UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

 

Opendoor Technologies Inc.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

683712 103

(CUSIP Number)

Alejandro Moreno

Langhorne S. Perrow

c/o Access Industries, Inc.

40 West 57th St., 28th Floor

New York, New York 10019

(212) 247-6400

with copies to:

Matthew E. Kaplan

Debevoise & Plimpton LLP

919 Third Avenue

New York, New York 10022

(212) 909-6000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 4, 2021

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rules 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  ☐

 

 

 

CUSIP No. 683712 103

 

  1    

  NAME OF REPORTING PERSON.

 

  Access Industries Management, LLC

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

  AF

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  State of Delaware

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7     

  SOLE VOTING POWER

 

  0 shares

     8   

  SHARED VOTING POWER

 

  53,598,914 shares

     9   

  SOLE DISPOSITIVE POWER

 

  0 shares

   10   

  SHARED DISPOSITIVE POWER

 

  53,598,914 shares

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  53,598,914 shares

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);

 

  8.86%(1)

14  

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  OO (Limited Liability Company)

 

(1)

Based on an aggregate of 604,641,158 shares of Common Stock issued and outstanding as of August 4, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the Securities and Exchange Commission (the “SEC”) on August 11, 2021.

CUSIP No. 683712 103

 

  1    

  NAME OF REPORTING PERSON.

 

  AI LiquidRE LLC

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

  WC

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Delaware

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7     

  SOLE VOTING POWER

 

  53,524,812 shares

     8   

  SHARED VOTING POWER

 

  0 shares

     9   

  SOLE DISPOSITIVE POWER

 

  53,524,812 shares

   10   

  SHARED DISPOSITIVE POWER

 

  0 shares

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

   53,524,812 shares

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ☒(1)

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);

 

  8.85%(2)

14  

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  OO (Limited Liability Company)

 

(1)

Excludes shares of Common Stock that are owned directly by LBIT 2002 LLC.

(2)

Based on an aggregate of 604,641,158 shares of Common Stock issued and outstanding as of August 4, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 11, 2021.

CUSIP No. 683712 103

 

  1    

  NAME OF REPORTING PERSON.

 

  LBIT 2002 LLC

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

  OO

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Delaware

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7     

  SOLE VOTING POWER

 

  74,102 shares

     8   

  SHARED VOTING POWER

 

  0 shares

     9   

  SOLE DISPOSITIVE POWER

 

  74,102 shares

   10   

  SHARED DISPOSITIVE POWER

 

  0 shares

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  74,102 shares

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ☒(1)

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);

 

  0.1%(2)

14  

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  OO (Limited Liability Company)

 

(1)

Excludes shares of Common Stock that are owned directly by AI LiquidRE LLC.

(2)

Based on an aggregate of 604,641,158 shares of Common Stock issued and outstanding as of August 4, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 11, 2021.

CUSIP No. 683712 103

 

  1    

  NAME OF REPORTING PERSON.

 

  Len Blavatnik

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

  AF

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  United States of America

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7     

  SOLE VOTING POWER

 

  0 shares

     8   

  SHARED VOTING POWER

 

  53,598,914 shares

     9   

  SOLE DISPOSITIVE POWER

 

  0 shares

   10   

  SHARED DISPOSITIVE POWER

 

  53,598,914 shares

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  53,598,914 shares

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);

 

  8.86%(1)

14  

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  IN

 

(1)

Based on an aggregate of 604,641,158 shares of Common Stock issued and outstanding as of August 4, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 11, 2021.

Amendment No. 2 to Schedule 13D

This amendment to Schedule 13D is being filed by Access Industries Management, LLC (“AIM”), AI LiquidRE LLC (“AIL”), LBIT 2002 LLC (“LBIT”) and Len Blavatnik (collectively, the “Reporting Persons”, and each, a “Reporting Person”) to report the acquisition of shares of common stock, $0.0001 par value per share (the “Common Stock”), of Opendoor Technologies Inc. (the “Issuer”) by the Reporting Persons and to add LBIT as a Reporting Person.

The Schedule 13D (the “Schedule”) filed with the SEC on December 28, 2020, as amended by Amendment No. 1, filed with the SEC on August 24, 2021, is hereby amended and supplemented by the Reporting Persons as set forth below in this Amendment No. 2. This amendment is filed by the Reporting Persons in accordance with Rule 13d-2 of the Securities Exchange Act of 1934, as amended, and refers only to information that has materially changed since the filing of the Schedule. The items identified below, or the particular paragraphs of such items which are identified below, are amended as set forth below. Unless otherwise indicated, all capitalized terms used and not defined herein have the respective meanings assigned to them in the Schedule.

 

Item 2

Identity and Background

The disclosure in Item 2 is hereby amended and restated in its entirety to read as follows:

 

Name

  

Address of

Business/Principal Office

  

Principal Business/Occupation

  

Jurisdiction of
Organization/Citizenship

Access Industries Management, LLC    c/o Access Industries, Inc.
40 West 57th St., 28th Floor
New York, NY 10019 		   Manager of holdings of strategic investments in a variety of industries worldwide    Delaware
AI LiquidRE LLC    c/o Access Industries, Inc.
40 West 57th St., 28th Floor
New York, NY 10019 		   Holding strategic investments in a variety of industries worldwide    Delaware
LBIT 2002 LLC    c/o Access Industries, Inc.
40 West 57th St., 28th Floor
New York, NY 10019 		   Holding strategic investments in a variety of industries worldwide    Delaware
Len Blavatnik    c/o Access Industries, Inc.
40 West 57th St., 28th Floor
New York, NY 10019 		   Chairman of Access Industries, Inc., the principal business of which is holding strategic investments in a variety of industries worldwide    United States of America

The agreement among the Reporting Persons relating to the joint filing of this Schedule 13D is filed as Exhibit 99.3.2 hereto.

None of the Reporting Persons has, during the last five years: (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3

Source and Amount of Funds or Other Considerations

The disclosure in Item 3 is hereby supplemented by adding the following at the end thereof:

On September 14, 2021, AIL purchased 5,991,611 shares of Common Stock at a price of $16.69 per share in a secondary public offering of Common Stock, pursuant to the prospectus filed with the SEC pursuant to Rule 424(b)(3) on September 15, 2021. AIL funded this purchase using capital contributed from affiliated entities, which funded that capital using cash on hand.

On October 4, 2021, LBIT received 74,102 shares of Common Stock from SV Angel V, L.P. pursuant to a pro rata in-kind distribution for no consideration.

 

Item 5

Interest in Securities of the Issuer

The disclosure in Item 5 is hereby amended and restated in its entirety to read as follows:

(a) and (b) The responses of each of the Reporting Persons with respect to Rows 11, 12, and 13 of the cover pages of this Schedule 13D that relate to the aggregate number and percentage of Common Stock (including, but not limited to, footnotes to such information) are incorporated herein by reference.

The responses of each of the Reporting Persons with respect to Rows 7, 8, 9, and 10 of the cover pages of this Schedule 13D that relate to the number of Common Stock as to which each of the persons or entities referenced in Item 2 has sole or shared power to vote or to direct the vote of and sole or shared power to dispose of or to direct the disposition of (including, but not limited to, footnotes to such information) are incorporated herein by reference.

53,524,812 shares of Common Stock are owned directly by AIL and may be deemed to be beneficially owned by AIM and Len Blavatnik because (i) AIM is the controlling entity of AIL and (ii) Len Blavatnik controls AIM and holds a majority of the outstanding voting interests in AIL. Each of the Reporting Persons (other than AIL), and each of their affiliated entities and the officers, partners, members and managers thereof, disclaims beneficial ownership of these securities.

74,102 shares of Common Stock are owned directly by LBIT and may be deemed to be beneficially owned by AIM and Len Blavatnik because (i) AIM is the controlling entity of LBIT and (ii) Len Blavatnik controls AIM and LBIT. Each of the Reporting Persons (other than LBIT), and each of their affiliated entities and the officers, partners, members and managers thereof, disclaims beneficial ownership of these securities.

(c) The following transactions in the Issuer’s securities have been effected by Reporting Persons within the 60 days prior to this filing:

The information set forth in Item 3 of this Schedule 13D is incorporated by reference herein.

(d) Not applicable.

(e) Not applicable.

 

Item 7

Materials to Be Filed as Exhibits

The disclosure in Item 7 is hereby supplemented by adding the following in appropriate numerical order:

 

Exhibit    Description
99.3.2    Joint Filing Agreement, dated as of October 6, 2021.

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: October 6, 2021

 

ACCESS INDUSTRIES MANAGEMENT, LLC     /s/ Alejandro Moreno
      Name: Alejandro Moreno
      Title: Executive Vice President
LBIT 2002 LLC     By: Access Industries Management, LLC, its Manager
      /s/ Alejandro Moreno
      Name: Alejandro Moreno
      Title: Executive Vice President
AI LIQUIDRE LLC     By: Access Industries Management, LLC, its Manager
      /s/ Alejandro Moreno
      Name: Alejandro Moreno
      Title: Executive Vice President
      *                                         
      Name: Len Blavatnik

 

*

The undersigned, by signing his name hereto, executes this Schedule 13D pursuant to the Limited Power of Attorney executed on behalf of Mr. Blavatnik and filed herewith.

 

                                                        By:   /s/ Alejandro Moreno                    
      Name: Alejandro Moreno
      Attorney-in-Fact
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