SEC Form SC 13G filed by Sportradar Group AG
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Sportradar Group AG
(Name of Issuer)
Class A ordinary shares
(Title of class of Securities)
H8088L103
(Cusip Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ 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.
This information required in the remainder of this page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 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. H8088L103 | SCHEDULE 13G |
| 1 | NAME OF REPORTING PERSON IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Radcliff SR I LLC |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐ |
| 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
15,265,392 |
| 6 | SHARED VOTING POWER
0 | |
| 7 | SOLE DISPOSITIVE POWER
15,265,392 | |
| 8 | SHARED DISPOSITIVE POWER
0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,265,392 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.43% |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
| Page 2 of 11 |
| CUSIP No. H8088L103 | SCHEDULE 13G |
| 1 | NAME OF REPORTING PERSON IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Radcliff SPV Manager LLC |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐ |
| 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
15,265,392 | |
| 7 | SOLE DISPOSITIVE POWER
0 | |
| 8 | SHARED DISPOSITIVE POWER
15,265,392 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,265,392 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.43% |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
| Page 3 of 11 |
| CUSIP No. H8088L103 | SCHEDULE 13G |
| 1 | NAME OF REPORTING PERSON IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Eli Goldstein |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐ |
| 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
15,265,392 | |
| 7 | SOLE DISPOSITIVE POWER
0 | |
| 8 | SHARED DISPOSITIVE POWER
15,265,392 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,265,392 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.43% |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
| Page 4 of 11 |
| CUSIP No. H8088L103 | SCHEDULE 13G |
| 1 | NAME OF REPORTING PERSON IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Evan Morgan |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐ |
| 3 | SEC USE ONLY
|
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
USA |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 |
| 6 | SHARED VOTING POWER
15,265,392 | |
| 7 | SOLE DISPOSITIVE POWER
0 | |
| 8 | SHARED DISPOSITIVE POWER
15,265,392 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,265,392 |
| 10 | CHECK BOX IF TE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.43% |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
| Page 5 of 11 |
| CUSIP No. H8088L103 | SCHEDULE 13G |
| Item 1(a) | Name of Issuer:
Sportradar Group AG
|
| Item 1(b) | Address of Issuer’s Principal Executive Offices:
Feldistrasse 2, St. Gallen, Switzerland
CH-9000
|
| Item 2 (a) | Name of Person Filing:
Radcliff SR I LLC Radcliff SPV Manager LLC Eli Goldstein Evan Morgan
|
| Item 2(b) | Address of Principal Business Offices:
The address of the principal business office of each of the Reporting Persons is:
c/o The Radcliff Companies 408 Greenwich Street, 2nd Floor New York, NY 10013 Attention: Eli Goldstein and Evan Morgan
|
| Item 2(c) | Citizenship:
Radcliff SR I LLC- Delaware Radcliff SPV Manager LLC- Delaware Eli Goldstein- USA Evan Morgan- USA
|
| Item 2(d) | Title of Class of Securities:
Class A ordinary shares
|
| Item 2(e) | CUSIP Number:
H8088L103 |
| Page 6 of 11 |
| CUSIP No. H8088L103 | SCHEDULE 13G |
| Item 3 | If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
| (a) | [_] | Broker or dealer registered under Section 15 of the Exchange Act
| |
| (b) | [_] | Bank as defined in Section 3(a)(6) of the Exchange Act
| |
| (c) | [_] | Insurance company as defined in Section 3(a)(19) of the Exchange Act
| |
| (d) | [_] | Investment company registered under Section 8 of the Investment Company Act
| |
| (e) | [_] | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E)
| |
| (f) | [_] | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F)
| |
| (g) | [_] | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G)
| |
| (h) | [_] | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act
| |
| (i) | [_] | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act
| |
| (j) | [_] | Group, in accordance with Rule 13d-1(b)(1)(ii)(J)
| |
| Not applicable | |||
| Item 4 | Ownership. |
| Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
| (a) | Amount beneficially owned: | |
Radcliff SR I LLC– 15,265,392 Radcliff SPV Manager LLC – 15,265,392 Eli Goldstein – 15,265,392 Evan Morgan – 15,265,392
| ||
| (b) | Percent of class: | |
Radcliff SR I LLC – 7.43% Radcliff SPV Manager LLC – 7.43% Eli Goldstein – 7.43% Evan Morgan – 7.43% |
| Page 7 of 11 |
| CUSIP No. H8088L103 | SCHEDULE 13G |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote | ||
Radcliff SR I LLC– 0 Radcliff SPV Manager LLC – 0 Eli Goldstein – 0 Evan Morgan – 0 | |||
| (ii) | Shared power to vote or to direct the vote | ||
Radcliff SR I LLC – 15,265,392 Radcliff SPV Manager LLC – 15,265,392 Eli Goldstein – 15,265,392 Evan Morgan – 15,265,392 | |||
| (iii) | Sole power to dispose or to direct the disposition of | ||
Radcliff SR I LLC – 0 Radcliff SPV Manager LLC – 0 Eli Goldstein – 0 Evan Morgan – 0 | |||
| (iv) | Shared power to dispose or to direct the disposition of | ||
Radcliff SR I LLC – 15,265,392 Radcliff SPV Manager LLC – 15,265,392 Eli Goldstein – 15,265,392 Evan Morgan – 15,265,392 | |||
|
| |
(1) The number of Class A ordinary shares (“Shares”) beneficially owned by the Reporting Persons include 15,265,392 Shares of the Issuer held of record by Radcliff SR I LLC.
| |
| (2) Radcliff SPV Manager LLC (the “Managing Member”) is the managing member of Radcliff SR I LLC, and Eli Goldstein and Evan Morgan beneficially own the membership interests in the Managing Member. The Managing Member and Messrs. Goldstein and Morgan share voting and dispositive power over the Shares of the Issuer held by Radcliff SR I LLC. As a result, the Managing Member and Messrs. Goldstein and Morgan may be deemed to beneficially own the Shares beneficially owned by Radcliff SR I LLC. The Managing Member and Messrs. Goldstein and Morgan disclaim beneficial ownership of the Shares beneficially owned by Radcliff SR I LLC, except to the extent of his or its pecuniary interest therein. | |
| (3) The percentages used throughout this Schedule 13G are based upon 205,454,977 Shares outstanding as reported in the Issuer’s Prospectus filed on September 15, 2021. |
| Page 8 of 11 |
| CUSIP No. H8088L103 | SCHEDULE 13G |
| Item 5 | Ownership of Five Percent or Less of a Class.
Not applicable
|
| Item 6 | Ownership of More than Five Percent on Behalf of Another Person.
Not applicable
|
| Item 7 | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
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 | Certification.
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. |
| Page 9 of 11 |
| CUSIP No. H8088L103 | SCHEDULE 13G |
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.
| Dated: | February 2, 2022 | Radcliff SR I LLC | |
| By: | Radcliff SPV Manager LLC, its manager | ||
| By: | /s/ Eli Goldstein | ||
| Manager | |||
| Dated: | February 2, 2022 | Radcliff SPV Manager LLC | |
| By: | /s/ Eli Goldstein | ||
| Manager | |||
| Dated: | February 2, 2022 | /s/ Eli Goldstein | |
| Eli Goldstein | |||
| Dated: | February 2, 2022 | /s/ Evan Morgan | |
| Evan Morgan | |||
| Page 10 of 11 |
| CUSIP No. H8088L103 | SCHEDULE 13G |
Joint Filing Statement
Statement Pursuant to Rule 13d-1(k)(1)
The undersigned hereby consent and agree to file a joint statement on Schedule 13G under the Securities Exchange Act of 1934, as amended, with respect to the Class A ordinary shares of Sportradar Group AG, beneficially owned by them, together with any or all amendments thereto, when and if appropriate. The parties hereto further consent and agree to file this Statement pursuant to Rule 13d-1(k)(1)(iii) as an exhibit to Schedule 13G, thereby incorporating the same into such Schedule 13G.
| Dated: | February 2, 2022 | Radcliff SR I LLC | |
| By: | Radcliff SPV Manager LLC, its manager | ||
| By: | /s/ Eli Goldstein | ||
| Manager | |||
| Dated: | February 2, 2022 | Radcliff SPV Manager LLC | |
| By: | /s/ Eli Goldstein | ||
| Manager | |||
| Dated: | February 2, 2022 | /s/ Eli Goldstein | |
| Eli Goldstein | |||
| Dated: | February 2, 2022 | /s/ Evan Morgan | |
| Evan Morgan | |||
| Page 11 of 11 |