SmartRent SC 13G / Spark Capital Growth Fund II ownership change

SmartRent (SMRT) SC 13GSmartRent / Spark Capital Growth Fund II ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

SmartRent, Inc.

(Name of Issuer)

Class A Common Stock, $0.0001 par value per share

(Title of Class of Securities)

83193G107

(CUSIP Number)

August 24, 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 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).


CUSIP No. 83193G107		13G

(1)

All such securities are held of record by Spark Growth II (as defined in Item 2(a) below). Spark Growth II GP (as defined in Item 2(a) below) is the general partner of Spark Growth II and may be deemed to have voting, investment and dispositive power with respect to these securities. Paul Conway, Jeremy Philips, Santo Politi and Bijan Sabet are the managing members of Spark Growth II GP and may be deemed to share voting, investment and dispositive power with respect to these securities.

(2)	Based on 193,864,107 shares of Class A Common Stock outstanding as of November 8, 2021 as reported by the Issuer in its Form 10-Q for the quarter ended September 30, 2021, filed with the United States Securities and Exchange Commission on November 10, 2021 (the “Form 10-Q”).


CUSIP No. 83193G107		13G

(1)

All such securities are held of record by Spark Growth II FF (as defined in Item 2(a) below). Spark Growth II GP is the general partner of Spark Growth II FF and may be deemed to have voting, investment and dispositive power with respect to these securities. Paul Conway, Jeremy Philips, Santo Politi and Bijan Sabet are the managing members of Spark Growth II GP and may be deemed to share voting, investment and dispositive power with respect to these securities.

(2)	Based on 193,864,107 shares of Class A Common Stock outstanding as of November 8, 2021 as reported by the Issuer in the Form 10-Q.


CUSIP No. 83193G107		13G

(1)

All such securities are held of record by Spark Growth II and Spark Growth II FF. Spark Growth II GP is the general partner of each of Spark Growth II and Spark Growth II FF and may be deemed to have voting, investment and dispositive power with respect to these securities. Paul Conway, Jeremy Philips, Santo Politi and Bijan Sabet are the managing members of Spark Growth II GP and may be deemed to share voting, investment and dispositive power with respect to these securities.

(2)	Based on 193,864,107 shares of Class A Common Stock outstanding as of November 8, 2021 as reported by the Issuer in the Form 10-Q.


CUSIP No. 83193G107		13G

Item 1(a). Name of Issuer:

SmartRent, Inc. (the “Issuer”).

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

8665 E. Hartford Drive, Suite 200

Scottsdale, AZ 85255

Item 2(a). Name of Person Filing:

This joint statement on Schedule 13G is being filed by Spark Capital Growth Fund II, L.P. (“Spark Growth II”), Spark Capital Growth Founders’ Fund II, L.P. (“Spark Growth II FF”) and Spark Growth Management Partners II, LLC (“Spark Growth II GP” and together with Spark Growth II and Spark Growth II FF, the “Reporting Persons”).

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

The address of the principal business office of each Reporting Person is 200 Clarendon Street, 59^th Floor, Boston, MA 02116.

Item 2(c). Citizenship:

Spark Growth II GP is a limited liability company organized under the laws of the State of Delaware. Each of Spark Growth II and Spark Growth II FF is a limited partnership organized under the laws of the State of Delaware.

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

Class A Common Stock, $0.0001 par value per share.

Item 2(e). CUSIP Number:

83193G107

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 Row 9 of the cover page for each Reporting Person.

Spark Growth II is the record owner of 11,585,101 shares of Class A Common Stock and Spark Growth II FF is the record owner of 130,036 shares of Class A Common Stock (collectively, the “Spark Growth II Shares”). As general partner of each of Spark Growth II and Spark Growth II FF, Spark Growth II GP may be deemed to beneficially own the Spark Growth II Shares. Paul Conway, Jeremy Philips, Santo Politi and Bijan Sabet are the managing members of Spark Growth II GP and may be deemed to share voting, investment and dispositive power with respect to these securities.

(b)

Percent of class:

See Row 11 of the cover page for each Reporting Person and the corresponding footnotes.*

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote

See Row 5 of the cover page for each Reporting Person and the corresponding footnotes.*

(ii)

Shared power to vote or to direct the vote

See Row 6 of the cover page for each Reporting Person and the corresponding footnotes.*

(iii)

Sole power to dispose or to direct the disposition of

See Row 7 of the cover page for each Reporting Person and the corresponding footnotes.*

(iv)

Shared power to dispose or to direct the disposition of

See Row 8 of the cover page for each Reporting Person and the corresponding footnotes.*

*	Except to the extent of his or its pecuniary interest therein, each Reporting Person disclaims beneficial ownership of such shares of Common Stock, except for the shares, if any, such Reporting Person holds of record.

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.

Under certain circumstances set forth in the limited partnership agreement of each Spark Growth II and Spark Growth II FF and the limited liability company agreement of Spark Growth II GP, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of securities of the Issuer owned by each such entity of which they are a partner or member, as the case may be.

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 the Group.

Not applicable.

Item 10. Certifications.

Not Applicable

Material to be Filed as Exhibits.

Exhibit 1 – Joint Filing Agreement.


CUSIP No. 83193G107		13G

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 10, 2022


SPARK CAPITAL GROWTH FUND II, L.P.

By:		Spark Growth Management Partners II, LLC
Its:		General Partner

By:		/s/ Paul Conway
		Paul Conway
Its:		Managing Member

SPARK CAPITAL GROWTH FOUNDERS’ FUND II, L.P.

By:		Spark Growth Management Partners II, LLC
Its:		General Partner

By:		/s/ Paul Conway
		Paul Conway
Its:		Managing Member

SPARK GROWTH MANAGEMENT PARTNERS II, LLC

By:		/s/ Paul Conway
		Paul Conway
Its:		Managing Member

NAMES OF REPORTING PERSONS

Spark Capital Growth Fund II, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ☐ (b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware