Form 4 for OWLT Owlet, Inc.
Accepted 2021-07-19 00:00:00 ET · period of report 2021-07-15 · accession 0001140361-21-024843 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| MI | 2021-07-19 | 2021-07-15 | OWLT | Susan Lior | Dir, 10% | A - Grant | — | +28.49M | 14.93M | New | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock | 2021-07-15 | A | A | 13,561,716 | — | 13,561,716 | I See footnotes | — | — | (F1) On July 15, 2021, pursuant to that certain Business Combination Agreement, dated as of February 15, 2021, by and among the Issuer, Project Olympus Merger Sub, Inc. ("Merger Sub") and Owlet Baby Care Inc. ("Owlet Baby Care"), Merger Sub merged with and into Owlet Baby Care with Owlet Baby Care surviving as a wholly owned subsidiary of the Issuer (the "Merger"). Upon consummation of the Merger (the "Effective Time"), each issued and outstanding share of common stock of Owlet Baby Care was automatically cancelled and converted into approximately 2.053 (the "Exchange Ratio") shares of common stock of the Issuer. (F2) The shares of common stock 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. The reporting person 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 the reporting person disclaim beneficial ownership of the shares held by Eclipse I except to the extent of their respective pecuniary interests therein, if any. |
| 2 | Common | Common Stock | 2021-07-15 | A | A | 14,930,616 | — | 14,930,616 | I See footnotes | — | — | (F1) On July 15, 2021, pursuant to that certain Business Combination Agreement, dated as of February 15, 2021, by and among the Issuer, Project Olympus Merger Sub, Inc. ("Merger Sub") and Owlet Baby Care Inc. ("Owlet Baby Care"), Merger Sub merged with and into Owlet Baby Care with Owlet Baby Care surviving as a wholly owned subsidiary of the Issuer (the "Merger"). Upon consummation of the Merger (the "Effective Time"), each issued and outstanding share of common stock of Owlet Baby Care was automatically cancelled and converted into approximately 2.053 (the "Exchange Ratio") shares of common stock of the Issuer. (F3) 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. The reporting person 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 the reporting person disclaim beneficial ownership of the shares held by Eclipse Continuity I except to the extent of their respective pecuniary interests therein, if any. |