Spotify (NYSE: SPOT) director Marshall details complex initial share holdings
Filing Impact
Filing Sentiment
Form Type
3
Rhea-AI Filing Summary
Spotify Technology S.A. director Christopher P. Marshall has filed an initial ownership report detailing his equity interests and related entities’ holdings. The filing shows he directly holds 1,059 Ordinary Shares and several vested or partially vested stock options over 5,630, 12,060 and 4,970 Ordinary Shares at exercise prices of 241.57, 112.77 and 153.92, expiring between late 2026 and 2028.
Footnotes describe additional Ordinary Shares held by the Marshall Carroll 2000 Trust and multiple TCV XI and management entities, for which Marshall disclaims beneficial ownership except to the extent of his pecuniary interest. He also has Restricted Stock Units that vest between 2027 and 2029, with the economic interest assigned to management entities.
Positive
- None.
Negative
- None.
Insider Trade Summary
12 transactions reported
Mixed
12 txns
Insider
Marshall Christopher P
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Stock Option | -- | -- | -- |
| holding | Stock Option | -- | -- | -- |
| holding | Stock Option | -- | -- | -- |
| holding | Ordinary Share | -- | -- | -- |
| holding | Ordinary Share | -- | -- | -- |
| holding | Ordinary Share | -- | -- | -- |
| holding | Ordinary Share | -- | -- | -- |
| holding | Ordinary Share | -- | -- | -- |
| holding | Ordinary Share | -- | -- | -- |
| holding | Ordinary Share | -- | -- | -- |
| holding | Ordinary Share | -- | -- | -- |
| holding | Ordinary Share | -- | -- | -- |
Holdings After Transaction:
Stock Option — 5,630 shares (Direct);
Ordinary Share — 1,059 shares (Direct);
Ordinary Share — 70,344 shares (Indirect, Marshall Carroll 2000 Trust)
Footnotes (1)
- Each Restricted Stock Unit ("RSU") represents a contingent right to receive one (1) Ordinary Share of the Issuer upon settlement for no consideration. 138 RSUs were granted on 6/1/23 and will fully vest on 2/15/27. 542 RSUs were granted on 6/3/24; 50% will vest on 2/15/27 and the remaining 50% will vest on 2/15/28. 379 RSUs were granted on 6/2/25; 1/3 will vest on each of 2/15/27, 2/15/28 and 2/15/29. Christopher P. Marshall has sole dispositive power over the RSUs he holds directly. However, TCV XI Management, L.L.C. ("Management XI LLC") has a right to 100% of the pecuniary interest in such RSUs. Mr. Marshall is an owner of Management XI LLC and disclaims beneficial ownership of such RSUs and the shares underlying such RSUs except to the extent of his pecuniary interest therein. These shares are directly held by Marshall Carroll 2000 Trust ("MC Trust"). Christopher P. Marshall is a Trustee of MC Trust. Mr. Marshall disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. These shares are directly held by TCV XI Spotify, L.P. ("TCV XI Spotify"). Christopher P. Marshall is a Class A Member and Class A Director of Technology Crossover Management XI, Ltd. ("Management XI"). Management XI is the general partner of Technology Crossover Management XI, L.P. ("TCM XI") which is the general partner of TCV XI, L.P. ("TCV XI"). TCV XI owns 100% of TCV XI Spotify. Mr. Marshall disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. These shares are directly held by TCV XI Spotify (A), L.P. ("TCV XI A Spotify"). Christopher P. Marshall is a Class A Member and Class A Director of Management XI. Management XI is the general partner of TCM XI which is the general partner of TCV XI (A), L.P. ("TCV XI (A)"). TCV XI (A) owns 100% of TCV XI A Spotify. Mr. Marshall disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. These shares are directly held by TCV XI Spotify (B), L.P. ("TCV XI B Spotify"). Christopher P. Marshall is a Class A Member and Class A Director of Management XI. Management XI is the general partner of TCM XI which is the general partner of TCV XI (B), L.P. ("TCV XI (B)"). TCV XI (B) owns 100% of TCV XI B Spotify. Mr. Marshall disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. These shares are directly held by TCV XI (Lux), SCSp ("TCV XI Lux"). Christopher P. Marshall is a Class A Member and Class A Director of Management XI. Management XI is sole shareholder of Technology Crossover Management XI, S.a r.l. which is the general partner of TCV XI Lux. Mr. Marshall disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. These shares are directly held by TCV XI Spotify (MF), L.P. ("TCV XI MF Spotify"). Christopher P. Marshall is a Class A Member and Class A Director of Management XI and a limited partner of TCV XI Member Fund, L.P. ("Member Fund XI"). Management XI is the general partner of Member Fund XI which owns 100% of TCV XI MF Spotify. Mr. Marshall disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. These shares are directly held by TCV VIII Management, L.L.C. ("Management VIII LLC"). Christopher P. Marshall is a Member of Management VIII LLC and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. These shares are directly held by Management XI LLC. Christopher P. Marshall is an owner of Management XI LLC and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. The stock option is fully vested and currently exercisable. The stock option is vested and exercisable with respect to 3,728 Ordinary Shares and will vest with respect to the remaining shares on 2/15/27. Christopher P. Marshall has sole dispositive power over the options he holds directly. However, Management VIII LLC and Management XI LLC have a right to 100% of the pecuniary interest in such options. Mr. Marshall is a Member of Management VIII LLC and an owner of Management XI LLC. Mr. Marshall disclaims beneficial ownership of such options and the shares to be received upon the exercise of such options except to the extent of his pecuniary interest therein.
FAQ
What does Christopher P. Marshall’s Form 3 for Spotify (SPOT) report?
Marshall’s Form 3 reports his initial ownership in Spotify, including directly held Ordinary Shares, vested and partially vested stock options, and Restricted Stock Units. It also lists substantial share positions held by related trusts and TCV-managed entities, with detailed disclaimers on his beneficial and pecuniary interests.
How are Marshall’s indirect Spotify holdings structured through TCV entities?
Indirect holdings are reported in entities like TCV XI Spotify, L.P., TCV XI Spotify (A) and (B), TCV XI (Lux), and TCV XI Spotify (MF), plus management LLCs. These entities directly hold the shares, while Marshall typically participates through ownership or roles, disclaiming beneficial ownership beyond his pecuniary interest.
What Restricted Stock Units (RSUs) tied to Spotify does Marshall report and when do they vest?
Marshall’s footnotes describe RSU grants of 138, 542 and 379 units, each representing one Ordinary Share upon settlement. Vesting dates span February 15, 2027, 2028 and 2029 in full or tranches. Management XI LLC holds 100% of the pecuniary interest in these RSUs, limiting his direct economic claim.
What do the disclaimers of beneficial ownership in the Spotify Form 3 mean for investors?
The disclaimers indicate that although Marshall is affiliated with entities holding large Spotify share blocks, he does not claim full beneficial ownership. Instead, he only acknowledges pecuniary interest where applicable, clarifying that much of the reported stock is controlled and economically owned at the fund or trust level.