SC 13G 1 v431284_sc13g.htm SC 13G

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13G

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND

(d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No. ______________)*

Shopify Inc.

(Name of Issuer)

Class A subordinate voting shares

(Title of Class of Securities)

82509L107

(CUSIP Number)

December 31, 2015

(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 disclosures provided in a prior cover page.

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 11 Pages

Exhibit Index Contained on Page 10

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1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only). FirstMark Capital I, L.P. (“FMC I”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
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 7,921,775 shares, except that (i) FirstMark Capital I GP, LLC (“FMC I GP”), the general partner of FMC I, may be deemed to have sole power to vote these shares and (ii) each of Richard Heitzmann (“RH”) and Amish Jani (“AJ”) is a manager of FMC I GP and may be deemed to have shared power to vote these shares.
		6	SHARED VOTING POWER See response to row 5.
		7	SOLE DISPOSITIVE POWER 7,921,775 shares, except that (i) FMC I GP, the general partner of FMC I, may be deemed to have sole power to dispose of these shares and (ii) each of RH and AJ is a manager of FMC I GP and may be deemed to have shared power to dispose of these shares.
		8	SHARED DISPOSITIVE POWER See response to row 7.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,921,775
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) 10.4%
12	TYPE OF REPORTING PERSON (See Instructions) PN

CUSIP NO. 82509L107

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1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only). FirstMark Capital I GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
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 7,921,775 shares, all of which are directly owned by FMC I. FMC I GP, the general partner of FMC I, may be deemed to have sole power to vote these shares, and each of RH and AJ is a manager of FMC I GP and may be deemed to have shared power to vote these shares.
		6	SHARED VOTING POWER See response to row 5.
		7	SOLE DISPOSITIVE POWER 7,921,775 shares, all of which are directly owned by FMC I. FMC I GP, the general partner of FMC I, may be deemed to have sole power to dispose of these shares, and each of RH and AJ is a manager of FMC I GP and may be deemed to have shared power to dispose of these shares.
		8	SHARED DISPOSITIVE POWER See response to row 7.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,921,775
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) 10.4%
12	TYPE OF REPORTING PERSON (See Instructions) OO

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1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only). Amish Jani
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0 shares
		6	SHARED VOTING POWER 7,921,775 shares, all of which are directly owned by FMC I. FMC I GP, the general partner of FMC I, may be deemed to have sole power to vote these shares, and each of RH and AJ is a manager of FMC I GP and may be deemed to have shared power to vote these shares.
		7	SOLE DISPOSITIVE POWER 0 shares
		8	SHARED DISPOSITIVE POWER 7,921,775 shares, all of which are directly owned by FMC I. FMC I GP, the general partner of FMC I, may be deemed to have sole power to dispose of these shares, and each of RH and AJ is a manager of FMC I GP and may be deemed to have shared power to dispose of these shares.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,921,775
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) 10.4%
12	TYPE OF REPORTING PERSON (See Instructions) IN

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1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only). Richard Heitzmann
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF		5	SOLE VOTING POWER 0 shares
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		6	SHARED VOTING POWER 7,921,775 shares, all of which are directly owned by FMC I. FMC I GP, the general partner of FMC I, may be deemed to have sole power to vote these shares, and each of RH and AJ is a manager of FMC I GP and may be deemed to have shared power to vote these shares.
		7	SOLE DISPOSITIVE POWER 0 shares
		8	SHARED DISPOSITIVE POWER 7,921,775 shares, all of which are directly owned by FMC I. FMC I GP, the general partner of FMC I, may be deemed to have sole power to dispose of these shares, and each of RH and AJ is a manager of FMC I GP and may be deemed to have shared power to dispose of these shares.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,921,775
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) 10.4%
12	TYPE OF REPORTING PERSON (See Instructions) IN

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ITEM 1(A).	NAME OF ISSUER

	Shopify, Inc.

ITEM 1(B).	ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES

	150 Elgin St.
	8^th Floor
	Ottawa, Ontario, Canada K2P 1L4

ITEM 2(A).	NAME OF PERSONS FILING

	FMC I, FMC I GP, AJ and RH. The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”

	FMC I GP is the general partner of FMC I and may be deemed to have sole power to vote and sole power to dispose of shares of the issuer owned directly by FMC I. RH and AJ are managers of FMC I GP and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer owned directly by FMC I.

ITEM 2(B).	ADDRESS OF PRINCIPAL BUSINESS OFFICE

	The address for each of the Reporting Persons is:

	100 5^th Ave., 3^rd Floor
	New York, NY 10011

ITEM 2(C)	CITIZENSHIP

	FMC I is a Delaware limited partnership. FMC I GP is a Delaware limited liability company. AJ and RH are U.S. citizens.

ITEM 2(D) AND (E).

TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER

	Class A subordinate voting shares
	CUSIP # 82509L107

ITEM 3.	Not Applicable.

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:

			See Row 9 of cover page for each Reporting Person.

		(b)	Percent of Class:

			See Row 11 of cover page for each Reporting Person.

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		(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.

			(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.	OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

	Not applicable.

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

	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.

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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.

Date: February 12, 2016

FirstMark Capital I, L.P.	/s/ Amish Jani
By FirstMark Capital I GP, LLC	Signature
Its General Partner
	Amish Jani
	Manager


	/s/ Richard Heitzmann
	Signature

	Richard Heitzmann
	Manager


FirstMark Capital I GP, LLC	/s/ Amish Jani
	Signature

	Amish Jani
	Manager


	/s/ Richard Heitzmann
	Signature

	Richard Heitzmann
	Manager


Amish Jani	/s/ Amish Jani
	Amish Jani


Richard Heitzmann	/s/ Richard Heitzmann
	Richard Heitzmann

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The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for

other parties for whom copies are to be sent.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

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EXHIBIT INDEX

	Found on Sequentially
Exhibit	Numbered Page

Exhibit A: Agreement of Joint Filing	11

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exhibit A

Agreement of Joint Filing

The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Class A subordinate voting shares of Shopify, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.

Date: February 12, 2016

FirstMark Capital I, L.P.	/s/ Amish Jani
By FirstMark Capital I GP, LLC	Signature
Its General Partner
	Amish Jani
	Manager


	/s/ Richard Heitzmann
	Signature

	Richard Heitzmann
	Manager


FirstMark Capital I GP, LLC	/s/ Amish Jani
	Signature

	Amish Jani
	Manager


	/s/ Richard Heitzmann
	Signature

	Richard Heitzmann
	Manager


Amish Jani	/s/ Amish Jani
	Amish Jani


Richard Heitzmann	/s/ Richard Heitzmann
	Richard Heitzmann