANTIC GENPAR, L.P.
|
||||
By:
|
General Atlantic LLC,
Its general partner
|
|||
By:
|
/s/ Thomas J. Murphy
|
|||
Name:
|
Thomas J. Murphy
|
|||
Title:
|
Managing Director
|
|||
GENERAL ATLANTIC PARTNERS 85, L.P.
|
||||
By:
|
General Atlantic GenPar, L.P.,
Its general partner
|
|||
By:
|
General Atlantic LLC,
Its general partner
|
|||
By:
|
/s/ Thomas J. Murphy
|
|||
Name:
|
Thomas J. Murphy
|
|||
Title:
|
Managing Director
|
GAP COINVESTMENTS III, LLC
|
||||
By:
|
General Atlantic LLC, its Managing Member
|
|||
By:
|
/s/ Thomas J. Murphy
|
|||
Name:
|
Thomas J. Murphy
|
|||
Title:
|
Managing Director
|
|||
GAP COINVESTMENTS IV, LLC
|
||||
By:
|
General Atlantic LLC, its Managing Member
|
|||
By:
|
/s/ Thomas J. Murphy
|
|||
Name:
|
Thomas J. Murphy
|
|||
Title:
|
Managing Director
|
CUSIP No. 808625107
|
SCHEDULE 13G |
Page 17 of 17
|
GAP COINVESTMENTS CDA, L.P.
|
||||
By: General Atlantic LLC., its General Partner
|
||||
By:
|
/s/ Thomas J. Murphy
|
|||
Name:
|
Thomas J. Murphy
|
|||
Title:
|
Managing Director
|
GAPCO GMBH & CO. KG
|
||||
By:
|
GAPCO Management GmbH,
Its general partner
|
|||
By:
|
/s/ Thomas J. Murphy
|
|||
Name:
|
Thomas J. Murphy
|
|||
Title:
|
Managing Director
|
GAPCO MANAGEMENT GMBH
|
||||
By:
|
/s/ Thomas J. Murphy
|
|||
Name:
|
Thomas J. Murphy
|
|||
Title:
|
Managing Director
|
Name
|
Business Address
|
Citizenship
|
William E. Ford
(Chief Executive Officer)
|
55 East 52nd Street
33rd Floor
New York, New York 10055
|
United States
|
J. Frank Brown
(Chief Operating Officer)
|
55 East 52nd Street
33rd Floor
New York, New York 10055
|
United States
|
Thomas J. Murphy
(Chief Financial Officer)
|
600 Steamboat Road
Greenwich, Connecticut 06830
|
United States
|
Gabriel Caillaux
|
23 Savile Row
London W1S 2ET
United Kingdom
|
France
|
Chris Caulkin
|
55 East 52nd Street
33rd Floor
New York, New York 10055
|
United States
|
Andrew Crawford
|
55 East 52nd Street
33rd Floor
New York, New York 10055
|
United States
|
Alex Crisses
|
55 East 52nd Street
33rd Floor
New York, New York 10055
|
United States
|
Steven A. Denning
(Chairman)
|
600 Steamboat Road
Greenwich, Connecticut 06830
|
United States
|
Michelle Dipp
|
55 East 52nd Street
33rd Floor
New York, New York 10055
|
United States
|
Roni Elchahal
|
23 Savile Row
London W1S 2ET
United Kingdom
|
United States
|
Martin Escobari
|
55 East 52nd Street
33rd Floor
New York, New York 10055
|
Bolivia and Brazil
|
Pamela Fang
|
Suite 5704 - 5706, 57F
Two IFC, 8 Finance Street
Central, Hong Kong, China
|
United States
|
Andrew Ferrer
|
55 East 52nd Street
33rd Floor
New York, New York 10055
|
United States
|
Wai Hoong Fock
|
Asia Square Tower 1
8 Marina View, #41-04
Singapore 018960
|
Singapore
|
Name
|
Business Address
|
Citizenship
|
Aaron Goldman
|
23 Savile Row
London W1S 2ET
United Kingdom
|
United States
|
David C. Hodgson
(Vice Chairman)
|
55 East 52nd Street
33rd Floor
New York, New York 10055
|
United States
|
Christopher G. Lanning
|
55 East 52nd Street
33rd Floor
New York, New York 10055
|
United States
|
Anton J. Levy
|
55 East 52nd Street
33rd Floor
New York, New York 10055
|
United States
|
Peter Munzig
|
55 East 52nd Street
33rd Floor
New York, New York 10055
|
United States
|
Sandeep Naik
|
Level 19, Birla Aurora
Dr. Annie Besant Road
Worli, Mumbai 400 030
India
|
United States
|
Joern Nikolay
|
Maximilianstrasse 35b
80539 Munich
Germany
|
Germany
|
Name
|
Business Address
|
Citizenship
|
Shantanu Rastogi
|
Level 19, Birla Aurora
Dr. Annie Besant Road
Worli
Mumbai 400 030
India
|
India
|
David A. Rosenstein
|
55 East 52nd Street
33rd Floor
New York, New York 10055
|
United States
|
Ashish Saboo
|
General Atlantic Singapore Fund Management Pte. Ltd. (Representative Office)
Unit # 2817, 28th Floor,
DBS Bank Tower,
Ciputra World One,
Jl Prof. Dr. Satrio Kav. 3-5,
Kel. Karet Kuningan, Kec. Setiabudi,
Jakarta Selatan 12940, Indonesia
|
India
|
Paul Stamas
|
55 East 52nd Street
33rd Floor
New York, New York 10055
|
United States
|
Tanzeen Syed
|
55 East 52nd Street
33rd Floor
New York, New York 10055
|
United States and Bangladesh
|
Graves Tompkins
|
55 East 52nd Street
33rd Floor
New York, New York 10055
|
United States
|
Robbert Vorhoff
|
55 East 52nd Street
33rd Floor
New York, New York 10055
|
United States
|
Chi Eric Zhang
|
Unit 2707 Tower S2
Bund Finance Centre
No. 600
Zhongshan Dong Er Road
Huangpu District
Shanghai, 200010
China
|
Hong Kong SAR
|
GENERAL ATLANTIC LLC
|
||||
By:
|
/s/ Thomas J. Murphy
|
|||
Name:
|
Thomas J. Murphy
|
|||
Title:
|
Managing Director
|
|||
GENERAL ATLANTIC GENPAR, L.P.
|
||||
By:
|
General Atlantic LLC,
Its general partner
|
|||
By:
|
/s/ Thomas J. Murphy
|
|||
Name:
|
Thomas J. Murphy
|
|||
Title:
|
Managing Director
|
|||
GENERAL ATLANTIC PARTNERS 85, L.P.
|
||||
By:
|
General Atlantic GenPar, L.P.,
Its general partner
|
|||
By:
|
General Atlantic LLC,
Its general partner
|
|||
By:
|
/s/ Thomas J. Murphy
|
|||
Name:
|
Thomas J. Murphy
|
|||
Title:
|
Managing Director
|
GAP COINVESTMENTS III, LLC
|
||||
By:
|
General Atlantic LLC, its Managing Member
|
|||
By:
|
/s/ Thomas J. Murphy
|
|||
Name:
|
Thomas J. Murphy
|
|||
Title:
|
Managing Director
|
|||
GAP COINVESTMENTS IV, LLC
|
||||
By:
|
General Atlantic LLC, its Managing Member
|
|||
By:
|
/s/ Thomas J. Murphy
|
|||
Name:
|
Thomas J. Murphy
|
|||
Title:
|
Managing Director
|
GAP COINVESTMENTS CDA, L.P.
|
||||
By: General Atlantic LLC., its General Partner
|
||||
By:
|
/s/ Thomas J. Murphy
|
|||
Name:
|
Thomas J. Murphy
|
|||
Title:
|
Managing Director
|
GAPCO GMBH & CO. KG
|
||||
By:
|
GAPCO Management GmbH,
Its general partner
|
|||
By:
|
/s/ Thomas J. Murphy
|
|||
Name:
|
Thomas J. Murphy
|
|||
Title:
|
Managing Director
|
GAPCO MANAGEMENT GMBH
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By:
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/s/ Thomas J. Murphy
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Name:
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Thomas J. Murphy
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Title:
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Managing Director
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