| CUSIP No. 71531R109 | SCHEDULE 13G/A | Page 5 of 13 Pages |
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| 1 | NAME OF REPORTING PERSONS GI Holdco 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 Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 |
| 6 | SHARED VOTING POWER 22,329,700 |
| 7 | SOLE DISPOSITIVE POWER 0 |
| 8 | SHARED DISPOSITIVE POWER 22,329,700 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,329,700 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11.16% |
| 12 | TYPE OF REPORTING PERSON HC |
| CUSIP No. 71531R109 | SCHEDULE 13G/A | Page 6 of 13 Pages |
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| 1 | NAME OF REPORTING PERSONS Guggenheim Partners Investment Management Holdings, 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 Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 |
| 6 | SHARED VOTING POWER 22,329,700 |
| 7 | SOLE DISPOSITIVE POWER 0 |
| 8 | SHARED DISPOSITIVE POWER 22,329,700 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,329,700 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11.16% |
| 12 | TYPE OF REPORTING PERSON HC |
| CUSIP No. 71531R109 | SCHEDULE 13G/A | Page 7 of 13 Pages |
| | | | | |
| 1 | NAME OF REPORTING PERSONS Guggenheim Partners Investment Management, 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 Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 |
| 6 | SHARED VOTING POWER 21,630,220 |
| 7 | SOLE DISPOSITIVE POWER 0 |
| 8 | SHARED DISPOSITIVE POWER 21,630,220 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 21,630,220 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.82% |
| 12 | TYPE OF REPORTING PERSON IA |
| CUSIP No. 71531R109 | SCHEDULE 13G/A | Page 8 of 13 Pages |
| Item 1. | | (a) Name of Issuer: |
Pershing Square Tontine Holdings, Ltd.
| | (b) Address of Issuer’s Principal Executive Offices: |
787 Eleventh Avenue, Ninth Floor, New York, New York 10019
| Item 2. | | (a) Name of Person Filing: |
This statement is jointly filed by Guggenheim Capital, LLC, Guggenheim Partners, LLC, GI Holdco II LLC, GI Holdco LLC, Guggenheim Partners Investment Management Holdings, LLC, and Guggenheim Partners Investment Management, LLC (“GPIM”). This statement relates to the shares of Class A common stock, par value $0.0001 per share of the Issuer (the “Shares”), underlying units of the Issuer (the “Units”) each consisting of one Share and one-ninth of one redeemable warrant (the “Warrants”), beneficially owned directly by GPIM, a Delaware limited liability company, and other subsidiaries of Guggenheim Capital, LLC (the “Subsidiaries”). Guggenheim Capital, LLC is the majority owner of Guggenheim Partners, LLC, GI Holdco II LLC, GI Holdco LLC, Guggenheim Partners Investment Management Holdings, LLC and GPIM. GPIM is a registered investment adviser under Section 203 of the Investment Advisers Act of 1940. As a result of its role as investment adviser, GPIM may be deemed to be the beneficial owner of certain of the Shares of the Issuer reported herein for purposes of §13(d) and 13(g) of the Securities Exchange Act of 1934.
| | (b) Address of Principal Business Office, or, if none, Residence: |
Guggenheim Capital, LLC: 227 West Monroe Street, Chicago, IL 60606
Guggenheim Partners, LLC: 227 West Monroe Street, Chicago, IL 60606
GI Holdco II LLC: 330 Madison Avenue, New York, NY 10017
GI Holdco LLC: 330 Madison Avenue, New York, NY 10017
Guggenheim Partners Investment Management Holdings, LLC: 330 Madison Avenue, New York, NY 10017
Guggenheim Partners Investment Management, LLC: 100 Wilshire Boulevard, 5th Floor, Santa Monica, CA 90401
Guggenheim Capital, LLC is a Delaware limited liability company.
Guggenheim Partners, LLC is a Delaware limited liability company.
GI Holdco II LLC is a Delaware limited liability company.
GI Holdco LLC is a Delaware limited liability company.
Guggenheim Partners Investment Management Holdings, LLC is a Delaware limited liability company.
Guggenheim Partners Investment Management, LLC is a Delaware limited liability company.
| | | (d) Title of Class of Securities: |
Class A Common Stock, par value $0.0001 per share
71531R109
| CUSIP No. 71531R109 | SCHEDULE 13G/A | Page 9 of 13 Pages |
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Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| | (a) | o | 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) | x | 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) | x | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). |
| |
| | (h) | ¨ | A savings associations 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) | ¨ | A 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: |
| | | | |
| CUSIP No. 71531R109 | SCHEDULE 13G/A | Page 10 of 13 Pages |
Item 4. Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
As of December 31, 2021, Guggenheim Capital, LLC may be deemed the beneficial owner of 22,329,700 Shares, which amount includes 21,630,220 Shares directly beneficially owned by GPIM, and indirectly by Guggenheim Partners Investment Management Holdings, LLC, GI Holdco LLC, GI Holdco II, LLC and Guggenheim Partners, LLC and 699,480 Shares held by the Subsidiaries. GPIM shares investment discretion over 1,586,010 Shares with Subsidiaries. This amount excludes the Warrants to purchase Shares, because the Reporting Persons do not have the right to acquire the Shares underlying the Warrants within 60 days.
(b) Percent of class:
Each of Guggenheim Capital, LLC, Guggenheim Partners, LLC, GI Holdco II LLC, GI Holdco LLC and Guggenheim Partners Investment Management Holdings, LLC may be deemed to beneficially own approximately 11.16% of the outstanding Shares and GPIM may be deemed to beneficially own approximately 10.82% of the outstanding Shares. GPIM and Subsidiaries share investment discretion over 0.79% of the outstanding Shares.
(c) Number of shares as to which the person has:
Guggenheim Capital, LLC, Guggenheim Partners, LLC, GI Holdco II LLC, GI Holdco LLC, Guggenheim Partners Investment Management Holdings, LLC
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 22,329,700
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 22,329,700
GPIM
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 21,630,220
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 21,630,220
| CUSIP No. 71531R109 | SCHEDULE 13G/A | Page 11 of 13 Pages |
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 5 percent of the class of securities, check the following o.
Item 6. Ownership of More Than Five Percent on Behalf of Another Person
See disclosure in Item 2 hereof.
Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
See disclosure in Item 2 hereof.
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 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.
| CUSIP No. 71531R109 | SCHEDULE 13G/A | Page 12 of 13 Pages |
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 14, 2022
| | Guggenheim Capital, LLC |
|
| | | | |
| | By: | /s/ Robert A. Saperstein |
| | | Name: | Robert A. Saperstein |
| | | Title: | Authorized Signatory |
| | Guggenheim Partners, LLC |
| | By: Guggenheim Capital, LLC, parent company |
| | | | |
| | By: | /s/ Robert A. Saperstein |
| | | Name: | Robert A. Saperstein |
| | | Title: | Authorized Signatory |
| | GI Holdco II LLC |
| | By: Guggenheim Capital, LLC, parent company |
| | | | |
| | By: | /s/ Robert A. Saperstein |
| | | Name: | Robert A. Saperstein |
| | | Title: | Authorized Signatory |
| | GI Holdco LLC |
| | By: Guggenheim Capital, LLC, parent company |
| | | | |
| | By: | /s/ Robert A. Saperstein |
| | | Name: | Robert A. Saperstein |
| | | Title: | Authorized Signatory |
