UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-l(a) AND AMENDMENTS THERETO FILED PURSUANT
TO RULE 13d-2(a)
(Amendment No. )*
The Original Bark Company
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
68622E104
(CUSIP Number)
Carly Strife
The Original BARK Company
221 Canal Street
New York, New York 10013
(855) 501-2275
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 1, 2021
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
| * | 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.
CUSIP No. 68622E104
| 1. | Name of Reporting Persons
Carly Strife | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
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| 3. | SEC Use Only
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| 4. | Source of Funds (See Instructions)
PF | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
United States | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
12,500,386 shares of common stock(1) | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
12,500,386 shares of common stock(1) | |||||
| 10. | Shared Dispositive Power
0 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
12,500,386 shares of common stock (1) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row 11
7.5% (2) | |||||
| 14. | Type of Reporting Person (See Instructions)
IN | |||||
| (1) | Consists of (i) 11,389,352 shares are held of record by Carly Strife directly, (ii) 655,692 shares held of record by the Carly J. Strife Family Trust (the “Trust”) and (iii) 455,342 shares of Common Stock subject to stock options held by Carly Strife that are exercisable within 60 days of the date of filing of this Statement. Carly Strife has sole voting, investment and dispositive power with respect to the shares held by the Trust. |
| (2) | Based on 167,189,826 shares outstanding, consisting of (i) 166,734,484 shares outstanding as of June 2, 2021, as reported in the Issuer’s Annual Report on Form 10-K for the year ended March 31, 2021, as filed with the Securities and Exchange Commission on June 7, 2021, plus (ii) 455,342 shares of Common Stock subject to stock options held by Carly Strife that are exercisable within 60 days of the date of filing of this Statement. |
CUSIP No. 68622E104 | 13D |
Item 1. Security and Issuer
This statement on Schedule 13D (this “Statement”) is filed with respect to the common stock, par value $0.0001 per share (“Common Stock”), of The Original BARK Company, a Delaware corporation (the “Issuer”) formerly known as “Northern Star Acquisition Corp.”. The address of the principal executive offices of the Issuer is 221 Canal Street New York, New York 10013.
Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
Item 2. Identity and Background
(a) This Statement is filed by Carly Strife (“the Reporting Person”).
(b) The business address of the Reporting Person is:
c/o The Original BARK Company
221 Canal Street
New York, New York 10013
(855) 501-2275
(c) The Reporting Person is the Issuer’s Chief Food Officer.
(d) During the past five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) The Reporting Person is not, nor during the last five years has been, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) The Reporting Person is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
All of the securities reported herein as beneficially owned by the Reporting Person were acquired pursuant to the Agreement and Plan of Reorganization by and among, the Issuer, NSAC Merger Sub Corp. and Barkbox, Inc. (“Barkbox”), dated as of December 16, 2020 (the “Merger Agreement” and such transaction, the “Merger”). The Merger closed on June 1, 2021 (the “Closing”). Effective upon the Closing, among other things, (i) each share of Barkbox’s existing common and preferred stock was cancelled and converted into 8.7425 shares of the Issuer’s Common Stock and (ii) all equity awards of Barkbox were assumed by the Issuer and converted into comparable equity awards that are settled or exercisable for shares of the Issuer’s Common Stock. The above summary is qualified by reference to such description and the full text of the Agreement and Plan of Reorganization, which is filed as Exhibit 1 to this Statement and is incorporated herein by reference.
Effective upon the Closing, the Reporting Person received 11,389,352 shares of the Issuer’s Common Stock in exchange for her equity interests in Barkbox and the Carly J. Strife Family Trust received 655,692 shares of the Issuer’s Common Stock in exchange for its equity interests in Barkbox. In addition, by virtue of the assumption of outstanding equity awards of Barkbox, the Reporting Person holds options to purchase 874,256 shares of the Issuer’s Common Stock.
Item 4. Purpose of Transaction
The information set forth in Item 3 of this Statement is incorporated into this Item 4 by reference.
The Reporting Person serves as Chief Food Officer of the Issuer and, in such capacity, may have influence over the corporate activities of the Issuer, including activities which may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Except as described herein, neither the Reporting Person nor any affiliated trusts or entities has any present plans or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. However, the Reporting Person and the Trusts reserve the right to formulate in the future plans or proposals which may relate to or result in the transactions described in subparagraphs (a) through (j) of this Item 4.
The Reporting Person and the Trust holds the securities of the Issuer for general investment purposes. The Reporting Person and the Trust reserves the right, based on all relevant factors and subject to applicable law or other restrictions, at any time and from time to time, to acquire additional shares of Common Stock or other securities of the Issuer, dispose of some or all of the shares of Common Stock or other securities of the Issuer that it may own from time to time, in each case in open market or private transactions, block sales or otherwise or pursuant to ordinary stock exchange transactions effected through one or more broker-dealers whether individually or utilizing specific pricing or other instructions (including by means of Rule 10b5-1 programs).
Item 5. Interest in Securities of the Issuer
The information contained in Item 3 and 4 of this Schedule 13D is incorporated into this Item 5 by reference.
(a) and (b) See Items 7-11 and 13 of the cover pages of this Statement for each Reporting Person and Item 2 above.
(c) Except as reported in this Statement, the Reporting Person has not effected any transactions in the Issuer’s securities within the past 60 days.
(d) Except as reported in this Statement, no other person is known to the Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock covered by this Statement.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
The information set forth in Item 3 of this Statement is incorporated into this Item 6 by reference.
In connection with the Merger, certain stockholders of Barkbox, including the Reporting Person entered into lock-up agreements (the “Barkbox Lock-Up Agreement”), pursuant to which they agreed, subject to certain exceptions, not to effect any direct or indirect sale, transfer or other disposition with respect to any shares of Common Stock issued to them in the Merger for a period of twelve months after the Closing, which period may be earlier terminated if the reported closing sale price of the Common Stock equals or exceeds $15.00 per share (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations or other similar transactions) for a period of 20 trading days during any 30-trading-day period commencing at least 150 days following the consummation of the Merger. The foregoing description of the Barkbox Lock-Up Agreement is a summary only and is qualified by reference to such description and the full text of the Barkbox Lock-Up Agreement, which is filed as Exhibit 2 to this Statement and is incorporated herein by reference.
Effective upon the Closing, the Issuer entered into an indemnification agreement (the “Indemnification Agreement”) with each of its directors and executive officers, including the Reporting Person. Subject to certain exceptions, the Indemnification Agreement provides that the Issuer will indemnify each of its directors and executive officers for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by a director or officer in any action or proceeding arising out of their services as one of the Issuer’s directors or officers or any other company or enterprise to which the person provides services at the Issuer’s request. The foregoing description of the Indemnification Agreement is a summary only and is qualified by reference to such description and the full text of the Indemnification Agreement, which is filed as Exhibit 3 to this Statement and is incorporated herein by reference.
In her capacity as an executive officer of the Issuer, the Reporting Person may be entitled to receive equity compensation, including stock option or other equity awards, pursuant to the Issuer’s 2021 Equity Incentive Plan (the “Option Plan”), which became effective upon the Closing. The terms and provisions of the Option Plan are described in the Issuer’s Registration Statement on Form S-4, filed with the Securities and Exchange Commission on May 3, 2021 and the full text of which is filed as Exhibit 4 to this Statement and is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits
| Exhibit Number | Description | |
| Exhibit 1 | Agreement and Plan of Reorganization, dated as of December 16, 2020, by and among Northern Star Acquisition Corp., NSAC Merger Sub Corp. and Barkbox, Inc. (filed as Exhibit 2.1 to the Issuer’s current report on Form 8-K as filed with the Securities and Exchange Commission on December 17, 2020 (SEC File No. 001-39691) and incorporated herein by reference). | |
| Exhibit 2 | Form of Barkbox Lock Up Agreement (filed as Exhibit 10.5 to the Issuer’s Registration Statement on Form S-4 as filed with the Securities and Exchange Commission on February 2, 2021 (SEC File No. 333-252603) and incorporated herein by reference). | |
| Exhibit 3 | Indemnity Agreement (filed as Exhibit 10.12 to the Issuer’s Registration Statement on Form S-4 as filed with the Securities and Exchange Commission on February 2, 2021 (SEC File No. 333-252603) and incorporated herein by reference). | |
| Exhibit 4 | 2021 Equity Incentive Plan and corresponding form of award agreements thereto (filed as Exhibit 10.10 to the Issuer’s Registration Statement on Form S-4 as filed with the Securities and Exchange Commission on May 3, 2021 (SEC File No. 333-252603) and incorporated herein by reference). | |
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.
June 11, 2021
| /s/ Carly Strife |
