UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
| Certara, Inc. |
| (Name of Issuer) |
|
Common Stock, $0.01 Par Value Per Share |
| (Title of Class of Securities) |
|
15687V109 |
| (CUSIP Number) |
|
July 27, 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:
o Rule 13d-1(b)
x Rule 13d-1(c)
o 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. 15687V109 | SCHEDULE 13G | Page 2 of 8 Pages |
| 1 |
NAME OF REPORTING PERSONS
Mubadala Investment Company PJSC | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o | |||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
The Emirate of Abu Dhabi, United Arab Emirates | |||
| 5 | SOLE VOTING POWER | |||
|
NUMBER OF SHARES |
Not applicable | |||
| 6 | SHARED VOTING POWER | |||
|
BENEFICIALLY OWNED BY |
9,615,384 | |||
|
EACH REPORTING |
7 | SOLE DISPOSITIVE POWER | ||
|
PERSON WITH |
Not applicable | |||
| 8 | SHARED DISPOSITIVE POWER | |||
| 9,615,384 | ||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,615,384 | |||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | o | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.29% (1) | |||
|
12 |
TYPE OF REPORTING PERSON
CO | |||
(1) This percentage is calculated based upon 152,979,479 shares of Common Stock outstanding as of May 3, 2021 as set forth in the Issuer’s Quarterly Report on Form 10-Q, as filed with the Commission on May 7, 2021.
| CUSIP No. 15687V109 | SCHEDULE 13G | Page 3 of 8 Pages |
| 1 |
NAME OF REPORTING PERSONS
Mamoura Diversified Global Holding PJSC | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o | |||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
The Emirate of Abu Dhabi, United Arab Emirates | |||
| 5 | SOLE VOTING POWER | |||
|
NUMBER OF SHARES |
Not applicable | |||
| 6 | SHARED VOTING POWER | |||
|
BENEFICIALLY OWNED BY |
9,615,384 | |||
|
EACH REPORTING |
7 | SOLE DISPOSITIVE POWER | ||
|
PERSON WITH |
Not applicable | |||
| 8 | SHARED DISPOSITIVE POWER | |||
| 9,615,384 | ||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,615,384 | |||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | o | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.29%(1) | |||
| 12 |
TYPE OF REPORTING PERSON
CO | |||
(1) This percentage is calculated based upon 152,979,479 shares of Common Stock outstanding as of May 3, 2021 as set forth in the Issuer’s Quarterly Report on Form 10-Q, as filed with the Commission on May 7, 2021.
| CUSIP No. 15687V109 | SCHEDULE 13G | Page 4 of 8 Pages |
| 1 |
NAME OF REPORTING PERSONS
Fifteenth Investment Company LLC | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o | |||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
The Emirate of Abu Dhabi, United Arab Emirates | |||
| 5 | SOLE VOTING POWER | |||
|
NUMBER OF SHARES |
Not applicable | |||
| 6 | SHARED VOTING POWER | |||
|
BENEFICIALLY OWNED BY |
9,615,384 | |||
|
EACH REPORTING |
7 | SOLE DISPOSITIVE POWER | ||
|
PERSON WITH |
Not applicable | |||
| 8 | SHARED DISPOSITIVE POWER | |||
| 9,615,384 | ||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,615,384 | |||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | o | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.29%(1) | |||
| 12 |
TYPE OF REPORTING PERSON
OO | |||
(1) This percentage is calculated based upon 152,979,479 shares of Common Stock outstanding as of May 3, 2021 as set forth in the Issuer’s Quarterly Report on Form 10-Q, as filed with the Commission on May 7, 2021.
| CUSIP No. 15687V109 | SCHEDULE 13G | Page 5 of 8 Pages |
| Item 1. |
(a) Name of Issuer: |
Certara, Inc.
| (b) Address of Issuer’s Principal Executive Offices: |
100 Overlook Center, Suite 101
Princeton, New Jersey 08540
| Item 2. |
(a) Name of Person Filing: |
| (i) | Mubadala Investment Company PJSC |
| (ii) | Mamoura Diversified Global Holding PJSC |
| (iii) | Fifteenth Investment Company LLC |
| (b) Address of Principal Business Office: |
| (i) | Mamoura A Buildings Abu Dhabi, 45005 United Arab Emirates |
| (ii) | Mamoura A Buildings Abu Dhabi, 45005 United Arab Emirates |
| (iii) | Mamoura A Buildings Abu Dhabi, 45005 United Arab Emirates |
| (c) Citizenship: |
Please refer to Item 4 on each cover page for each Reporting Person.
| (d) Title of Class of Securities: |
Common Stock, Par Value $0.01 Per Share
| (e) CUSIP No.: |
15687V109
|
Item 3.
Not applicable |
Item 4. Ownership:
Information with respect to each Reporting Person is incorporated by reference to items (5) - (9) and (11) of the cover page for each Reporting Person.
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.
Not applicable
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. 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 of 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.
| CUSIP No. 15687V109 | SCHEDULE 13G | Page 7 of 8 Pages |
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.
Dated: August 2, 2021
| Mubadala Investment Company PJSC | |||
| By: | /s/ Andre Namphy | ||
| Name: | Andre Namphy | ||
| Title: | Authorized Signatory | ||
| Mamoura Diversified Global Holding PJSC | |||
| By: | /s/ Andre Namphy | ||
| Name: | Andre Namphy | ||
| Title: | Authorized Signatory | ||
| Fifteenth Investment Company LLC | |||
| By: | /s/ Andre Namphy | ||
| Name: | Andre Namphy | ||
| Title: | Authorized Signatory | ||
| CUSIP No. 15687V109 | SCHEDULE 13G | Page 8 of 8 Pages |
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the Statement on this Schedule 13G dated July 27, 2021 (the “Schedule 13G”), with respect to the Common Stock, par value $0.01 per share, of Certara, Inc. is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that this Agreement shall be included as an Exhibit to this Schedule 13G. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13G, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of August 2, 2021.
| Mubadala Investment Company PJSC | |||
| By: | /s/ Andre Namphy | ||
| Name: | Andre Namphy | ||
| Title: | Authorized Signatory | ||
| Mamoura Diversified Global Holding PJSC | |||
| By: | /s/ Andre Namphy | ||
| Name: | Andre Namphy | ||
| Title: | Authorized Signatory | ||
| Fifteenth Investment Company LLC | |||
| By: | /s/ Andre Namphy | ||
| Name: | Andre Namphy | ||
| Title: | Authorized Signatory | ||