Amended Statement of Ownership (sc 13g/a)
03 February 2023 - 10:20PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
Sony
Group Corporation |
(Name of Issuer) |
|
Common Stock |
(Title of Class of Securities) |
|
835699307 |
(CUSIP Number) |
|
December 31, 2022 |
(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.
835699307 |
13G/A |
|
1. |
NAMES
OF REPORTING PERSONS
Sumitomo Mitsui Trust Holdings, Inc. |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
|
|
(b) ☐ |
3. |
SEC
USE ONLY
|
4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Japan |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5. |
SOLE
VOTING POWER
0
|
6. |
SHARED
VOTING POWER
76,070,524
|
7. |
SOLE
DISPOSITIVE POWER
0
|
8. |
SHARED
DISPOSITIVE POWER
84,505,724
|
9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
84,505,724
|
10. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ |
|
11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.7% |
12. |
TYPE
OF REPORTING PERSON (see instructions)
HC, FI |
| Item 1(a). | Name of Issuer: |
Sony Group Corporation
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
1-7-1 Konan Minato-ku, Tokyo, 108-0075 Japan
| Item 2(a). | Name of Person Filing: |
Sumitomo Mitsui Trust Holdings, Inc.
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
1-4-1 Marunouchi, Chiyoda-ku, Tokyo 100-8233,
Japan
Japan
| Item 2(d). | Title of Class of Securities: |
Common Stock
835699307
| 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: |
(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 association 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: Parent Holding Company
Provide the following information regarding the
aggregate number and percentage of the class of securities of issuer identified in Item 1.
(a) |
|
Amount beneficially owned: 84,505,724 |
|
|
|
(b) |
|
Percent of class: 6.7% |
|
|
|
(c) |
|
Number of shares as to which such person has: |
|
|
|
(i) |
|
Sole power to vote or to direct the vote: 0 |
|
|
|
(ii) |
|
Shared power to vote or to direct the vote: 76,070,524 |
|
|
|
(iii) |
|
Sole power to dispose or to direct the disposition of: 0 |
|
|
|
(iv) |
|
Shared power to dispose or to direct the disposition of: 84,505,724 |
| 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. |
See Exhibit A.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
By signing below I certify that, to the best
of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.
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.
Date: February 3, 2023
|
Sumitomo Mitsui Trust Holdings, Inc. |
|
(Company) |
|
|
|
/s/ Hideaki Takamiya |
|
(Signature)
Hideaki Takamiya
/ Senior Manager of Risk Management Dept |
|
(Name/Title) |
Exhibit A
Pursuant to the instructions in Item 7 of Schedule
13G, portions of the securities being reported on by Sumitomo Mitsui Trust Holdings, Inc. as a parent holding company are owned, or may
be deemed to be beneficially owned, by its subsidiaries: each of (a) Sumitomo Mitsui Trust Asset Management Co., Ltd. and (b) Nikko Asset
Management Co., Ltd. is classified as an investment adviser in accordance with §240.13d-1(b)(1)(ii)(E) and as a non-U.S. institution
in accordance with §240.13d-1(b)(1)(ii)(J).
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