| Item 1. | |
| (a) | Name of issuer:
Honest Company, Inc. |
| (b) | Address of issuer's principal executive
offices:
12130 Millennium Dr., #500, Los Angeles, California, 90094 |
| Item 2. | |
| (a) | Name of person filing:
Divisadero Street Capital Management, LP
William Zolezzi
Divisadero Street Partners, L.P.
Divisadero Street Partners GP, LLC
Divisadero Street Capital, LLC |
| (b) | Address or principal business office or, if
none, residence:
Divisadero Street Capital Management, LP
3480 Main Highway, Suite 204
Miami, FL 33133
William Zolezzi
c/o Divisadero Street Capital Management, LP
3480 Main Highway, Suite 204
Miami, FL 33133
Divisadero Street Partners, L.P.
3480 Main Highway, Suite 204
Miami, FL 33133
Divisadero Street Partners GP, LLC
3480 Main Highway, Suite 204
Miami, FL 33133
Divisadero Street Capital, LLC
3480 Main Highway, Suite 204
Miami, FL 33133 |
| (c) | Citizenship:
Divisadero Street Capital Management, LP - Delaware
William Zolezzi - United States
Divisadero Street Partners, L.P. - Delaware
Divisadero Street Partners GP, LLC - Delaware
Divisadero Street Capital, LLC - Delaware |
| (d) | Title of class of securities:
Common Stock, $0.0001 par value per share |
| (e) | CUSIP No.:
438333106 |
| 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: |
| (a) |  Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please
specify the type of institution: |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). |
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
Divisadero Street Capital Management, LP - 5,531,931
William Zolezzi - 5,531,931
Divisadero Street Partners, L.P. - 5,090,273
Divisadero Street Partners GP, LLC - 5,090,273
Divisadero Street Capital, LLC - 5,531,931 |
| (b) | Percent of class:
Divisadero Street Capital Management, LP - 5.5%
William Zolezzi - 5.5%
Divisadero Street Partners, L.P. - 5.1%
Divisadero Street Partners GP, LLC - 5.1%
Divisadero Street Capital, LLC - 5.5% % |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
Divisadero Street Capital Management, LP - 0
William Zolezzi - 0
Divisadero Street Partners, L.P. - 0
Divisadero Street Partners GP, LLC - 0
Divisadero Street Capital, LLC - 0
|
| | (ii) Shared power to vote or to direct the
vote:
Divisadero Street Capital Management, LP - 5,531,931
William Zolezzi - 5,531,931
Divisadero Street Partners, L.P. - 5,090,273
Divisadero Street Partners GP, LLC - 5,090,273
Divisadero Street Capital, LLC - 5,531,931
|
| | (iii) Sole power to dispose or to direct the
disposition of:
Divisadero Street Capital Management, LP - 0
William Zolezzi - 0
Divisadero Street Partners, L.P. - 0
Divisadero Street Partners GP, LLC - 0
Divisadero Street Capital, LLC - 0
|
| | (iv) Shared power to dispose or to direct the
disposition of:
Divisadero Street Capital Management, LP - 5,531,931
William Zolezzi - 5,531,931
Divisadero Street Partners, L.P. - 5,090,273
Divisadero Street Partners GP, LLC - 5,090,273
Divisadero Street Capital, LLC - 5,531,931
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of
Another Person. |
| |
If any other person is known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to
that effect should be included in response to this item and, if such interest relates to more
than 5 percent of the class, such person should be identified. A listing of the shareholders of
an investment company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
All of the securities reported in this Schedule 13G are directly owned by advisory clients of Divisadero Street Capital Management, LP. None of those advisory clients, other than Divisadero Street Partners, L.P., may be deemed to beneficially own more than 5% of the Common Stock, $0.0001 par value. |
| Item 7. | Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or
Control Person. |
| |
If a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the
Item 3 classification of the relevant subsidiary. If a parent holding company has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the
identification of the relevant subsidiary.
Please see Exhibit B attached hereto. |
| Item 8. | Identification and Classification of Members of
the Group. |
| |
Not Applicable
|
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
Rule
13d-1(c)