Despegar.com, Corp.
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(Name of Issuer)
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Ordinary shares, no par value
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(Title of Class of Securities)
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G27358103
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(CUSIP Number)
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December 31, 2017
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(Date of Event Which Requires Filing of this Statement)
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Expedia, Inc.
91-1996083
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Washington
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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9,590,623 (1)
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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9,590,623 (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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9,590,623 (1)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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13.9% (2)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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(1) |
The ordinary shares are held of record by Expedia, Inc., a Washington corporation.
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(2) |
The ownership percentage is calculated based on 69,097,610 ordinary shares of the Issuer outstanding immediately following its initial public offering and the exercise of the underwriters' over-allotment option in full as reported by the Issuer in its Registration Statement on Form F-1.
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Expedia, Inc.
20-2705720
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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9,590,623 (3)
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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9,590,623 (3)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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9,590,623 (3)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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13.9% (4)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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(3) |
The ordinary shares are held of record by Expedia, Inc., a Washington corporation, which is a direct wholly owned subsidiary of Expedia, Inc., a Delaware corporation.
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(4) |
The ownership percentage is calculated based on 69,097,610 ordinary shares of the Issuer outstanding immediately following its initial public offering and the exercise of the underwriters' over-allotment option in full as reported by the Issuer in its Registration Statement on Form F-1.
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Item 1(a). |
Name of Issuer:
Despegar.com, Corp. (the "Issuer").
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Item 1(b). |
Address of Issuer's Principal Executive Offices:
The principal executive offices of the Issuer are located at Juana Manso 999, Ciudad Autónoma de Buenos Aires, Argentina C1107CBR.
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Item 2(a). |
Name of Person Filing:
This Schedule 13G is filed on behalf of Expedia, Inc., a Washington corporation ("Expedia (Washington)") and Expedia, Inc., a Delaware corporation ("Expedia") (each, a "Reporting Person" and together, the "Reporting Persons").
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Item 2(b). |
Address of Principal Business Office or, if none, Residence:
Expedia and Expedia (Washington)
333 108th Avenue NE, Bellevue, WA 98004 |
Item 2(c). |
Citizenship:
Expedia is organized under the laws of the state of Delaware. Expedia (Washington) is organized under the laws of the state of Washington.
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Item 2(d). |
Title of Class of Securities:
Ordinary shares
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Item 2(e). | CUSIP Number: G27358103 |
Item 3. | If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or |
(a)
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☒ Not Applicable
☐ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
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(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) | ☐ Investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E); |
(f) | ☐ Employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F); |
(g) | ☐ Parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G); |
(h) | ☐ Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
(i) | ☐ 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 Section 240.13d-1(b)(1)(ii)(J); |
(k) | ☐ Group, in accordance with Section 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____________________________ . |
Item 4. | Ownership. |
(a) |
Amount beneficially owned:
See the Cover Page for each of the Reporting Persons.
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(b) |
Percent of class:
See Item 11 of the Cover Page of each of the Reporting Persons, which is based upon Item 9 of the Cover Page of each of the Reporting Persons.
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(c) | Number of shares as to which the person has: |
(i) |
Sole power to vote or to direct the vote:
See Item 5 of the Cover Page of each of the Reporting Persons.
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(ii) |
Shared power to vote or to direct the vote:
See Item 6 of the Cover Page of each of the Reporting Persons.
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(iii) |
Sole power to dispose or to direct the disposition of:
See Item 7 of the Cover Page of each of the Reporting Persons.
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(iv) |
Shared power to dispose or to direct the disposition of:
See Item 8 of the Cover Page of each of the Reporting Persons.
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Item 5. | Ownership of Five Percent or Less of a Class. |
Item 6. |
Ownership of More Than Five Percent on Behalf of Another Person.
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
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Item 8. | Identification and Classification of Members of the Group. |
Item 9. | Notice of Dissolution of Group. |
Item 10.
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Certification.
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Dated: February 14, 2018 |
EXPEDIA, INC.
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By:
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/s/ Robert J. Dzielak
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Name: Robert J. Dzielak
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Title: Executive Vice President, General Counsel and Secretary
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EXPEDIA, INC. (WASHINGTON)
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By:
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/s/ Robert J. Dzielak
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Name: Robert J. Dzielak
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Title: Executive Vice President, General Counsel and Secretary
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