UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
Amendment No. 1
Limeade, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
None
(CUSIP Number)
August 9, 2023
(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) |
| ☐ | 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. |
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).
CUSIP No. None
| 1 | NAMES OF REPORTING PERSON
Henry B. Albrecht | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
-0- (1) | ||||
| 6 | SHARED VOTING POWER
-0- (1) | |||||
| 7 | SOLE DISPOSITIVE POWER
-0- (1) | |||||
| 8 | SHARED DISPOSITIVE POWER
-0- (1) | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% (1) | |||||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
IN | |||||
| (1) | Pursuant to an Agreement and Plan of Merger, dated June 8, 2023, among Limeade, Inc., a Washington corporation (the “Issuer”), WebMD Health Corp., a Delaware corporation (“Parent”), and Lotus Merger Sub, Inc., a Washington corporation and wholly owned direct subsidiary of Parent (“Merger Sub”), Merger Sub merged with and into the Issuer on August 9, 2023, with the Issuer surviving as a wholly-owned subsidiary of Parent (the “Merger”). At the effective time of the Merger, each outstanding share of common stock of the Issuer held by the Reporting Person automatically converted into the right to receive USD$0.284 in cash. As a result of the Merger, the Reporting Person no longer beneficially owns any common shares of the Issuer. |
| ITEM 1. (a) | NAMEOF ISSUER: |
Limeade, Inc.
| (b) | ADDRESSOF ISSUER’S PRINCIPAL EXECUTIVE OFFICES: |
10885 NE 4th Street, Suite 400, Bellevue, WA 98004
| ITEM 2. (a) | NAMEOF PERSON FILING: |
This statement is filed by Henry B. Albrecht (the “Reporting Person”).
| (b) | ADDRESSOF PRINCIPAL BUSINESS OFFICEOR,IF NONE, RESIDENCE: |
10885 NE 4th Street, Suite 400, Bellevue, WA 98004
| (c) | CITIZENSHIP: |
United States of America
| (d) | TITLEOF CLASS OF SECURITIES: |
Common Stock
| (e) | CUSIP NUMBER: |
See cover page
| ITEM 3. | IF THIS STATEMENTIS FILED PURSUANTTO §§ 240.13d-1(b),OR 240.13d-2(b)OR (c), CHECK WHETHERTHE PERSON FILINGISA: |
| (a) | ☐ | Broker or dealer registered under Section 15 of the Act. | ||
| (b) | ☐ | Bank as defined in Section 3(a)(6) of the Act. | ||
| (c) | ☐ | Insurance company as defined in Section 3(a)(19) of the Act. | ||
| (d) | ☐ | Investment company registered under Section 8 of the Investment Company Act of 1940. | ||
| (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)(l)(ii)(G); | ||
| (h) | ☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; | ||
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; | ||
| (j) | ☐ | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); | ||
| (k) | ☐ | Group, in accordance with § 240.13d-1(b)(l)(ii)(K). | ||
If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1(ii)(j), please specify the type of institution: ________________
Not Applicable.
| ITEM 4. | OWNERSHIP. |
| (a) | AMOUNTBENEFICIALLYOWNED: |
-0- (1)
| (b) | PERCENTOFCLASS: |
0% (1)
| (c) | NUMBEROFSHARESASTOWHICHSUCHPERSONHAS: |
| (i) | Sole power to vote or to direct the vote: -0- |
| (ii) | Shared power to vote or to direct the vote: -0- |
| (iii) | Sole power to dispose or direct the disposition of: -0- |
| (iv) | Shared power to dispose or direct the disposition of: -0- |
| ITEM 5. | OWNERSHIPOF FIVE PERCENTOR LESSOFA 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 percent of the class of securities, check the following ☒.
| ITEM 6. | OWNERSHIPOF MORETHAN FIVE PERCENTON BEHALFOF ANOTHER PERSON. |
Not Applicable.
| ITEM 7. | IDENTIFICATIONAND CLASSIFICATIONOFTHE SUBSIDIARY WHICH ACQUIREDTHE SECURITY BEING REPORTEDONBYTHE PARENT HOLDING COMPANYOR CONTROL PERSON. |
Not Applicable.
| ITEM 8. | IDENTIFICATIONAND CLASSIFICATIONOF MEMBERSOFTHE GROUP. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| ITEM 10. | CERTIFICATIONS. |
Not applicable.
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.
| HENRY B. ALBRECHT |
August 9, 2023 |
| (Date) |
/s/ Henry B. Albrecht |
| (Signature) |
