Amended Statement of Ownership (sc 13g/a)

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G/A

 

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

Datto Holding Corp.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

 

23821D 100

(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.

 

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.

23821D 100

 

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Austin McChord Non-Exempt Irrevocable Family Trust

	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2	(a)  ☒
	(b)  ☐

3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

Number of Shares Beneficially Owned by	5	SOLE VOTING POWER   6,644,279
	6	SHARED VOTING POWER   -0-
Each REPORTING PERSON WITH:	7	SOLE DISPOSITIVE POWER   6,644,279
	8	SHARED DISPOSITIVE POWER   -0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   6,644,279
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   4.1% (1)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   OO

 

FOOTNOTES

 

(1)

Based on 163,073,476 shares of common stock outstanding as of October 31, 2021, as set forth on the cover of the issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2021, which was filed with the U.S. Securities and Exchange Commission on November 10, 2021.

 

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CUSIP No.

23821D 100

 

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Austin McChord GST-Exempt Irrevocable Family Trust

	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2	(a)  ☒
	(b)  ☐

3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

Number of SHARES BENEFICIALLY OWNED BY	5	SOLE VOTING POWER   3,541,495
	6	SHARED VOTING POWER   -0-
EACH REPORTING PERSON WITH:	7	SOLE DISPOSITIVE POWER   3,541,495
	8	SHARED DISPOSITIVE POWER   -0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   3,541,495
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   2.2% (1)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   OO

 

FOOTNOTES 

 

(1)

Based on 163,073,476 shares of common stock outstanding as of October 31, 2021, as set forth on the cover of the issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2021, which was filed with the U.S. Securities and Exchange Commission on November 10, 2021.

 

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CUSIP No.

23821D 100

 

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Ian McChord 2021 Trust

	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2	(a)  ☒
	(b)  ☐

3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Connecticut

Number of SHARES BENEFICIALLY OWNED BY	5	SOLE VOTING POWER   336,147
	6	SHARED VOTING POWER   -0-
EACH REPORTING PERSON WITH:	7	SOLE DISPOSITIVE POWER   336,147
	8	SHARED DISPOSITIVE POWER   -0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   336,147
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   0.2% (1)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   OO

 

FOOTNOTES 

 

(1)

Based on 163,073,476 shares of common stock outstanding as of October 31, 2021, as set forth on the cover of the issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2021, which was filed with the U.S. Securities and Exchange Commission on November 10, 2021.

 

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CUSIP No.

23821D 100

 

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Kendall Horch 2021 Trust

	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2	(a)  ☒
	(b)  ☐

3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Connecticut

Number of SHARES BENEFICIALLY OWNED BY	5	SOLE VOTING POWER   298,061
	6	SHARED VOTING POWER   -0-
EACH REPORTING PERSON WITH:	7	SOLE DISPOSITIVE POWER   298,061
	8	SHARED DISPOSITIVE POWER   -0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   298,061
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   0.2% (1)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   OO

 

FOOTNOTES 

 

(1)

Based on 163,073,476 shares of common stock outstanding as of October 31, 2021, as set forth on the cover of the issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2021, which was filed with the U.S. Securities and Exchange Commission on November 10, 2021.

 

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CUSIP No.

23821D 100

 

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Shelby McChord 2021 Trust

	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2	(a)  ☒
	(b)  ☐

3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Connecticut

Number of SHARES BENEFICIALLY OWNED BY	5	SOLE VOTING POWER   826,061
	6	SHARED VOTING POWER   -0-
EACH REPORTING PERSON WITH:	7	SOLE DISPOSITIVE POWER   826,061
	8	SHARED DISPOSITIVE POWER   -0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   826,061
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   0.5% (1)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   OO

 

FOOTNOTES 

 

(1)

Based on 163,073,476 shares of common stock outstanding as of October 31, 2021, as set forth on the cover of the issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2021, which was filed with the U.S. Securities and Exchange Commission on November 10, 2021.

 

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Item 1.
(a)	Name of Issuer
	Datto Holding Corp.
(b)	Address of Issuer’s Principal Executive Offices
	101 Merritt 7 Norwalk, CT 06851
Item 2.
(a)	Name of Person(s) Filing
	Austin McChord Non-Exempt Irrevocable Family Trust
	Austin McChord GST-Exempt Irrevocable Family Trust Ian McChord 2021 Trust Kendall Horch 2021 Trust Shelby McChord 2021 Trust
(b)	Address of Principal Business Office or, if none, Residence
	Austin McChord Non-Exempt Irrevocable Family Trust
	c/o J.P. Morgan Trust Company of Delaware, Trustee
	500 Stanton Christiana Road
	Newark, Delaware 19713
	Austin McChord GST-Exempt Irrevocable Family Trust
	c/o J.P. Morgan Trust Company of Delaware, Trustee
	500 Stanton Christiana Road
	Newark, Delaware 19713   Ian McChord 2021 Trust 22 Greenleaf Farms Road Newtown, CT 06470 Attn: Holt McChord, Trustee   Kendall Horch 2021 Trust 22 Greenleaf Farms Road Newtown, CT 06470 Attn: Holt McChord, Trustee   Shelby McChord 2021 Trust 22 Greenleaf Farms Road Newtown, CT 06470 Attn: Holt McChord, Trustee
(c)	Citizenship
	Austin McChord Non-Exempt Irrevocable Family Trust – Delaware
	Austin McChord GST-Exempt Irrevocable Family Trust – Delaware Ian McChord 2021 Trust – Connecticut Kendall Horch 2021 Trust – Connecticut Shelby McChord 2021 Trust – Connecticut
(d)	Title of Class of Securities
	Common Stock
(e)	CUSIP Number
	23821D 100

 

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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:

 

	(a)	☐	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
	(b)	☐	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
	(c)	☐	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. ☐78c).
	(d)	☐	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
	(e)	☐	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	☐	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	☐	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
	(h)	☐	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	☐	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)	☐	A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).
	(k)	☐	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.

 

Reference is made to Items 5 – 9 and 11 on the preceding pages of this Schedule 13G.

 

As of December 31, 2021, the Austin McChord Non-Exempt Irrevocable Family Trust (the “Non-Exempt Trust”) directly holds 6,644,279 shares of common stock and the Austin McChord GST-Exempt Irrevocable Family Trust (the “Exempt Trust”) directly holds 3,541,495 shares of common stock. Holt McChord is the investment direction adviser of each of the Non-Exempt Trust and the Exempt Trust, and in such capacity has the power to control the voting and disposition of the common stock held by such trusts. Mr. McChord disclaims beneficial ownership of the shares held by each of the Non-Exempt Trust and the Exempt Trust, and this report shall not be deemed an admission that Mr. McChord is the beneficial owner of such securities for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, except to the extent of Mr. McChord’s pecuniary interest therein.

 

As of December 31, 2021, the Ian McChord 2021 Trust (the “Ian Trust”) directly holds 336,147 shares of common stock, the Kendall Horch 2021 Trust (the “Kendall Trust”) directly holds 298,061 shares of common stock, and the Shelby McChord 2021 Trust (the “Shelby Trust”) directly holds 826,061 shares of common stock. Holt McChord is the trustee of each of the Ian Trust, the Kendall Trust and the Shelby Trust, and in such capacity has the power to control the voting and disposition of the common stock held by such trusts. Mr. McChord disclaims beneficial ownership of the shares held by each of the Ian Trust, the Kendall Trust and the Shelby Trust, and this report shall not be deemed an admission that Mr. McChord is the beneficial owner of such securities for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, except to the extent of Mr. McChord’s pecuniary interest therein.

 

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.

 

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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, 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.

 

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SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Date: February 10, 2022	Austin McChord Non-Exempt Irrevocable Family Trust
	By:	J.P. Morgan Trust Company of Delaware, Trustee
	By:	/s/ Morgan T. Smith
	Name:	Morgan T. Smith
	Title:	Associate
Date: February 10, 2022	Austin McChord GST-Exempt Irrevocable Family Trust
	By:	J.P. Morgan Trust Company of Delaware, Trustee
	By:	/s/ Morgan T. Smith
	Name:	Morgan T. Smith
	Title:	Associate
Date: February 10, 2022		Ian McChord 2021 Trust
	By:	/s/ Holt McChord
	Name:	Holt McChord
	Title:	Trustee
Date: February 10, 2022		Kendall Horch 2021 Trust
	By:	/s/ Holt McChord
	Name:	Holt McChord
	Title:	Trustee
Date: February 10, 2022		Shelby McChord 2021 Trust
	By:	/s/ Holt McChord
	Name:	Holt McChord
	Title:	Trustee

 

Footnotes:
Attention:	Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

 

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EXHIBIT A

JOINT FILING AGREEMENT

 

Austin McChord Non-Exempt Irrevocable Family Trust, Austin McChord GST-Exempt Irrevocable Family Trust, Ian McChord 2021 Trust, Kendall Horch 2021 Trust and Shelby McChord 2021 Trust hereby agree to file jointly the statement on Schedule 13G/A to which this Joint Filing Agreement is attached, and any amendments thereto which may be deemed necessary, pursuant to Regulation 13D-G under the Securities Exchange Act of 1934, as amended.

 

It is understood and agreed that each of the parties hereto is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein, but such party is not responsible for the completeness or accuracy of information concerning the other party unless such party knows or has reason to believe that such information is inaccurate.

 

It is understood and agreed that a copy of this Agreement shall be attached as an exhibit to the statement on Schedule 13G, and any amendments hereto, filed on behalf of each of the parties hereto.

 

Date: February 10, 2022	Austin McChord Non-Exempt Irrevocable Family Trust
	By:	J.P. Morgan Trust Company of Delaware, Trustee
	By:	/s/ Morgan T. Smith
	Name:	Morgan T. Smith
	Title:	Associate
Date: February 10, 2022	Austin McChord GST-Exempt Irrevocable Family Trust
	By:	J.P. Morgan Trust Company of Delaware, Trustee
	By:	/s/ Morgan T. Smith
	Name:	Morgan T. Smith
	Title:	Associate
Date: February 10, 2022		Ian McChord 2021 Trust
	By:	/s/ Holt McChord
	Name:	Holt McChord
	Title:	Title
Date: February 10, 2022		Kendall Horch 2021 Trust
	By:	/s/ Holt McChord
	Name:	Holt McChord
	Title:	Trustee
Date: February 10, 2022		Shelby McChord 2021 Trust
	By:	/s/ Holt McChord
	Name:	Holt McChord
	Title:	Trustee

 

 

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