SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): April 12, 2019
(Exact Name of Registrant as Specified in its Charter)
(State of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
2101 Cedar Springs Road, Suite 900
Dallas, TX 75201
(Address of Principal Executive Office)
Registrant’s telephone number, including area code: (972) 350-0060
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 8.01 Other Events.
On April 12, 2019, Cheetah Asia Holdings LLC (“Cheetah”), a wholly-owned subsidiary of CyrusOne Inc. (the “Company”), sold 5,730,659 American Depositary Shares (“ADSs”), each representing eight Class A ordinary shares, par value $0.00005 per share, of GDS Holdings Limited, a company incorporated under the laws of the Cayman Islands (“GDS”), through a block trade made in reliance on Rule 144 of the Securities Act of 1933, as amended, for a total purchase price of $200,000,000 (the “ADS Sale”).
Following the ADS Sale, the Company, through Cheetah, continues to hold approximately 2.3 million ADSs, which are subject to a lock-up period expiring October 12, 2019, subject to customary carve outs.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: April 16, 2019
/s/ Robert M. Jackson
Robert M. Jackson
Executive Vice President, General Counsel