SEC Form 3
FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 02/15/2023 |
3. Issuer Name and Ticker or Trading Symbol
Starco Brands, Inc. [ STCB ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Class A Common Stock | 57,535,013(1)(2)(3) | I | By GV 2016, L.P.(4) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. GV 2016, L.P. (the "2016 Partnership") directly acquired these securities on February 15, 2023, upon completion of, and as consideration for, the sale of shares of the equity of Soylent Nutrition, Inc., a Delaware corporation ("Soylent"), to the Issuer, in connection with the merger (the "Merger") of the Issuer's subsidiary, Starco Merger Sub I, Inc., a Delaware corporation ("Merger Sub") with and into Soylent, pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated February 14, 2023, entered into by and among: (i) the Issuer; (ii) Merger Sub; (iii) Soylent; and (iv) Hamilton Start, LLC, solely in its capacity as the representative of the Soylent equityholders. |
2. Pursuant to the terms of the Merger Agreement, as a former preferred stockholder of Soylent, the 2016 Partnership may also be entitled to receive in the future additional shares ("Adjustment Shares") of the Issuer's Class A Common Stock in connection with a post-closing adjustment (the "Post-Closing Adjustment"), subject to the final determination of calculations of Soylent's working capital, cash at closing, indebtedness at closing and certain unpaid Merger transaction expenses in excess of the amount reimbursed by the Issuer. |
3. The 2016 Partnership's right to receive any Adjustment Shares issuable pursuant to the Post Closing Adjustment provision in the Merger Agreement became fixed and irrevocable on February 15, 2023, the effective date of the Merger. |
4. The securities reported in this row are directly held by the 2016 Partnership. The general partner of the 2016 Partnership is GV 2016 GP, L.P. ("2016 GP"). The general partner of 2016 GP is GV 2016 GP, L.L.C. ("2016 LLC"). The sole managing member of 2016 LLC is Alphabet Holdings LLC ("Alphabet Holdings"). The sole managing member of Alphabet Holdings is XXVI Holdings Inc. ("XXVI"). The controlling stockholder of XXVI is Alphabet Inc. Each of 2016 GP, 2016 LLC, Alphabet Holdings, XXVI, and Alphabet Inc. may be deemed to have voting and investment discretion over the securities directly beneficially owned by the 2016 Partnership. Each of the aforementioned parties disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. |
Remarks: |
/s/ Inga Goldbard, General Counsel of GV 2016 GP, L.L.C. | 02/27/2023 | |
/s/ Inga Goldbard, General Counsel of GV 2016 GP, L.P. | 02/27/2023 | |
/s/ Inga Goldbard, General Counsel of GV 2016, L.P. | 02/27/2023 | |
/s/ Kathryn W. Hall, Assistant Secretary of Alphabet Inc. | 02/27/2023 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |