Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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ERICSSON LM TELEPHONE CO (Name of Issuer) |
Class B Shares (SEK 5.00 nominal value) (Title of Class of Securities) |
294821608 (CUSIP Number) |
Petra Hedengran Managing Director and General Counsel, Investor AB Arsenalsgatan 8C, Stockholm, V7, SE-103 32 46 8 614 20 00 Alan M. Klein, Esq. Simpson Thacher & Bartlett LLP, 425 Lexington Avenue New York, NY, 10017 (212) 455-2000 Edgar J. Lewandowski, Esq. Simpson Thacher & Bartlett LLP, 425 Lexington Avenue New York, NY, 10017 (212) 455-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/04/2025 (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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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).
SCHEDULE 13D
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| CUSIP No. | 294821608 |
| 1 |
Name of reporting person
INVESTOR AB | ||||||||
| 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)
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| 6 | Citizenship or place of organization
SWEDEN
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
190,729,738.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
There is no CUSIP number assigned to the Class B Shares. CUSIP number 294821608 has been assigned to the American Depositary Shares ("ADSs") of the Company. Each ADS represents one Class B Share. Based on 3,086,495,752 Class B shares (SEK 5.00 nominal value) (the "Class B Shares") of LM Ericsson Telephone Company outstanding, less 15,579,561 Class B Shares held in Treasury, in each case, as disclosed by the Issuer in its Report on Form 6-K filed with the Securities and Exchange Commission on March 26, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class B Shares (SEK 5.00 nominal v
alue) | |
| (b) | Name of Issuer:
ERICSSON LM TELEPHONE CO | |
| (c) | Address of Issuer's Principal Executive Offices:
Torshamnsgatan 21, Stockholm,
SWEDEN
, 16483. | |
Item 1 Comment:
This Amendment No. 1 (the "Amendment") to Schedule 13D amends and supplements the statement on Schedule 13D originally filed with the United States Securities and Exchange Commission (the "SEC") on May 21, 2024 (as amended, the "Schedule 13D") relating to Class B shares, SEK 5.00 nominal value (the "Class B Shares") of LM Ericsson Telephone Company, a limited liability company organized under the Swedish Companies Act (the "Issuer"). The Items herein amend the information disclosed under the corresponding Items of the Schedule 13D as described herein. Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined herein shall have the meanings attributed to them in the Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (a) | Item 2 of the Schedule 13D is hereby amended and supplemented to include the attached amended and restated Schedule A attached hereto as Exhibit 99.1. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Schedule 13D is hereby amended and supplemented as follows: Since the filing of the initial Schedule 13D on May 21, 2024, the Reporting Person purchased an aggregate of 19,746,806 Class B Shares in open market purchases for an aggregate cost of approximately SEK 1,243,465,975 or approximately $127,589,556. The funds used in making such purchases were from the working capital of the Reporting Person. The Class B Shares were purchased using Swedish Krona. For the purposes of this Schedule 13D, a conversion rate of USD 1.00 for 9.75 SEK was used. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows: Mr. Jacob Wallenberg, Chairman of the Board of Investor AB, was appointed as a member of the Board of Directors of the Issuer in June, 2011 and currently serves as Vice Chairman. Mr. Christian Cederholm, Chief Executive Officer and member of the Board of Directors of Investor AB, was appointed as a member of the Board of Directors of the Issuer in March, 2025. As directors of the Issuer, each of Mr. Wallenberg and Mr. Cederholm may have influence over the corporate activities of the Issuer, including activities that may relate to transactions or other matters specified in clauses (a) through (j) of Item 4 of Schedule 13D. As members of the Board of Directors of the Issuer, part of the director fees payable to Mr. Wallenberg and Mr. Cederholm may be paid in the form of synthetic shares. As of the date hereof, Mr. Wallenberg directly owns 427,703 Class B Shares and 41,653 synthetic shares and Mr. Cederholm directly owns 7,000 Class B Shares. Other than as described above, Reporting Person does not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D, although, depending on the factors discussed herein, Reporting Person may change its purpose or formulate different plans or proposals with respect thereto at any time. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | (a) Item 5 (a)-(c) of the Schedule 13D is hereby amended and restated as follows: The information set forth in Item 6 of this Schedule 13D and the responses of the Reporting Person to Rows (7) through (13) of the cover pages of this Schedule 13D are hereby incorporated by reference into this Item 5. Investor AB may be deemed to be the beneficial owner of the 190,729,738 Class B Shares held directly which represents approximately 6.2% of the total number of outstanding Class B Shares based on 3,086,495,752 Class B Shares of the Issuer outstanding, as disclosed by the Issuer in its Report on 6-K filed with the Securities and Exchange Commission on March 26, 2025, less 15,579,561 Class B Shares held in Treasury as disclosed therein. Investor AB may be deemed to be the beneficial owner of 120,762,803 Class A Shares. Holders of Class A Shares are entitled to one vote for each Class A Share held on all matters submitted to a vote of stockholders and holders of Class B Shares are entitled to one vote per 10 Class B Shares held on all matters submitted to a vote of stockholders. Together, the Class B Shares and the Class A Shares beneficially owned by Reporting Person constitutes approximately 24.6% of the total voting power of the Issuer and approximately 9.3% of the total shares outstanding based on an aggregate of 3,332,672,174 Class A and Class B Shares outstanding. | |
| (b) | See Item 5(a) above. | |
| (c) | None of the Reporting Persons has effected any transactions in the Class B Shares in the past 60 days. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Schedule 13D is hereby amended and restated as follows: The information set forth in Items 4 and 5 of this Schedule 13D is hereby incorporated by reference into this Item 6. On May 7, 2024, the Reporting Person issued 132,538 call options to Jan Carlson, the Chair of the Board of Directors of the Issuer at a price of SEK 15.09 per option. Each call option entitles Mr. Carlson to purchase of one Class B Share of the Issuer from the Reporting Person at a strike price of SEK 68.62 per share (to be recalculated to neutralize the effects of dividend payments and other value transfers during the option period). The exercise period commences on May 7, 2030 and terminates on May 7, 2031. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit No.Description 99.1Schedule A Directors and Executive Officers of Investor AB | ||
| 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.
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