The Honest Company, Inc. (HNST) SC 13G Honest / THC Shared Abacus ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.     )*

The Honest Company, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

438333106

(CUSIP Number)

December 31, 2021

(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 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).

1	NAME OF REPORTING PERSON   THC Shared Abacus, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER
	6	SHARED VOTING POWER   12,169,803
	7	SOLE DISPOSITIVE POWER
	8	SHARED DISPOSITIVE POWER   12,169,803

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   12,169,803
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   13.37%1
12	TYPE OF REPORTING PERSON   PN

¹  Calculated based on 91,028,488 shares of common stock, par value $0.0001 per share outstanding as of November 8, 2021, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed on November 10, 2021.

1	NAME OF REPORTING PERSON   J. Michael Chu
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER
	6	SHARED VOTING POWER   12,169,803
	7	SOLE DISPOSITIVE POWER
	8	SHARED DISPOSITIVE POWER   12,169,803

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   12,169,803
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   13.37%2
12	TYPE OF REPORTING PERSON   OO

²  Calculated based on 91,028,488 shares of common stock, par value $0.0001 per share outstanding as of November 8, 2021, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed on November 10, 2021.

1	NAME OF REPORTING PERSON   Scott A. Dahnke
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER
	6	SHARED VOTING POWER   12,169,803
	7	SOLE DISPOSITIVE POWER
	8	SHARED DISPOSITIVE POWER   12,169,803

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   12,169,803
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   13.37%3
12	TYPE OF REPORTING PERSON   OO

³  Calculated based on 91,028,488 shares of common stock, par value $0.0001 per share outstanding as of November 8, 2021, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed on November 10, 2021.

Item 1(a). Name of Issuer:

The Honest Company, Inc.

Item 1(b). Address of Issuer’s Principal Executive Offices:

12130 Millennium Dr., #500

Los Angeles, CA 90094

Item 2(a). Name of Persons Filing.

This statement is filed on behalf of each of the following entities, all of whom together are referred to herein as the “Reporting Persons”:

(i) THC Shared Abacus, LP

(ii) J. Michael Chu

(iii) Scott A. Dahnke

Item 2(b). Address of Principal Business Office or, if None, Residence.

c/o L Catterton Partners

599 West Putnam Avenue

Greenwich, Connecticut 06830

Item 2(c). Citizenship.

See responses to Item 4 on each cover page.

Item 2(d). Title of Class of Securities:

Common Stock, par value $0.0001 per share

Item 2(e). CUSIP Number:

438333106

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not Applicable.

Item 4. Ownership.

(a) Amount beneficially owned: See responses to Item 9 on each cover page.

(b) Percent of Class: See responses to Item 11 on each cover page.

(c) Number of shares as to which each of the Reporting Persons has:

a. Sole power to vote or to direct the vote: See responses to Item 5 on each cover page.

b. Shared power to vote or to direct the vote: See responses to Item 6 on each cover page.

c. Sole power to dispose or to direct the disposition of: See responses to Item 7 on each cover page.

d. Shared power to dispose or to direct the disposition of: See responses to Item 8 on each cover page.

Shares are held by THC Shared Abacus, LP. C8 Management, L.L.C. is the general partner of THC Shared Abacus, LP. Scott A. Dahnke and J. Michael Chu are the managing members of C8 Management, L.L.C. and have shared voting and dispositive power with respect to the shares held by THC Shared Abacus. Messrs. Dahnke and Chu disclaim beneficial ownership of such shares except as to their pecuniary interest therein. Mr. Dahnke is also a director of the Issuer. This Schedule 13G does not include an aggregate of 1,916 shares of common stock held by individuals associated with certain of the Reporting Persons as awards for such individuals’ service on the board of directors of the Issuer. The Reporting Persons and their affiliates have a pecuniary interest in such shares.

Item 5. Ownership of Five Percent or Less of a Class.

Not Applicable.

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.

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.

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.

Dated: February 14, 2022

THC Shared Abacus, LP By: C8 Management, L.L.C., its General Partner
By:	/s/ J. Michael Chu
	Name: J. Michael Chu
	Title: Authorized Person
By:	/s/ J. Michael Chu
	Name: J. Michael Chu
By:	/s/ Scott A. Dahnke
	Name: Scott A. Dahnke