UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
SeaStar Medical Holding Corporation
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
50201510
(CUSIP Number)
October 28, 2022
(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 the 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).
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CUSIP No. 50201510
| 1. | Name of Reporting Person
Dow Employees’ Pension Plan Trust | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ (Joint filers) | |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
United States of America | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power
4,751,567 shares1 | ||||
| 6. | Shared Voting Power
0 shares | |||||
| 7. | Sole Dispositive Power
4,751,567 shares2 | |||||
| 8. | Shared Dispositive Power
0 shares | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
4,751,567 shares3 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
36.5%4 | |||||
| 12. | Type of Reporting Person (See Instructions)
EP | |||||
| 1 | Consists of (i) 4,449,841 shares of the Issuer’s common stock and (ii) 301,726 shares of the Issuer’s common stock subject to warrants exercisable within 60 days of October 28, 2022. |
| 2 | See footnote 1. |
| 3 | See footnote 1. |
| 4 | The percentage ownership was calculated based upon 12,699,668 shares of the Issuer’s common stock outstanding as of October 28, 2022, as reported in the Issuer’s Current Report on Form 8-K (the “Form 8-K”) filed with the Securities and Exchange Commission (the “SEC”) on November 3, 2022. |
Page 2 of 5
| Item 1. |
| (a) | Name of Issuer
SeaStar Medical Holding Corporation | |||
| (b) | Address of Issuer’s Principal Executive Offices
3513 Brighton Boulevard Suite 410 Denver, Colorado 80216 | |||
| Item 2. |
| (a) | Name of Person Filing
See response to 2(c) | |||
| (b) | Address of Principal Business Office or, if none, Residence
See response to 2(c) | |||
| (c) | Citizenship
This statement is filed on behalf of:
Dow Employees’ Pension Plan Trust Sylvia Stoesser Center 2211 H.H. Dow Way Midland, Michigan 48674 Citizenship: United States of America
| |||
| (d) | Title of Class of Securities
Common Stock, par value $0.0001 per share | |||
| (e) | CUSIP Number
50201510 | |||
| 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 association 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); | ||||
(k) | ☐ | Group, in accordance with § 240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J), please specify the type of institution:____________________________ | ||||
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| Item 4. | Ownership |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount beneficially owned:
4,751,567 shares | |||||
| (b) | Percent of class:
36.5%. The percentage ownership was calculated based upon 12,699,668 shares of the Issuer’s common stock outstanding as of October 28, 2022, as reported in the Form 8-K filed with the SEC on November 3, 2022. | |||||
| (c) | Number of shares as to which the person has:
| |||||
| (i) | Sole power to vote or to direct the vote:
4,751,567 shares | |||||
| (ii) | Shared power to vote or to direct the vote:
0 shares | |||||
| (iii) | Sole power to dispose or to direct the disposition of:
4,751,567 shares | |||||
| (iv) | Shared power to dispose or to direct the disposition of:
0 shares | |||||
| Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ☐
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not applicable.
| 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 Group |
Not applicable.
| Item 10. | Certifications |
Not applicable.
Material Filed as Exhibits
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Signatures
After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.
November 4, 2022
| Dow Employees’ Pension Plan Trust |
/s/ Robert Sparling |
| Signature |
Robert Sparling, Trustee |
| Name/Title |
Attention: Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001).
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