UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information Statement Pursuant to Rules 13d-1
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
OUSTER, INC.
(Name of Issuer)
Common Stock, Par Value of $0.0001 Per Share
(Title of Class of Securities)
68989M202
(CUSIP Number)
December 31, 2023
Date of Event Which Requires Filing of the 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 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. 68989M202 | Schedule 13G | Page 2 of 9 |
| 1 | Names of Reporting Person.
Tao Capital Management 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
0 | ||||
| 6 | Shared Voting Power (see Item 5 below)
1,125,316 shares of Common Stock | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power (see Item 5 below)
1,125,316 shares of Common Stock | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,125,316 shares of Common Stock | |||||
| 10 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 11 | Percent of Class Represented by Amount in Row (11)
2.8% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. 68989M202 | Schedule 13G | Page 3 of 9 |
| 1 | Names of Reporting Person.
Tao Invest II LLC | |||||
| 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
0 | ||||
| 6 | Shared Voting Power (see Item 5 below)
1,125,316 shares of Common Stock | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power (see Item 5 below)
1,125,316 shares of Common Stock | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,125,316 shares of Common Stock | |||||
| 10 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 11 | Percent of Class Represented by Amount in Row (11)
2.8% | |||||
| 12 | Type of Reporting Person
OO | |||||
| CUSIP No. 68989M202 | Schedule 13G | Page 4 of 9 |
SCHEDULE 13G
| Item 1(a). | Name of Issuer |
Ouster, Inc. (“Issuer”) (formerly Colonnade Acquisition Corp.)
| Item 1(b). | Address of the Issuer’s Principal Executive Offices |
350 Treat Avenue, San Francisco, CA 94110
| Item 2(a). | Names of Persons Filing |
This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
(i) Tao Capital Management LP
(ii) Tao Invest II LLC
Tao Invest II LLC is the record holder of the shares reported herein for Tao Invest II LLC. Tao Capital Management LP is the manager of Tao Invest II LLC.
| Item 2(b). | Address of the Principal Business Office, or if none, Residence: |
The address of each of the Reporting Persons is
1 Letterman Drive, Suite C4-420
San Francisco, CA 94129.
| Item 2(c). | Citizenship |
(i) Tao Capital Management LP is a limited partnership formed in the State of Delaware.
(ii) Tao Invest II LLC is a limited liability company formed in the State of Delaware.
| Item 2(d). | Title of Class of Securities |
Common Stock, $0.0001 par value (“Common Stock”)
| Item 2(e). | CUSIP Number |
68989M202
| Item 3. | If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
(a) Broker or Dealer registered under Section 15 of the Exchange Act.
(b) Bank as defined in Section 3(a)(b) or the Exchange Act.
(c) Insurance company as defined in Section 3(a)(19) of the Exchange Act.
(d) Investment company registered under Section 8 of the Investment Company Act.
(e) An Investment adviser in accordance with Rule 13d-1 (b)(1)(ii)(e).
(f) An employee benefit plan or endowment fund in accordance with Rule 13d 1(b)(1)(ii)(f).
| CUSIP No. 68989M202 | Schedule 13G | Page 5 of 9 |
(g) A Parent Holding Company or control person in accordance with Rule 13d 1(b)(1)(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) Group, in accordance with Rule 13d-1 (b)(1)(ii)(j).
Not applicable
| Item 4. | Ownership |
| Each Reporting Person’s calculation of its percentage ownership of the Common Stock of the Issuer is based on a total of 40,692,290 shares of Common Stock issued and outstanding as of November 9, 2023 as reported by the Issuer in its Quarterly Report on Form 10-Q, filed by the Issuer with the SEC on November 13, 2023. | ||||
| (a) | Amount beneficially owned: Incorporated by reference to Item 9 of the cover page pertaining to each Reporting Person. | |||
| (b) | Percent of class: Incorporated by reference to Item 11 of the cover page pertaining to each Reporting Person. | |||
| (c) | Number of shares as to which such person has: | |||
| (i) | Sole power to vote or to direct the vote: Incorporated by reference to Item 5 of the cover page pertaining to each Reporting Person. | |||
| (ii) | Shared power to vote or to direct the vote: Incorporated by reference to Item 6 of the cover page pertaining to each Reporting Person. | |||
| (iii) | Sole power to dispose or to direct the disposition of: Incorporated by reference to Item 7 of the cover page pertaining to each Reporting Person. | |||
| (iv) | Shared power to dispose or to direct the disposition of: Incorporated by reference to Item 8 of the cover page pertaining to each Reporting Person. | |||
| Item 5. | Ownership of Five Percent or Less of a 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. | Ownership of More than Five Percent on Behalf of Another Person |
Not Applicable
| CUSIP No. 68989M202 | Schedule 13G | Page 6 of 9 |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
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 |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
| CUSIP No. 68989M202 | Schedule 13G | Page 7 of 9 |
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.
| Date: February 12, 2024 | Tao Capital Management LP | |||||
| By: | /s/ Lori D. Mills | |||||
| Name: Lori D. Mills | ||||||
| Title: President | ||||||
| Date: February 12, 2024 | Tao Invest II LLC | |||||
| By: | /s/ Lori D. Mills | |||||
Name: Lori D. Mills Title: President of Tao Capital Management LP, its Manager | ||||||
| CUSIP No. 68989M202 | Schedule 13G | Page 8 of 9 |
INDEX TO EXHIBITS
| PAGE | ||||
EXHIBIT 1: Agreement to Make a Joint Filing | 9 | |||
