Check appropriate box to designate the rule pursuant to which this Schedule is filed:
* The remainder of this cover page shall be filled out for a reporting persons 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.
** This CUSIP number
applies to the American Depositary Shares, each representing one ordinary share, par value $0.000025 per share. No CUSIP has been assigned to the ordinary shares.
The information required on 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).
Page 1 of 12 Pages
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CUSIP No. 01609W102
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13G
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Page 2 of 12 pages
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1
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NAME OF REPORTING PERSON S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SoftBank Group
Corp.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☒
Please see
response to Item 8
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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
Japan
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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
635,218,577
(1)
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6
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SHARED VOTING
POWER
116,578,459
(1)(2)
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7
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SOLE DISPOSITIVE
POWER
635,218,577
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8
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SHARED DISPOSITIVE POWER
116,578,459
(2)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
751,797,036
(1)
(2)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
29.9%
(1)(2)(3)
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12
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TYPE OF REPORTING PERSON
CO
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1
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This figure does not take into account the Voting Agreement described in Item 8.
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2
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This figure includes (a) 15,000,000 ordinary shares owned by SBBM Corporation, a 100% direct subsidiary of SoftBank Group Corp., (b) 15,514,459 ordinary shares owned by SB HP Holdco, a 100% indirect subsidiary
of SoftBank Group Corp, and (c) 86,064,000 ordinary shares owned by West Raptor Holdings, LLC, a 100% indirect subsidiary of SoftBank Group Corp.
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3
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Percentage of class is based on 2,513,354,233 shares outstanding as of December 31, 2016.
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CUSIP No. 01609W102
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13G
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Page 3 of 12 pages
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1
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NAME OF REPORTING PERSON S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SBBM
Corporation
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☒
Please see
response to Item 8
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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
Japan
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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
0
(1)
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6
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SHARED VOTING
POWER
15,000,000
(1)
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7
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SOLE DISPOSITIVE
POWER
0
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8
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SHARED DISPOSITIVE POWER
15,000,000
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
15,000,000
(1)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.6%
(1)(2)
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12
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TYPE OF REPORTING PERSON
CO
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1
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This figure does not take into account the Voting Agreement described in Item 8.
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2
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Percentage of class is based on 2,513,354,233 shares outstanding as of December 31, 2016.
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CUSIP No. 01609W102
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13G
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Page 4 of 12 pages
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1
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NAME OF REPORTING PERSON S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SB HP
Holdco
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☒
Please see
response to Item 8
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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
Cayman
Islands
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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
0
(1)
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6
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SHARED VOTING
POWER
15,514,459
(1)
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7
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SOLE DISPOSITIVE
POWER
0
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8
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SHARED DISPOSITIVE POWER
15,514,459
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
15,514,459
(1)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.6%
(1)(2)
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12
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TYPE OF REPORTING PERSON
CO
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1
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This figure does not take into account the Voting Agreement described in Item 8.
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2
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Percentage of class is based on 2,513,354,233 shares outstanding as of December 31, 2016.
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CUSIP No. 01609W102
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13G
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Page 5 of 12 pages
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1
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NAME OF REPORTING PERSON S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
West Raptor
Holdings, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☒
Please see
response to Item 8
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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
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
0
(
1
)
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6
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SHARED VOTING
POWER
86,064,000
(1)
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7
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SOLE DISPOSITIVE
POWER
0
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8
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SHARED DISPOSITIVE POWER
86,064,000
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
86,064,000
(1)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.4%
(1)(
2
)
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12
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TYPE OF REPORTING PERSON
CO
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1
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This figure does not take into account the Voting Agreement described in Item 8.
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2
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Percentage of class is based on 2,513,354,233 shares outstanding as of December 31, 2016.
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CUSIP No. 01609W102
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13G
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Page 6 of 12 pages
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(a) Name of Issuer:
Alibaba Group Holding Limited
(b) Address of Issuers Principal Executive Offices:
c/o Alibaba Group Services Limited, 26/F Tower One, Times Square, 1 Matheson
Street, Causeway Bay, Hong Kong
(a) Name of Person Filing:
This Schedule 13G is being filed jointly by SoftBank Group Corp., SBBM
Corporation, SB HP Holdco, and West Raptor Holdings, LLC (collectively, the
Reporting Persons
). The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 99.1.
Pursuant to the Joint Filing Agreement, the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule
13d-1(k)(1)
under the Act.
(b) Address of Principal Business Office:
The address of the principal business office of SoftBank Group Corp. and of
SBBM Corporation is
1-9-1
Higashi-shimbashi, Minato-ku, Tokyo
105-7303,
Japan. The address of the principal business office of SB
HP Holdco is PO Box 1350, Clifton House, 75 Fort Street, Grand Cayman
KY1-1108,
Cayman Islands. The address of the principal business office of West Raptor Holdings, LLC is 1 Circle Star Way, San Carlos, CA
94070.
(c) Citizenship:
See Row 4 of cover page for each Reporting Person.
(d) Title of Class of Securities:
Ordinary shares, par value US$0.000025 per share, of the Issuer.
(e) CUSIP Number:
01609W102
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CUSIP No. 01609W102
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13G
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Page 7 of 12 pages
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Item 3. Not applicable.
Item 4. Ownership
The following information with respect to the ownership of the Common Stock
of the Issuer by the person filing this statement is provided as of December 31, 2016:
(a) Amount Beneficially Owned:
See Row 9 of cover page for each Reporting Person.
(b) Percent of Class:
See Row 11 of cover page for each Reporting Person.
(c) Number of shares as to which such person has:
(i) sole power to vote or to
direct the vote:
See Row 5 of cover page for each Reporting Person.
(ii) shared power to vote or
to direct the vote:
See Row 6 of cover page for each Reporting Person.
See also response to Item 8 below.
(iii) sole power to dispose
or to direct the disposition of:
See Row 7 of cover page for each
Reporting Person.
(iv) shared power to dispose
or to direct the disposition of:
See Row 8 of cover page for each
Reporting Person.
Item 5. Not applicable.
Item 6. Not applicable.
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CUSIP No. 01609W102
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13G
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Page 8 of 12 pages
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
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See Exhibit 99.2.
Item 8. Identification and Classification of Members of the Group
Pursuant to a Voting Agreement entered into on September 18, 2014 by and among
the Issuer, Yahoo! Inc., SoftBank Group Corp. (formerly known as SoftBank Corp.), Jack Ma Yun, Joseph C. Tsai and certain other shareholders of the Issuer named on Schedule A thereto (the
Voting Agreement
), the parties thereto
have agreed to, among others, (i) certain voting arrangements in favor of director nominees of Lakeside Partners LP (a partnership comprised of members of management of Issuer, Issuer affiliates and/or certain companies with which Issuer has a
significant relationship) and SoftBank Group Corp. and (ii) a proxy grant by the Reporting Persons to Jack Ma Yun and Joseph C. Tsai of the voting power of any portion of the Reporting Persons shareholdings exceeding 30% of the
Issuers issued and outstanding ordinary shares, each in accordance with the terms and conditions of the Voting Agreement.
A copy of the Voting Agreement has been filed by the Issuer with the Securities and
Exchange Commission as Exhibit 4.13 to the Issuers amended registration statement on Form
F-1
filed on September 5, 2014.
The Reporting Persons may be deemed to be members of a group under
Section 13(d) of the Act with respect to the ordinary shares of the Issuer beneficially owned by the Reporting Persons and the other parties to the Voting Agreement. Assuming such a group is deemed to exist, the members of the group are as follows:
(1) Yahoo! Inc. and Altaba Holdings Hong Kong Limited; (2) SoftBank Group Corp., SBBM Corporation, SB HP Holdco and West Raptor Holdings, LLC; and (3) Jack Yun Ma, Joseph C. Tsai, Clara Wu Ming-Hua, APN Ltd., Jack Ma Philanthropic
Foundation, JC Properties Limited, Joe and Clara Tsai Foundation Limited, JSP Investment Limited, MFG Limited, MFG II Ltd, Parufam Limited, PMH Holding Limited, Ying Capital Limited and Yun Capital Limited.
Item 9. Not applicable.
Item 10. Not applicable.
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CUSIP No. 01609W102
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13G
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Page 9 of 12 pages
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SIGNATURE
After
reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Date: February 14, 2017
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SOFTBANK GROUP CORP.
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By:
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/s/ Yoshimitsu Goto
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Name:
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Yoshimitsu Goto
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Title:
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Executive Corporate Officer
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SBBM CORPORATION
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By:
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/s/ Ippei MIMURA
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Name:
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Ippei MIMURA
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Title:
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Director
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SB HP HOLDCO
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By:
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/s/ Jonathan Bullock
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Name:
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Jonathan Bullock
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Title:
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Director
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WEST RAPTOR HOLDINGS, LLC
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By:
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/s/ Jonathan Bullock
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Name:
|
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Jonathan Bullock
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Title:
|
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Director
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CUSIP No. 01609W102
|
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13G
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Page 10 of 12 pages
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EXHIBIT INDEX
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Exhibit
|
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Found on Sequentially
Numbered Page
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Exhibit 99.1 Joint Filing Agreement
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11
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Exhibit 99.2 Item 7 Information
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12
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