Cyngn (CYN) Form 3 Cyngn / ROBERT KAGLE ownership change

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^*

SPURLOCK STEVEN M

(Last) (First) (Middle)

C/O BENCHMARK

2965 WOODSIDE ROAD

(Street)

WOODSIDE CA 94062

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/19/2021

3. Issuer Name and Ticker or Trading Symbol
Cyngn, Inc. [ CYN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Series A Preferred Stock	(1)	(1)	Common Stock	8,038,585	(1)	I	See footnotes(2)
Series B Preferred Stock	(1)	(1)	Common Stock	692,418	(1)	I	See footnotes(2)
Series C Preferred Stock	(1)	(1)	Common Stock	217,622	(1)	I	See footnotes(2)
Series C Preferred Stock	(1)	(1)	Common Stock	290,162	(1)	I	See footnotes(3)

1. Name and Address of Reporting Person^*

SPURLOCK STEVEN M

(Last) (First) (Middle)

C/O BENCHMARK

2965 WOODSIDE ROAD

(Street)

WOODSIDE CA 94062

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BALKANSKI ALEXANDRE

(Last) (First) (Middle)

C/O BENCHMARK

2965 WOODSIDE ROAD

(Street)

WOODSIDE CA 94062

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

DUNLEVIE BRUCE

(Last) (First) (Middle)

C/O BENCHMARK

2965 WOODSIDE ROAD

(Street)

WOODSIDE CA 94062

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

FENTON PETER H

(Last) (First) (Middle)

C/O BENCHMARK

2965 WOODSIDE ROAD

(Street)

WOODSIDE CA 94062

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GURLEY J WILLIAM

(Last) (First) (Middle)

C/O BENCHMARK

2965 WOODSIDE ROAD

(Street)

WOODSIDE CA 94062

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

HARVEY KEVIN

(Last) (First) (Middle)

C/O BENCHMARK

2965 WOODSIDE ROAD

(Street)

WOODSIDE CA 94062

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

KAGLE ROBERT

(Last) (First) (Middle)

C/O BENCHMARK

2965 WOODSIDE ROAD

(Street)

WOODSIDE CA 94062

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Cohler Matt

(Last) (First) (Middle)

C/O BENCHMARK

2965 WOODSIDE ROAD

(Street)

WOODSIDE CA 94062

(City) (State) (Zip)

Explanation of Responses:

1. The shares of Preferred Stock will automatically convert into shares of the Company's Common Stock on a 1-for-1 basis, without payment or further consideration, immediately prior to the consummation of the Company's initial public offering and have no expiration date.

2. The shares are held by Benchmark Capital Partners VII, L.P. ("BCP VII"), for itself and as nominee for Benchmark Founders' Fund VII, L.P. ("BFF VII") and Benchmark Founders' Fund VII-B, L.P. ("BFF VII-B"). Benchmark Capital Management Co. VII, L.L.C. ("BCMC VII"), the general partner of each of BCP VII, BFF VII and BFF VII-B, may be deemed to have sole voting and dispositive power over such shares. Matthew R. Cohler, Bruce W. Dunlevie, Peter H. Fenton, J. William Gurley, Kevin R. Harvey, Mitchell H. Lasky (a member of the Issuer's board of directors) and Steven M. Spurlock, the managing members of BCMC VII, may be deemed to share voting and dispositive power over these shares beneficially held by such entities. Each such person and entity disclaims the existence of a "group" and disclaims beneficial ownership of any securities, except to the extent of such person's or entity's pecuniary interest in such securities.

3. The shares are held by Benchmark Capital Partners VI, L.P. ("BCP VI"), for itself and as nominee for Benchmark Founders' Fund VI, L.P. ("BFF VI"), Benchmark Founders' Fund VI-B, L.P. ("BFF VI-B") and related persons. Benchmark Capital Management Co. VI, L.L.C. ("BCMC VI"), the general partner of each of BCP VI, BFF VI and BFF VI-B, may be deemed to have sole voting and dispositive power over such shares. Alexandre Balkanski, Matthew R. Cohler, Bruce W. Dunlevie, Peter H. Fenton, J. William Gurley, Kevin R. Harvey, Robert C. Kagle, Mitchell H. Lasky (a member of the Issuer's board of directors) and Steven M. Spurlock, the managing members of BCMC VI, may be deemed to share voting and dispositive power over these shares beneficially held by such entities. Each such person and entity disclaims the existence of a "group" and disclaims beneficial ownership of any securities, except to the extent of such person or entity's pecuniary interest in such securities.

	/s/ An-Yen Hu, by power of attorney for Steven M. Spurlock	10/19/2021
	/s/ An-Yen Hu, by power of attorney for Alexandre Balkanski	10/19/2021
	/s/ An-Yen Hu, by power of attorney for Bruce W. Dunlevie	10/19/2021
	/s/ An-Yen Hu, by power of attorney for Peter H. Fenton	10/19/2021
	/s/ An-Yen Hu, by power of attorney for J. William Gurley	10/19/2021
	/s/ An-Yen Hu, by power of attorney for Kevin R. Harvey	10/19/2021
	/s/ An-Yen Hu, by power of attorney for Robert C. Kagle	10/19/2021
	/s/ An-Yen Hu, by power of attorney for Matt Cohler	10/19/2021
	** Signature of Reporting Person	Date
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