Form: SC 13G/A

Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities by passive investors and certain institutions

February 4, 2021


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G
Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Endava plc
(Name of Issuer)

Class A ordinary shares, nominal value £0.02 per ordinary share
(Title of Class of Securities)

29260V105**
(CUSIP Number)

December 31, 2020
(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)
ý 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 the disclosures provided in a prior cover page.

** CUSIP number 29260V105 has been assigned to the American depositary shares (“ADSs”) of the Issuer, which are quoted on The New York Stock Exchange under the symbol “DAVA.” Each ADS represents one Class A Ordinary Share of the Issuer. No CUSIP number has been assigned to the Class A Ordinary Shares of the Issuer.

The information required in 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).



CUSIP No. 29260V105 13G Page 2 of 5 Pages
 
1 NAMES OF REPORTING PERSONS
David Heron
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER
1,713,258
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
1,713,258
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,713,258
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.8%
12 TYPE OF REPORTING PERSON
IN
 
 



CUSIP No. 29260V105 13G Page 3 of 5 Pages
 
  
Item 1(a).
Name of Issuer:
         Endava plc (the “Issuer”)
 
Item 1(b).
Address of Issuer's Principal Executive Offices:
         The Issuer’s principal executive offices are located at 125 Old Broad Street, London EC2N 1AR.
 
Item 2(a).
Name of Persons Filing:
         David Heron
 
Item 2(b).
Address of Principal Business Office or, if None, Residence:
         Whinwood, Beauleiu Road
Lyndhurst, Hants SO43 7DA
  
Item 2(c).
Citizenship:
         United Kingdom
 
Item 2(d).
Title of Class of Securities:
         Class A ordinary shares, nominal value £0.02 per ordinary share (the “Class A Shares”)
  
Item 2(e).
CUSIP Number: 29260V105
  
Item 3.
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
         Not applicable.
 




CUSIP No. 29260V105 13G Page 4 of 5 Pages
 
Item 4.
Ownership.
(a)
As of December 31, 2020, Mr. Heron was the beneficial owner of 1,713,258 Class A Shares, of which 1,579,073 were held as Class A Shares and 134,185 were held as Class B ordinary shares (“Class B Shares”) that may be converted into Class A Shares within 60 days of December 31, 2020.

Mr. Heron also holds an additional 536,742 Class B Shares that are not convertible into Class A Shares within 60 days of December 31, 2020, and accordingly are not included in the shares beneficially owned by Mr. Heron as of December 31, 2020. The Class B Shares will become convertible into Class A Shares not later than July 26, 2023.

(b)
Percent of Class: 4.8%, which is based on a total of 35,770,219 total Class A Shares outstanding as of December 31, 2020. Mr. Heron’s holdings represent 3.6% of the total voting power of the Issuer, with all outstanding Class A Shares and Class B Shares voting as a single class.

Each Class A Share is entitled to one vote per share, and each Class B Share is entitled to ten votes per share. 
(c) Number of shares as to which such person has:
(i)
sole power to vote or to direct the vote: 1,713,258
(ii) shared power to vote or to direct the vote: 0
(iii)
sole power to dispose or to direct the disposition: 1,713,258
(iv) shared power to dispose or to direct the disposition: 0
Item 5.
Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5% of the class of securities, check the following: x

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 or Control Person.
         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.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.


CUSIP No. 29260V105 13G Page 5 of 5 Pages
 
  
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.
 
 
Dated February 4, 2021
 
By: /s/ David Heron
David Heron