4//SEC Filing
Eclipse Ventures Fund I, L.P. 4
Accession 0000950170-24-099898
CIK 0001816708other
Filed
Aug 21, 8:00 PM ET
Accepted
Aug 22, 4:52 PM ET
Size
20.2 KB
Accession
0000950170-24-099898
Insider Transaction Report
Form 4
Owlet, Inc.OWLT
Eclipse Early Growth Fund I, L.P.
Director10% OwnerOther
Transactions
- Conversion
Common Stock
2024-08-20+1,766,763→ 1,766,763 total(indirect: See footnote) - Conversion
Series A Convertible Preferred Stock
2024-08-20$1000.00/sh−12,120$12,120,000→ 8,080 total(indirect: See footnote)Exercise: $0.00From: 2023-02-17→ Common Stock (1,766,763 underlying)
Holdings
- 968,694(indirect: See footnote)
Common Stock
- 1,066,472(indirect: See footnote)
Common Stock
Eclipse Continuity GP I, LLC
Director10% OwnerOther
Transactions
- Conversion
Common Stock
2024-08-20+1,766,763→ 1,766,763 total(indirect: See footnote) - Conversion
Series A Convertible Preferred Stock
2024-08-20$1000.00/sh−12,120$12,120,000→ 8,080 total(indirect: See footnote)Exercise: $0.00From: 2023-02-17→ Common Stock (1,766,763 underlying)
Holdings
- 968,694(indirect: See footnote)
Common Stock
- 1,066,472(indirect: See footnote)
Common Stock
Eclipse Early Growth GP I, LLC
Director10% OwnerOther
Transactions
- Conversion
Series A Convertible Preferred Stock
2024-08-20$1000.00/sh−12,120$12,120,000→ 8,080 total(indirect: See footnote)Exercise: $0.00From: 2023-02-17→ Common Stock (1,766,763 underlying) - Conversion
Common Stock
2024-08-20+1,766,763→ 1,766,763 total(indirect: See footnote)
Holdings
- 1,066,472(indirect: See footnote)
Common Stock
- 968,694(indirect: See footnote)
Common Stock
Eclipse Continuity Fund I, L.P.
Director10% OwnerOther
Transactions
- Conversion
Series A Convertible Preferred Stock
2024-08-20$1000.00/sh−12,120$12,120,000→ 8,080 total(indirect: See footnote)Exercise: $0.00From: 2023-02-17→ Common Stock (1,766,763 underlying) - Conversion
Common Stock
2024-08-20+1,766,763→ 1,766,763 total(indirect: See footnote)
Holdings
- 1,066,472(indirect: See footnote)
Common Stock
- 968,694(indirect: See footnote)
Common Stock
Eclipse Ventures GP I, LLC
Director10% OwnerOther
Transactions
- Conversion
Series A Convertible Preferred Stock
2024-08-20$1000.00/sh−12,120$12,120,000→ 8,080 total(indirect: See footnote)Exercise: $0.00From: 2023-02-17→ Common Stock (1,766,763 underlying) - Conversion
Common Stock
2024-08-20+1,766,763→ 1,766,763 total(indirect: See footnote)
Holdings
- 968,694(indirect: See footnote)
Common Stock
- 1,066,472(indirect: See footnote)
Common Stock
Eclipse Ventures Fund I, L.P.
Director10% OwnerOther
Transactions
- Conversion
Common Stock
2024-08-20+1,766,763→ 1,766,763 total(indirect: See footnote) - Conversion
Series A Convertible Preferred Stock
2024-08-20$1000.00/sh−12,120$12,120,000→ 8,080 total(indirect: See footnote)Exercise: $0.00From: 2023-02-17→ Common Stock (1,766,763 underlying)
Holdings
- 968,694(indirect: See footnote)
Common Stock
- 1,066,472(indirect: See footnote)
Common Stock
Footnotes (5)
- [F1]The shares of Class A common stock, par value $0.0001 per share (the "Common Stock"), of the Issuer are held of record by Eclipse Ventures Fund I, L.P. ("Eclipse I"). Eclipse Ventures GP I, LLC ("Eclipse I GP") is the general partner of Eclipse I and may be deemed to have voting and dispositive power over the shares held by Eclipse I. Lior Susan, a member of the Issuer's board of directors, is the sole managing member of Eclipse I GP and may be deemed to have voting and dispositive power over the shares held by Eclipse I. Eclipse I GP and Mr. Susan disclaim beneficial ownership of the shares held by Eclipse I except to the extent of their respective pecuniary interests therein, if any.
- [F2]The shares of Common Stock are held of record by Eclipse Continuity Fund I, L.P. ("Eclipse Continuity I"). Eclipse Continuity GP I, LLC ("Eclipse Continuity GP") is the general partner of Eclipse Continuity I and may be deemed to have voting and dispositive power over the shares held by Eclipse Continuity I. Mr. Susan, a member of the Issuer's board of directors, is the sole managing member of Eclipse Continuity GP and may be deemed to have voting and dispositive power over the shares held by Eclipse Continuity I. Eclipse Continuity GP and Mr. Susan disclaim beneficial ownership of the shares held by Eclipse Continuity I except to the extent of their respective pecuniary interests therein, if any.
- [F3]On August 20, 2024, Eclipse Early Growth Fund I, L.P. ("Eclipse EGF I") converted 12,120 shares of Series A Convertible Preferred Stock of the Issuer at an exchange ratio of 145.7726, pursuant to the terms and conditions of the Investment Agreement (Excluded Investors), dated February 17, 2023, by and among the Issuer, Eclipse EGF I and the other parties thereto. The number of shares and exchange ratio have been adjusted to reflect the 1-for-14 reverse stock split the Issuer completed on July 7, 2023.
- [F4]The shares of Common Stock are held of record by Eclipse EGF I. Eclipse Early Growth GP I, LLC ("Eclipse EG GP I") is the general partner of Eclipse EGF I and may be deemed to have voting and dispositive power over the shares held by Eclipse EGF I. Mr. Susan is the sole managing member of Eclipse EG GP I and may be deemed to have voting and dispositive power over the shares held by Eclipse EGF I. Eclipse EG GP I and Mr. Susan disclaim beneficial ownership of the shares held by Eclipse EGF I except to the extent of their respective pecuniary interests therein, if any.
- [F5]The Series A Convertible Preferred Stock does not have an expiration date.
Documents
Issuer
Owlet, Inc.
CIK 0001816708
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001641394
Filing Metadata
- Form type
- 4
- Filed
- Aug 21, 8:00 PM ET
- Accepted
- Aug 22, 4:52 PM ET
- Size
- 20.2 KB