SAP SE (Form: SC TO-I/A, Received: 01/12/2021 17:25:59)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

(Amendment No. 1)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

SAP SE

(Name of Subject Company (Issuer/Offeror))

SAP SE

(Issuer/Offeror)

Qualtrics International Inc.

(Offeror)

(Name of Filing Persons)

Fixed Value Rights and

Existing RSUs

(Title of Class of Securities)

803054204

(CUSIP Number of Class of Securities)

(Underlying Ordinary Shares)


Wendy Boufford c/o SAP Labs 3410 Hillview Avenue, Palo Alto, CA, 94304 United States of America 650-849-4000 (Tel) 650-843-2041 (Fax)			Blake Tierney General Counsel Qualtrics International Inc. 333 West River Park Drive Provo, Utah 84604 (385-203-4999)

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications on Behalf of Filing Person)

Copy to:

Daniel Mitz

Lona Nallengara

Richard Alsop

Kristina Trauger

Shearman & Sterling LLP

599 Lexington Avenue

New York, NY 10022-6069

(212) 848-4000

CALCULATION OF FILING FEE


Transaction Valuation*			Amount of Filing Fee*
$413,939,164			$45,161

* Calculated solely for purposes of determining the filing fee. This number assumes: (i) all eligible Fixed Value Rights and Existing RSUs are properly tendered and not withdrawn in the offer; (ii) an initial public offering price of Qualtrics Class A Common Stock equal to $20, the lowpoint of the estimated initial public offering price of Qualtrics Class A Common Stock reflected in the IPO Registration Statement; and (iii) a volume-weighted average price per share of SAP Ordinary Shares on Xetra over the final five trading days prior to the expiration date of the offer equal to $126.50 (which is representative of recent trading prices of SAP Ordinary Shares on Xetra). The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals $109.10 for each $1,000,000 of the aggregate value of this transaction.

☒ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.


Amount Previously Paid:	$45,161	Filing Party: Qualtrics International Inc.
Form or Registration No.:	Form S-4,	Date Filed: December 28, 2020 and January 12, 2021
	Registration No. 333-251770

☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

☐ third-party tender offer subject to Rule 14d-1.

☒ issuer tender offer subject to Rule 13e-4.

☐ going-private transaction subject to Rule 13e-3.

☐ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

☐ Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

☐ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on December 28, 2020 (as so amended, this “Schedule TO”) and is filed by SAP SE (“SAP”), a European Company (Societas Europaea or “SE”), and Qualtrics International Inc. (“Qualtrics”), a Delaware corporation and an indirectly majority-owned subsidiary of SAP. This Schedule TO relates to the offer by SAP and Qualtrics to Eligible Employees (as defined below) of a one-time opportunity to exchange all (but not less than all) of such employees’ outstanding cash-settled fixed value rights (“Fixed Value Rights”) and all (but not less than all) of such employees’ cash-settled variable rights that are linked to the value of SAP Ordinary Shares and that were granted on or after January 1, 2018 (“Post-2018 Variable Awards”) and cash-settled SAP rights that are linked to the value of SAP Ordinary Shares and that were granted as part of the “Move SAP Plan” or “Grow SAP Plan” (together with the Post-2018 Variable Awards, the “Existing RSUs”) for unvested rights (“Qualtrics RSUs”) to receive shares of Qualtrics’s Class A common stock, par value $0.0001 (“Qualtrics Stock”) upon the terms and subject to the conditions set forth in the Prospectus – Offer to Exchange, dated December 28, 2020, as amended January 12, 2021 (the “Prospectus – Offer to Exchange”) and the related Terms of Election, (which together, as they may be amended or supplemented from time to time, constitute the “Offer”).

An “Eligible Employee” is an employee or executive officer of Qualtrics or its subsidiaries or an employee of SAP who provides substantially all of his or her services as an SAP employee to Qualtrics on the date hereof who holds Fixed Value Rights and Existing RSUs and who continues to be an employee of Qualtrics, its subsidiaries or SAP on and from the date hereof through the expiration of this Offer and also through the time and date on which the Qualtrics RSUs are granted. Although we intend to include all Eligible Employees worldwide, we may exclude otherwise Eligible Employees if, for any reason, we believe that their participation would be illegal, inadvisable or impractical under local law and regulations.

In connection with the Offer, Qualtrics has filed under the Securities Act of 1933, as amended, a Registration Statement on Form S-4, as amended by Amendment No. 1 to the Registration Statement on Form S-4 (Registration No. 333-251770) to register the Qualtrics RSUs, which includes the Prospectus – Offer to Exchange. The Offer is intended to expire substantially concurrently with the initial public offering of Qualtrics Stock (the “IPO”). In connection with the IPO, Qualtrics has filed with the Securities and Exchange Commission a Registration Statement on Form S-1(the “IPO Registration Statement”).

Item 12. Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented by replacing the following exhibits.


Exhibit Number						Description of Exhibit
(a)(1)(A)						Prospectus – Offer to Exchange dated December 28, 2020, as amended January 12, 2021 (3)
(a)(1)(C)						Screenshots of Exchange Offer Website, as amended January 12, 2021 (3)
(a)(4)						Prospectus – Offer to Exchange dated December 28, 2020, as amended January 12, 2021 (3)

________________

(3) Incorporated by reference to the Registration Statement on Form S-4 of Qualtrics International Inc. (Registration Statement No. 333-251770) filed with the Commission on January 12, 2021.

INDEX TO EXHIBITS


Item 12.						Exhibits.
(a)(1)(A)						Prospectus – Offer to Exchange dated December 28, 2020, as amended January 12, 2021 (3)
(a)(1)(B)**						Terms of Election
(a)(1)(C)						Screenshots of Exchange Offer Website, as amended January 12, 2021
(a)(1)(D)**						Form of Announcement E-mail
(a)(1)(E)**						Additional Information for Non-US Eligible Employees
(a)(4)						Prospectus – Offer to Exchange dated December 28, 2020, as amended January 12, 2021 (3)
(a)(5)(A)						Amended and Restated Certificate of Incorporation of the Registrant (1)
(a)(5)(B)						Amended and Restated Bylaws of the Registrant (1)
(a)(5)(C)						Specimen Class A common stock certificate of the Registrant (1)
(a)(5)(D)*						Opinion of Shearman & Sterling LLP
(a)(5)(E)+						Form of Master Transaction Agreement by and between the Registrant and SAP SE (1)
(a)(5)(F)+						Form of Administrative Services Agreement by and between the Registrant, SAP SE and SAP America, Inc. (1)
(a)(5)(G)+						Form of Tax Sharing Agreement by and among the Registrant, Registrant’s affiliates, SAP SE, SAP America, Inc. and their affiliates (1)
(a)(5)(H)+						Form of Employee Matters Agreement by and between the Registrant and SAP SE (1)
(a)(5)(I)						Form of Intellectual Property Matters Agreement by and between the Registrant and SAP SE (1)
(a)(5)(J)+						Form of Distribution Agreement by and between the Registrant and SAP SE (1)
(a)(5)(K)+						Form of Insurance Matters Agreement by and between the Registrant and SAP SE (1)
(a)(5)(L)						Form of Stockholders’ Agreement by and between the Registrant, SAP America, Inc. and Q II, LLC (1)
(a)(5)(M)+						Form of Real Estate Matters Agreement by and between the Registrant and SAP SE (1)
(a)(5)(N)						Form of Promissory Note 1 between the Registrant and SAP America, Inc. (1)
(a)(5)(O)						Form of Promissory Note 2 between the Registrant and SAP America, Inc. (1)
(a)(5)(P)#						Form of Director and Executive Officer Indemnification Agreement (1)
(a)(5)(Q)#						2021 Qualtrics Employee Omnibus Equity Plan and forms of award agreements thereunder (2 )
(a)(5)(R)#						2021 Qualtrics Employee Stock Purchase Plan (1)
(a)(5)(S)#						Employment Agreement, by and between the Registrant and Ryan Smith, dated as of January 7, 2021 (2)
(a)(5)(T)#						Employment Agreement, by and between the Registrant and John Thimsen, dated as of August 22, 2018 (1)
(a)(5)(U)#						Compensation Letter, by the Registrant to Bill McMurray, effective as of May 18, 2020 (1)
(a)(5)(V)+†						Office Lease Agreement, by and between SCD 2U LLC and Qualtrics, LLC, dated as of September 20, 2019 (1)
(a)(5)(W)+†						Second Amendment to Lease, by and between SCD 2U LLC and Qualtrics, LLC, dated as of August 24, 2020 (1)
(a)(5)(X)						Lease Agreement, by and between Timp Campus, LLC and Qualtrics, LLC, dated as of October 15, 2018 (1)
(a)(5)(Y)+						Class A Common Stock Purchase Agreement, dated as of December 8, 2020, by and between the Registrant and Q II, LLC (1)
(a)(5)(Z)+						Class A Common Stock Purchase Agreement dated as of December 23, 2020, by and between the Registrant and Silver Lake Partners VI DE (AIV), L.P. (1)
(a)(5)(AA)						List of subsidiaries of the Registrant (1)
(a)(5)(AB)#						Employment Agreement, by and between the Registrant and Zig Serafin, dated as of January 7, 2021 (2)
(a)(5)(AC)						Qualtrics International Inc. Executive Change in Control Severance Plan, adopted January 5, 2021 (2)
(b)						None
(d)						See exhibits (a)(5)(A) through (a)(5)(AA)
(g)						None
(h)						None

________________

* To be filed by amendment.

** Previously filed.

# Represents management compensation plan, contract or arrangement.

+ Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon its request.

† Portions of this exhibit (indicated by asterisks) have been redacted in compliance with Regulation S-K Item 601(b)(10)(iv).

(1) Incorporated by reference to the Registration Statement on Form S-1 of Qualtrics International Inc. (Registration Statement No. 333-251767) filed with the Commission on December 28, 2020.

(2) Incorporated by reference to Amendment No. 1 to the Registration Statement on Form S-1 of Qualtrics International Inc. (Registration Statement No. 333-251767) filed with the Commission on January 12, 2021.

(3) Incorporated by reference to the Registration Statement on Form S-4 of Qualtrics International Inc. (Registration Statement No. 333-251770) filed with the Commission on January 12, 2021.

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule TO is true, complete and correct.


SAP SE

By:			/s/ Luka Mucic
Name:			Luka Mucic
Title:			Chief Financial Officer

By:			/s/ Michael Ploetner
Name:			Michael Ploetner
Title:			Authorized Signatory (Prokurist)


QUALTRICS INTERNATIONAL INC.

By:			/s/ Blake Tierney
Name:			Blake Tierney
Title:			General Counsel

Date: January 12, 2021

Exhibit (a)(1)(C)

https://web.lumiagm.com/235214418

LuMI

Control Number

Last 5 digits of Acct Number

Please enter your login ID and Password that you received in the launch email dated December 28, 2020 announcing the offer. Your Login ID is the 11 digit control number you received in the email. Your password is the last 5 digits of your account number.

LuMI

12345678901

Qualtrics.XM

Qualtrics Awards Exchange Offer

lumi test

Welcome to the Qualtrias Exchange Offer Website

Purpose of this site.

The purpose of this website is to allow you to choose whether to keep your existing SAP equity awards or exchange them for Qualtnics stock, which will be issued when we go public. This is an all or nothing" exchange - there is not an option to exchange only part of your existing equity awards. Note that this website only relates to the exchange offer for existing equity awards and does not contain information relating to any new equity awards or the new employee stock purchase program, both of which will be addressed in separate communications to you.

Step 1- Exchange Offer Details.

You should carefully review the terms of this exchange offer. To review the offer details, including information about Qualtnics, Qualtrics stock, and your local laws relating to the offer, cdick the document icon on the right side of the gray bar at the top of this page.

Step 2-Your Existing Award Details.

If you already know the details of your existing equity award(s), you can skip this step

To view the details of your existing equity awards that were originally issued prior to Qualtrics' acquisition by SAP, if any, <lick here to ace58 your Shareworks account. Note that, with respect to your original Qualtrics RSUs that now fluctuate with SAP's share price (as opposed to having a fixed value of -$35), the quantity shown in Shareworks reflects the number of Qualtrics RSUs you originally received, not your current number of SAP-equivalent RSUs. Therefore, you will need to multiply the number of these variable awards by 0.3373077 to determine your "existing RSUs" for purposes of the exchange offer. With respect to awards that have a fixed value of -$35, to determine the number of new Qualtrics RSUs that you will receive, you simply divide the aggregate value of these awards by the 1PO price (as explained in the exchange offer materials located on this website).

To view the details of your existing equity awards that were issued after Qualtnics' acquisition by SAP, if any, lick here to aces your fquatePlus a&count. Note that your award details can only be viewed by cdicking these links - this exchange offer site you are currently viewing does not contain your existing equity award details.

Step 3-Make Your Election.

To make your election, click on the bar chart icon in the middle of the gray bar at the top of this page. You should make an election even if you do not plan to exchange your awards. Please make this election as soon as you are ready to do so. Note that you may come back to this site to change your election at any time while the exchange offer remains open.

Questions.

If you have questions or need additional information, please contact D.F. King &Co., which has been hired as the information agent to handle questions about this exchange offer You may reach them at Qualtrics@dfking.com or at 866-340-7108.

Documents

Current Pricing Information

Prospectus - Offer to Exchange.pdf

Additional Information for Non-US Eligible Employees.pdf

Terms of Election.pdf

You have voted on 0 of 1 items

Please complete the questions below.

Responses are sent individually.

There is no final Send or Submit' button.

You may change your Election on this page at any time up until 2pm Eastern on January 27, 2021.

I have read the Prospectus-Offer to Exchange dated as of December 28, 2020 (as amended or supplemented from time to time, the "Prospectus-Offer to Exchange") and the Terms of Election relating to the offer being made by Qualtrics International Inc. ("Qualtrics") and SAP SE("SAP") to eligible employees to tender their outstanding Qualtrics Pre-2018 Fixed Value Awards ("Fixed Value Rights") that vest on or after February 1, 2021 for the right ("Qualtrics RSUs") to receive shares of

Qualtrics Class A common stock, par value $0.0001 per share (the "Qualtrics Stock"), as determined on an award-by-award basis, and to tender their Qualtrics 2018-Plus Variable Grants and SAP Move/ Grow Awards, in each case which vest on or after February 1, 2021, (together, the "Existing RSUs") for Qualtrics RSUs, as determined on an award-by-award basis (such offer, upon the terms and conditions set forth in the Prospectus-Offer to Exchange and the Terms of Election, being referred to as the "Offer")

He lefdo el Prospecto de Oferta de Canje de fecha 28 de diciembre de 2020 ( seg~n sea modificado o complementado peri6dicamente, el "Prospecto de Oferta de Canje") ylos T~rminos de Elecci~n relacionados con la oferta que formulan Qualtrics International Inc. ("Qualtrics") y SAP SE ("SAP") a los empleados que re~nan los requisitos para presentar sus Adjudicaciones de Valor Fijo Pre-2018 ("Derechos de Valor Fijo") de Qualtrics que se encuentren vigentes, los cuales confieren, a partir del 1 de febrero de 2021, el derecho ("RSU de Qualtrics") de recibir acciones ordinarias de Clase A de Qualtrics, con un valor nominal de $0.0001 por acci6n (las "Acciones de Qualtrics"), segUn se determine en cad a adjudicaci6n, como asimismo para ofrecer sus Concesiones Variables 2018-Plus de Qualtrics y Adjudicaciones Move/ Grow de SAP, las cuales en cad a caso confieren, a partir del 1 de febrero de 2021, (conjuntamente, las "RSU Existentes") el derecho de recibir las RSU de Qualtrics, seg~n se determine en cada adjudicaci~n (dicha oferta, segun los t~rminos y condiciones que se establecen en el Prospecto de Oferta de Canje y en los T~rminos de Elecci~n, se denomina la "Oferta").

Select a choice to send.

Exchange All Eligible Awards/Cambiar todos los premios elegibles

Do Not Exchange All Eligible Awards/No intercambiar todos los premios elegibles

You have voted on 0 of 1 items

Please complete the questions below.

Responses are sent individually.

There is no final Send or Submit' button.

You may change your Election on this page at any time up until 2pm Eastern on January 27, 2021.

I have read the Prospectus-Offer to Exchange dated as of December 28, 2020 (as amended or supplemented from time to time, the "Prospectus-Offer to Exchange") and the Terms of Election relating to the offer being made by Qualtrics International Inc. ("Qualtrics") and SAP SE ("SAP") to eligible employees to tender their outstanding Qualtrics Pre-2018 Fixed Value Awards ("Fixed Value Rights") that vest on or after February 1, 2021 for the right ("Qualtrics RSUs") to receive shares of

"Offer")

He lefdo el Prospecto de Oferta de Canje de fecha 28 de diciembre de 2020 ( seg~n sea modificado o complementado peri6dicamente, el "Prospecto de Oferta de Canje") y los T~rminos de Elecci6n relacionados con la oferta que formulan Qualtrics International Inc. ("Qualtrics") y SAP SE("SAP") a los empleados que re~nan los requisitos para presentar sus Adjudicaciones de Valor Fijo Pre-2018 ("Derechos de Valor Fijo") de Qualtrics que se encuentren vigentes, los cuales confieren, a partir del 1 de febrero de 2021, el derecho ("RSU de Qualtrics") de recibir acciones ordinarias de Clase A de Qualtrics, con un valor nominal de $0.0001 por acci6n (las "Acciones de Qualtrics"), segUn se determine en cad a adjudicaci6n, como asimismo para ofrecer sus Concesiones Variables 2018.-Plus de Qualtrics y Adjudicaciones Move/ Grow de SAP, las cuales en cad a caso confieren, a partir del 1 de febrero de 2021, (conjuntamente, las "RSU Existentes") el derecho de recibir las RSU de Qualtrics, seg~n se determine en cada adjudicaci~n (dicha oferta, segun los t~rminos y condiciones que se establecen en el Prospecto de Oferta de Canje y en los T~rminos de Elecci~n, se denomina la "Oferta").

Exchange All Eligible Awards/Cambiar todos los premios elegibles - Vote received

Exchange All Eligible Awards/Cambiar todos los premios elegibles

Do Not Exchange All Eligible Awards/No intercambiar todos los premios elegibles