Lightspeed Venture Partners Viii Form 4 Honest / Barry Eggers ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

LIGHTSPEED VENTURE PARTNERS VIII LP

(Last) (First) (Middle)

2200 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Honest Company, Inc. [ HNST ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/07/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/07/2021		C		9,639,554	A	$0.00	9,639,554	D(1)
Common Stock	05/07/2021		S		1,367,362	D	$16	8,272,192	D(1)
Common Stock	05/07/2021		C		611,756	A	$0.00	611,756	I	By Lightspeed Venture Partners Select, L.P.(2)
Common Stock	05/07/2021		S		82,648	D	$16	529,108	I	By Lightspeed Venture Partners Select, L.P.(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	$0.5288	05/07/2021		C			7,522,038	(3)	(3)	Common Stock	7,522,038	$0.00(3)	0	D(1)
Series A-1 Preferred Stock	$1.8176	05/07/2021		C			825,288	(4)	(4)	Common Stock	825,288	$0.00(4)	0	D(1)
Series B Preferred Stock	$5.4926	05/07/2021		C			227,578	(5)	(5)	Common Stock	227,578	$0.00(5)	0	D(1)
Series C Preferred Stock	$13.5287	05/07/2021		C			103,484	(6)	(6)	Common Stock	109,374	$0.00(6)	0	D(1)
Series E Preferred Stock	$9.8024	05/07/2021		C			955,276	(7)	(7)	Common Stock	955,276	$0.00(7)	0	D(1)
Series C Preferred Stock	$13.5287	05/07/2021		C			517,420	(6)	(6)	Common Stock	546,874	$0.00(6)	0	I	By Lightspeed Venture Partners Select, L.P.(2)
Series E Preferred Stock	$9.8024	05/07/2021		C			64,882	(7)	(7)	Common Stock	64,882	$0.00(7)	0	I	By Lightspeed Venture Partners Select, L.P.(2)

1. Name and Address of Reporting Person^*

LIGHTSPEED VENTURE PARTNERS VIII LP

(Last) (First) (Middle)

2200 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Lightspeed General Partner VIII, L.P.

(Last) (First) (Middle)

2200 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Lightspeed Ultimate General Partner VIII, Ltd.

(Last) (First) (Middle)

2200 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Lightspeed Venture Partners Select, L.P.

(Last) (First) (Middle)

2200 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Lightspeed General Partner Select, L.P.

(Last) (First) (Middle)

2200 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Lightspeed Ultimate General Partner Select, Ltd.

(Last) (First) (Middle)

2200 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Eggers Barry

(Last) (First) (Middle)

2200 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Mhatre Ravi

(Last) (First) (Middle)

2200 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Nieh Peter

(Last) (First) (Middle)

2200 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Explanation of Responses:

1. Shares held by Lightspeed Venture Partners VIII, L.P. ("Lightspeed VIII"). Lightspeed General Partner VIII, L.P. ("LGP VIII") is the general partner of Lightspeed VIII. Lightspeed Ultimate General Partner VIII, Ltd. ("LUGP VIII") is the general partner of LGP VIII. Barry Eggers, Ravi Mhatre and Peter Nieh are the directors of LUGP VIII and share voting and dispositive power with respect to the shares held by Lightspeed VIII. LGP VIII, LUGP VIII and Messrs. Eggers, Mhatre and Nieh disclaim beneficial ownership of the shares held by Lightspeed VIII except to the extent of their respective pecuniary interests therein.

2. Shares held by Lightspeed Venture Partners Select, L.P. ("Lightspeed Select"). Lightspeed General Partner Select, L.P. ("LGP Select") is the general partner of Lightspeed Select. Lightspeed Ultimate General Partner Select, Ltd. ("LUGP Select") is the general partner of LGP Select. Barry Eggers, Jeremy Liew, Ravi Mhatre and Peter Nieh are the directors of LUGP Select and share voting and dispositive power with respect to the shares held by Lightspeed Select. LGP Select, LUGP Select and Messrs. Eggers, Liew, Mhatre and Nieh disclaim beneficial ownership of the shares held by Lightspeed Select except to the extent of their respective pecuniary interests therein.

3. The shares of Series A Preferred Stock automatically converted into an equal number shares of common stock of the issuer immediately prior to consummation of the issuer's initial public offering. The shares of Series A Preferred Stock had no expiration date.

4. The shares of Series A-1 Preferred Stock automatically converted into an equal number shares of common stock of the issuer immediately prior to consummation of the issuer's initial public offering. The shares of Series A-1 Preferred Stock had no expiration date.

5. The shares of Series B Preferred Stock automatically converted into an equal number of shares of common stock of the issuer immediately prior to the issuer's initial public offering. The shares of Series B Preferred Stock had no expiration date.

6. The shares of Series C Preferred Stock automatically converted into shares of common stock of the issuer immediately prior to consummation of the issuer's initial public offering on a 1-1.056925 basis. The shares of Series C Preferred Stock had no expiration date.

7. The shares of Series E Preferred Stock automatically converted into an equal number of shares of common stock of the issuer immediately prior to the issuer's initial public offering. The shares of Series E Preferred Stock had no expiration date.

Remarks:

	LIGHTSPEED VENTURE PARTNERS VIII, L.P. By: Lightspeed General Partner VIII, L.P., its general partner By: Lightspeed Ultimate General Partner VIII, Ltd., its general partner By: /s/ Ravi Mhatre Duly Authorized Signatory	05/11/2021
	LIGHTSPEED GENERAL PARTNER VIII, L.P. By: Lightspeed Ultimate General Partner VIII, Ltd., its general partner By: /s/ Ravi Mhatre Duly Authorized Signatory	05/11/2021
	LIGHTSPEED ULTIMATE GENERAL PARTNER VIII, LTD. By: /s/ Ravi Mhatre Duly Authorized Signatory	05/11/2021
	LIGHTSPEED VENTURE PARTNERS SELECT, L.P. By: Lightspeed General Partner Select, L.P., its general partner By: Lightspeed Ultimate General Partner Select, Ltd., its general partner By: /s/ Ravi Mhatre Duly Authorized Signatory	05/11/2021
	LIGHTSPEED GENERAL PARTNER SELECT, L.P. By: Lightspeed Ultimate General Partner Select, Ltd., its general partner By: /s/ Ravi Mhatre Duly Authorized Signatory	05/11/2021
	LIGHTSPEED ULTIMATE GENERAL PARTNER SELECT, LTD. By: /s/ Ravi Mhatre Duly Authorized Signatory	05/11/2021
	BARRY EGGERS By: /s/ Barry Eggers	05/11/2021
	RAVI MHATRE By: /s/ Ravi Mhatre	05/11/2021
	PETER NIEH By: /s/ Peter Nieh	05/11/2021
	** Signature of Reporting Person	Date
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