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 |
|
|||||||||||||||
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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Owlet, Inc. [ OWLT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 02/17/2023 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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 | ||||||
Class A Common Stock | 13,561,716 | I | See footnotes(1) | |||||||
Class A Common Stock | 14,930,616 | I | See footnotes(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 Convertible Preferred Stock | $1,000 | 02/17/2023 | P | 20,200(3) | 02/17/2023 | (4) | Class A Common Stock | 41,224,489 | $1,000 | 20,200(3) | I | See footnotes(5) | |||
Warrant to Purchase Class A Common Stock | $0.333(6) | 02/17/2023 | P | 74,204,080 | 02/17/2023 | 02/17/2028 | Class A Common Stock | 74,204,080(6) | (6) | 74,204,080 | I | See footnotes(5) |
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
Explanation of Responses: |
1. The shares of Class A common stock are held of record by Eclipse Ventures Fund I, L.P. ("Eclipse I"). Eclipse Ventures GP I, LLC ("Eclipse I GP") is the general partner of Eclipse I and may be deemed to have voting and dispositive power over the shares held by Eclipse I. Lior Susan is the sole managing member of Eclipse I GP and may be deemed to have voting and dispositive power over the shares held by Eclipse I. Eclipse I GP and Lior Susan disclaim beneficial ownership of the shares held by Eclipse I except to the extent of their respective pecuniary interests therein, if any. |
2. The shares of Class A common stock are held of record by Eclipse Continuity Fund I, L.P. ("Eclipse Continuity I"). Eclipse Continuity GP I, LLC ("Eclipse Continuity GP") is the general partner of Eclipse Continuity I and may be deemed to have voting and dispositive power over the shares held by Eclipse Continuity I. Lior Susan is the sole managing member of Eclipse Continuity GP and may be deemed to have voting and dispositive power over the shares held by Eclipse Continuity I. Eclipse Continuity GP and Mr. Susan disclaim beneficial ownership of the shares held by Eclipse Continuity I except to the extent of their respective pecuniary interests therein, if any. |
3. The Series A Convertible Preferred Stock ("Series A") is convertible into shares of common stock of the Issuer. The conversion rate shall initially be 2,040.8163 shares of Class A Common Stock per each share of Series A, subject to adjustment from time to time pursuant to the terms and conditions of the Investment Agreement, dated February 17, 2023, by and among the Issuer and Eclipse Early Growth Fund I, L.P., amongst others. |
4. The Series A does not have an expiration date. |
5. The shares of Series A are held of record by Eclipse Early Growth Fund I, L.P. ("Eclipse EGF I"). Eclipse Early Growth GP I, LLC ("Eclipse EG GP I") is the general partner of Eclipse EGF I and may be deemed to have voting and dispositive power over the shares held by Eclipse EGF I. Lior Susan is the sole managing member of Eclipse EG GP I and may be deemed to have voting and dispositive power over the shares held by Eclipse EGF I. Eclipse EGF GP I and Mr. Susan disclaim beneficial ownership of the shares held by Eclipse EGF I except to the extent of their respective pecuniary interests therein, if any. |
6. As set forth in the Warrant to Purchase Shares of Common Stock of Owlet, Inc., dated February 17, 2023, by the Issuer and Eclipse EGF I (the "Warrant"), the exercise price and the number of shares of the Issuer's Class A Common Stock issuable on exercise are subject to adjustment upon the occurrence of certain events. As such, the exercise price and the number of shares of Class A Common Stock issuable upon exercise as reported on this Form 4 are subject to change upon the occurrence of future events in accordance with the terms of the Warrant. |
Remarks: |
Eclipse Early Growth Fund I, L.P., by: Eclipse Early Growth GP I LLC, its General Partner /s/ Lior Susan, Managing Member | 02/22/2023 | |
Eclipse Early Growth GP I LLC, by /s/ Lior Susan, Managing Member | 02/22/2023 | |
Eclipse Continuity GP I, LLC /s/ Lior Susan, Managing Member | 02/22/2023 | |
Eclipse Continuity Fund I, L.P., By: Eclipse Continuity GP I, LLC, its General Partner, /s/ Lior Susan, Managing Member | 02/22/2023 | |
Eclipse Ventures GP I, LLC /s/ Lior Susan, Managing Member | 02/22/2023 | |
Eclipse Ventures Fund I, L.P. By: Eclipse Ventures GP I, LLC, its General Partner /s/ Lior Susan, Managing Member | 02/22/2023 | |
** 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 4 (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. |