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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No     )*

 

 

Certara, Inc.

(Name of Issuer)

 

Common Stock, par value $0.01 per share

(Titles of Class of Securities)

 

15687V109

(CUSIP Number)

 

December 31, 2020

(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)

 

x Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out of 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 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, as amended (the “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).

 

 

 

 

 

Schedule 13G

 

CUSIP No. 15687V109 Page 2 of 11

 

1  

NAME OF REPORTING PERSON

 

EQT Avatar Parent L.P.

2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(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

 

74,898,012

6  

SHARED VOTING POWER

 

0

7  

SOLE DISPOSITIVE POWER

 

74,898,012

8  

SHARED DISPOSITIVE POWER

 

0

9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

74,898,012

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ¨

 

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

49.0%

12  

TYPE OF REPORTING PERSON

 

PN

 

 

 

 

Schedule 13G

 

CUSIP No. 15687V109 Page 3 of 11

 

1  

NAME OF REPORTING PERSON

 

EQT Avatar Parent GP LLC

2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(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

 

74,898,012

6  

SHARED VOTING POWER

 

0

7  

SOLE DISPOSITIVE POWER

 

74,898,012

8  

SHARED DISPOSITIVE POWER

 

0

9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

74,898,012

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ☐

 

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

49.0%

12  

TYPE OF REPORTING PERSON

 

OO

 

 

 

 

Schedule 13G

 

CUSIP No. 15687V109 Page 4 of 11

 

 

1  

NAME OF REPORTING PERSON

 

EQT Fund Management S.à r.l.

2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨      (b) ¨

 

3  

SEC USE ONLY

 

 

4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Luxembourg

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

 5  

SOLE VOTING POWER

 

74,898,012

6  

SHARED VOTING POWER

 

0

7  

SOLE DISPOSITIVE POWER

 

74,898,012

8  

SHARED DISPOSITIVE POWER

 

0

9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

74,898,012

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ☐

 

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

49.0%

12  

TYPE OF REPORTING PERSON

 

OO

 

 

 

 

Schedule 13G

 

CUSIP No. 15687V109 Page 5 of 11

 

Item 1(a).   Name of Issuer:

 

Certara, Inc.

 

Item 1(b).   Address of Issuer’s Principal Executive Offices:

 

100 Overlook Center, Suite 101

Princeton, New Jersey 08540

 

Item 2(a).   Name of Person Filing:

 

This Schedule 13G is being filed jointly by EQT Avatar Parent L.P. (the “EQT Investor”), EQT Avatar Parent GP LLC (“Avatar Parent GP”), and EQT Fund Management S.à r.l. (“EFMS”) (each a “Reporting Person” and, together, the “Reporting Persons”), pursuant to an agreement of joint filing, a copy of which is attached hereto as Exhibit 1.

 

Avatar Parent GP is the general partner of the EQT Investor. Several investment vehicles collectively make up the fund known as “EQT VII.” EQT VII owns 100% of the membership interests in Avatar Parent GP. EFMS has exclusive responsibility for the management and control of the business and affairs of investment vehicles which constitute the majority of the total commitments to EQT VII. As such, EFMS has the power to control Avatar Parent GP's voting and investment decisions and may be deemed to have beneficial ownership of the securities held by the EQT Investor. EFMS is managed by a five-member board of directors.

 

Each of Avatar Parent GP and EFMS may be deemed to beneficially own the shares of Common Stock (as defined below) beneficially owned by the EQT Investor, but neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that any Reporting Person (other than the EQT Investor) is the beneficial owner of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Act”), or for any other purpose and each of Avatar Parent GP and EFMS expressly disclaim beneficial ownership of such shares. The filing of this statement should not be construed to be an admission that any of the Reporting Persons are members of a “group” for the purposes of Sections 13(d) and 13(g) of the Act.

 

Item 2(b).   Address of Principal Business Office or, if none, Residence:

 

The address of the principal business office of the EQT Investor and Avatar Parent GP is:

 

c/o EQT Partners

1114 Avenue of the Americas, 45th Floor

New York, NY 10036

 

The address of the principal business office of EFMS is:

 

26A, Boulevard Royal,

L-2449 Luxembourg, Grand Duchy of Luxembourg

 

Item 2(c). Citizenship:

 

See response to Item 4 of each of the cover pages and Item 2(a) above.

 

Item 2(d).   Titles of Classes of Securities:

 

Common stock, par value $0.01 per share (“Common Stock”).

 

Item 2(e).   CUSIP Number:

 

15687V109

 

 

 

 

Schedule 13G

 

CUSIP No. 15687V109 Page 6 of 11

 

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(n):

 

Not applicable.

 

Item 4.Ownership

 

  (a) Amount Beneficially Owned:

 

The information contained in rows 5, 6, 7, 8, 9, 10, and 11 on each of the cover pages of this Schedule 13G and the information set forth or incorporated in Item 2(a) is incorporated by reference in its entirety into this Item 4.

 

The Reporting Persons may be deemed to beneficially own an aggregate of 74,898,012 shares of the Issuer’s Common Stock, which constitutes approximately 49.0% of the total outstanding Common Stock of the Issuer, based upon an aggregate of 152,979,479 shares of Common Stock outstanding as disclosed in the Issuer’s prospectus filed pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended, with the Securities and Exchange Commission on December 14, 2020.

 

  (b) Percent of Class:

 

See responses to Item 11 on each cover page and Items 2(a) and 4(a) above.

 

  (c) Number of shares as to which such person has:

 

  (i) Sole power to vote or to direct the vote:

 

See responses to Item 5 on each cover page and Items 2(a) and 4(a) above.

 

  (ii) Shared power to vote or to direct the vote:

 

See responses to Item 6 on each cover page and Items 2(a) and 4(a) above.

 

  (iii) Sole power to dispose or to direct the disposition of:

 

See responses to Item 7 on each cover page and Items 2(a) and 4(a) above.

 

  (iv) Shared power to dispose or to direct the disposition of:

 

See responses to Item 8 on each cover page and Items 2(a) and 4(a) above.

 

Item 5. Ownership of Five 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 five percent of the class of securities, check the following ¨.

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

 

The several investment vehicles that collectively constitute the EQT VII fund may be deemed to have the indirect right to receive or the indirect power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock held by the EQT Investor by virtue of their ownership of Avatar Parent GP’s membership interests. Of these vehicles, each of EQT VII (No. 1) Limited Partnership and EQT VII (No. 2) Limited Partnership may be deemed to have the indirect right to receive or the indirect power to direct the receipt of dividends from, or the proceeds from the sale of, 5.0% or more of the Issuer’s outstanding Common Stock.

 

 

 

 

Schedule 13G

 

CUSIP No. 15687V109 Page 7 of 11

 

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.

 

Not applicable.

 

 

 

 

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 16, 2021

 

  EQT Avatar Parent L.P.
  By: EQT Avatar Parent GP LLC, its general partner
   
  By: /s/ Joshua Stone
    Name: Joshua Stone
    Title:   President
     
  By: /s/ Adam Larsson
    Name: Adam Larsson
    Title:   Vice President
   
  EQT Avatar Parent GP LLC
   
  By: /s/ Joshua Stone
    Name: Joshua Stone
    Title:   President
     
  By: /s/ Adam Larsson
    Name: Adam Larsson
    Title:   Vice President
   
  EQT Fund Management S.à r.l.
   
  By: /s/ Joshua Stone
    Name: Joshua Stone
    Title:   Manager
   
  By:  /s/ Adam Larsson
    Name: Adam Larsson
    Title:   Manager

 

 

 

 

Exhibit Index

 

Exhibit 1   Agreement of Joint Filing as required by Rule 13d-1(k)(1) under the Act.

 

 

 

Exhibit 1

AGREEMENT OF JOINT FILING

 

This joint filing agreement (this “Agreement”) is made and entered into as of this 16th day of February 2021, by and among EQT Avatar Parent L.P., EQT Avatar Parent GP LLC, and EQT Fund Management S.à r.l.

 

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 Exchange Act of 1934, as amended (the “Exchange Act”). Each party to this Agreement further agrees and covenants to the other parties that it will fully cooperate with such other parties in the preparation and timely filing (and other delivery) of all such Filings.

 

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.

 

Dated: February 16, 2021

 

  EQT Avatar Parent L.P.
  By: EQT Avatar Parent GP LLC, its general partner
     
  By:  /s/ Joshua Stone
    Name: Joshua Stone
    Title:   President
     
  By: /s/ Adam Larsson
    Name: Adam Larsson
    Title:   Vice President
     
  EQT Avatar Parent GP LLC
     
  By:  /s/ Joshua Stone
    Name: Joshua Stone
    Title:   President
     
  By: /s/ Adam Larsson
    Name: Adam Larsson
    Title:   Vice President

 

 

 

 

 

EQT Fund Management S.à r.l.

     
  By:  /s/ Joshua Stone
    Name: Joshua Stone
   

Title:   Manager

     
  By:  /s/ Adam Larsson
    Name: Adam Larsson
   

Title:   Manager