UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
SVMK Inc.
(Name of Issuer)
Common Stock, par value $0.00001 per share
(Title of Class of Securities)
78489X 103
(CUSIP Number)
December 31, 2018
(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)
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* |
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) |
Names of reporting persons
Ryan Finley |
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(2) |
Check the appropriate box if a member of a group (see instructions)
(a) ☐ (b) ☐ |
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(3) |
SEC use only
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(4) |
Citizenship or place of organization
United States of America |
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Number of |
(5) |
Sole voting power
0 |
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shares beneficially owned by |
(6) |
Shared voting power
8,105,289 |
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each reporting person |
(7) |
Sole dispositive power
0 |
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with: |
(8) |
Shared dispositive power
8,105,289 |
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(9) |
Aggregate amount beneficially owned by each reporting person
8,105,289 |
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(10) |
Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
☐ |
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(11) |
Percent of class represented by amount in Row (9)
6.5% (1) |
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(12) |
Type of reporting person (see instructions)
IN |
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(1) Percentage calculated based on 125,078,892 shares of Common Stock of the Issuer outstanding as of October 31, 2018, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 13, 2018.
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(1) |
Names of reporting persons
SM Profits, LLC |
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(2) |
Check the appropriate box if a member of a group (see instructions)
(a) ☐ (b) ☐ |
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(3) |
SEC use only
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(4) |
Citizenship or place of organization
Oregon |
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Number of |
(5) |
Sole voting power
0 |
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shares beneficially owned by |
(6) |
Shared voting power
8,105,289 |
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each reporting person |
(7) |
Sole dispositive power
0 |
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with: |
(8) |
Shared dispositive power
8,105,289 |
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(9) |
Aggregate amount beneficially owned by each reporting person
8,105,289 |
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(10) |
Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
☐ |
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(11) |
Percent of class represented by amount in Row (9)
6.5% (1) |
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(12) |
Type of reporting person (see instructions)
OO |
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(1) Percentage calculated based on 125,078,892 shares of Common Stock of the Issuer outstanding as of October 31, 2018, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 13, 2018.
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SVMK Inc. |
Item 1(b) Address of Issuer’s Principal Executive Offices:
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One Curiosity Way, San Mateo, CA 94403 |
Item 2 (a) Name of Person Filing:
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This Schedule 13G is filed by: |
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(i) Ryan Finley, who serves as a manager of SM Profits, LLC, an Oregon limited liability company (“ SM Profits ”); and |
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(ii) SM Profits. |
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Mr. Finley and SM Profits are referred to collectively as the “ Reporting Persons .” |
Item 2 (b) Address of Principal Business Office or, if none, Residence:
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The address of the principal business office of each of the Reporting Persons is 9418 NE Vancouver Mall Drive, Vancouver, WA 98662. |
Item 2 (c) Citizenship:
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Ryan Finley is a United States citizen |
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SM Profits is an Oregon limited liability company |
Item 2 (d) Title of Class of Securities:
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Common Stock, par value $0.00001 per share |
Item 2 (e) CUSIP Number:
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78489X 103 |
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Item 3. |
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: |
Not applicable.
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Item 4. |
Ownership |
With respect to the beneficial ownership of the Reporting Persons, see Items 5 through 11 of the cover pages to this Schedule 13G, which are incorporated herein by reference.
Item 5. Ownership of 5 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 ☐ .
Item 6. Ownership of More than 5 Percent on Behalf of Another Person
Not applicable.
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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.
SIGNATURES
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, 2019
/s/ Ryan Finley
Ryan Finley
SM PROFITS, LLC
By: /s/ Ryan Finley
Name: Ryan Finley
Title: Manager
Exhibit 1 Agreement of Joint Filing between Ryan Finley and SM Profits, LLC, dated February 12, 2019.
EXHIBIT 1
AGREEMENT OF JOINT FILING
This joint filing agreement (this “ Agreement ”) is made and entered into as of this 12 th day of February, 2019, by and between Ryan Finley and SM Profits, LLC.
The parties to this Agreement hereby agree to prepare jointly and file timely (and otherwise to deliver as appropriate) all filings on any Form 3, Form 4, Form 5 or Schedule 13D or Schedule 13G, and any and all amendments thereto and any other document relating thereto (collectively, the “ Filings ”) required to be filed by them pursuant to the Securities and Exchange Act of 1934, as amended. Each party to this Agreement further agrees and covenants to the other party that it will fully cooperate with such other party in the preparation and timely filing (and other delivery) of all such Filings.
This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.
Dated: February 12, 2019
/s/ Ryan Finley
Ryan Finley
SM PROFITS, LLC
By: /s/ Ryan Finley
Name: Ryan Finley
Title: Manager