| Item 1. | |
| (a) | Name of issuer:
StubHub Holdings, Inc. |
| (b) | Address of issuer's principal executive offices:
175 Greenwich Street, 59th Floor, New York, NY 10007 |
| Item 2. | |
| (a) | Name of person filing:
This statement is filed on behalf of Eric H. Baker (the "Reporting Person"). |
| (b) | Address or principal business office or, if none, residence:
The principal business address of the Reporting Person is c/o StubHub Holdings, Inc., 175 Greenwich Street, 59th Floor, New York, NY 10007. |
| (c) | Citizenship:
The Reporting Person is a citizen of the United States. |
| (d) | Title of class of securities:
Class A Common Stock, par value $0.001 per share |
| (e) | CUSIP No.:
86384P109 |
| 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) |  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 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);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
|
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
|
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
The ownership information presented herein represents beneficial ownership of the shares of Class A Common Stock as of the date hereof, based upon 320,789,975 shares of Class A Common Stock outstanding as of the date hereof, as provided by the Issuer. The ownership information also assumes the respective conversion of the Class B common stock, par value $0.001 per share ("Class B Common Stock") of the Issuer, vesting of restricted stock units and exercise of stock options disclosed below into shares of Class A Common Stock of the Issuer on a one-to-one basis.
The Reporting Person beneficially owns the following: (i) 5,984,450 shares of Class A Common Stock held directly by the Reporting Person; (ii) 34,370 shares of Class A Common Stock held directly by the Eric H. Baker Family Foundation; (iii) 22,068,680 shares of Class A Common Stock underlying shares of Class B Common Stock held directly by the Reporting Person; (iv) 2,681,320 shares of Class A Common Stock underlying shares of Class B Common Stock held directly by various family trusts; (v) 1,239,316 shares of Class A Common Stock underlying stock options held directly by the Reporting Person that are fully vested; and (vi) 680,851 shares of Class A Common Stock underlying restricted stock units held directly by the Reporting Person that are either vested and not yet settled or will vest within 60 days of the date hereof. |
| (b) | Percent of class:
9.4% |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
32,688,987
|
| | (ii) Shared power to vote or to direct the vote:
0
|
| | (iii) Sole power to dispose or to direct the disposition of:
32,688,987
|
| | (iv) Shared power to dispose or to direct the disposition of:
0
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| |
Not Applicable
|
| Item 6. | Ownership of more than 5 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 or Control Person. |
| |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
| |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
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Rule 13d-1(d)