SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
OWLET, INC.
(Name of Issuer)
Class A Common Stock, $0.0001 par value per share
(Title of Class of Securities)
69120X206
(CUSIP Number)
Lior Susan
Managing Member
Eclipse Ventures
514 High Street, Suite 4
Palo Alto, CA 94301
(650) 720-4667
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
August 20, 2024
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.
| * | 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 disclosures provided in a prior cover page. |
The information required on 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).
(Continued on following pages)
| CUSIP No. 69120X206 | 13D |
| 1 |
NAMES OF REPORTING PERSONS
Eclipse Continuity GP I, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (see instructions)
AF | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
1,066,472 (1) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
1,066,472 (1) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,066,472 (1) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.1% (1) (2) | |||||
| 14 | TYPE OF REPORTING PERSON (see instructions)
OO | |||||
| (1) | All shares are held by Eclipse Continuity I (as defined in Item 2(a) of the Original Schedule 13D, as defined below). Eclipse Continuity GP (as defined in Item 2(a) of the Original Schedule 13D) 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. Lior 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 with respect to these securities. |
| (2) | Based on 11,710,310 shares of the Issuer’s (as defined in the Explanatory Note below) Class A Common Stock (as defined in the Explanatory Note below) outstanding following the Conversion (as defined in Item 4 below), as reported by the Issuer in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on August 22, 2024 (the “Form 8-K”). |
| CUSIP No. 69120X206 | 13D |
| 1 |
NAMES OF REPORTING PERSONS
Eclipse Continuity Fund I, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (see instructions)
WC | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
1,066,472 (1) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
1,066,472 (1) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,066,472 (1) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.1% (1) (2) | |||||
| 14 | TYPE OF REPORTING PERSON (see instructions)
PN | |||||
| (1) | All shares are held by Eclipse Continuity I. 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. Lior 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 with respect to these securities. |
| (2) | Based on 11,710,310 shares of the Issuer’s Class A Common Stock outstanding following the Conversion, as reported by the Issuer in its Form 8-K. |
| CUSIP No. 69120X206 | 13D |
| 1 |
NAMES OF REPORTING PERSONS
Eclipse Ventures GP I, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (see instructions)
AF | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
968,694 (1) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
968,694 (1) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
968,694 (1) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
8.3% (1) (2) | |||||
| 14 | TYPE OF REPORTING PERSON (see instructions)
OO | |||||
| (1) | All shares are held by Eclipse I (as defined in Item 2(a) of the Original Schedule 13D). Eclipse I GP (as defined in Item 2(a) of the Original Schedule 13D) 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 with respect to these securities. |
| (2) | Based on 11,710,310 shares of the Issuer’s Class A Common Stock outstanding following the Conversion, as reported by the Issuer in its Form 8-K |
| CUSIP No. 69120X206 | 13D |
| 1 |
NAMES OF REPORTING PERSONS
Eclipse Ventures Fund I, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (see instructions)
WC | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
968,694 (1) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
968,694 (1) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
968,694 (1) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
8.3% (1) (2) | |||||
| 14 | TYPE OF REPORTING PERSON (see instructions)
PN | |||||
| (1) | All shares are held by Eclipse I. 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 with respect to these securities. |
| (2) | Based on 11,710,310 shares of the Issuer’s Class A Common Stock outstanding following the Conversion, as reported by the Issuer in its Form 8-K. |
| CUSIP No. 69120X206 | 13D |
| 1 |
NAMES OF REPORTING PERSONS
Eclipse Early Growth GP I, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (see instructions)
AF | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
5,532,735 (1) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
5,532,735 (1) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,532,735 (1) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
35.7% (1) (2) | |||||
| 14 | TYPE OF REPORTING PERSON (see instructions)
OO | |||||
| (1) | These securities are held by Eclipse EGF I and consist of (i) 1,766,763 shares of Class A Common Stock, plus (ii) an aggregate of 3,765,972 shares of Class A Common Stock issuable upon conversion of shares of Series A Convertible Preferred Stock (as defined in Item 6 of the Original Schedule 13D) and/or Series B Convertible Preferred Stock (as defined in Item 6 of the Original Schedule 13D) and/or upon exercise of the Warrants (as defined in Item 6 of the Original Schedule 13D). This total excludes an aggregate of 4,657,083 shares of Class A Common Stock issuable upon the conversion of shares of Series A Convertible Preferred Stock and/or Series B Convertible Preferred Stock held by Eclipse EGF I and/or upon exercise of the Warrants (as defined in Item 6 of the Original Schedule 13D) held by Eclipse EGF I as a result of the 2024 Individual Holder Share Cap (as defined in Item 6 of the Original Schedule 13D). Eclipse EG GP I (as defined in Item 2(a) of the Original Schedule 13D) 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 with respect to these securities. |
| (2) | Based on (i) 11,710,310 shares of the Issuer’s Class A Common Stock outstanding following the Conversion, as reported by the Issuer in its Form 8-K, plus (ii) the issuance of an aggregate of 3,765,972 shares of Class A Common Stock upon the conversion of shares of Series A Convertible Preferred Stock and/or Series B Convertible Preferred Stock held by Eclipse EGF I and/or upon exercise of the Warrants held by Eclipse EGF I. |
| CUSIP No. 69120X206 | 13D |
| 1 |
NAMES OF REPORTING PERSONS
Eclipse Early Growth Fund I, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (see instructions)
WC | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
5,532,735 (1) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
5,532,735 (1) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,532,735 (1) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
35.7% (1) (2) | |||||
| 14 | TYPE OF REPORTING PERSON (see instructions)
PN | |||||
| (1) | These securities are held by Eclipse EGF I and consist of (i) 1,766,763 shares of Class A Common Stock, plus (ii) an aggregate of 3,765,972 shares of Class A Common Stock issuable upon conversion of shares of Series A Convertible Preferred Stock and/or Series B Convertible Preferred Stock and/or upon exercise of the Warrants. This total excludes an aggregate of 4,657,083 shares of Class A Common Stock issuable upon the conversion of shares of Series A Convertible Preferred Stock and/or Series B Convertible Preferred Stock held by Eclipse EGF I and/or upon exercise of the Warrants held by Eclipse EGF I as a result of the 2024 Individual Holder Share Cap. 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 with respect to these securities. |
| (2) | Based on (i) 11,710,310 shares of the Issuer’s Class A Common Stock outstanding following the Conversion, as reported by the Issuer in its Form 8-K, plus (ii) the issuance of an aggregate of 3,765,972 shares of Class A Common Stock upon the conversion of shares of Series A Convertible Preferred Stock and/or Series B Convertible Preferred Stock held by Eclipse EGF I and/or upon exercise of the Warrants held by Eclipse EGF I. |
| CUSIP No. 69120X206 | 13D |
| 1 |
NAMES OF REPORTING PERSONS
Lior Susan | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (see instructions)
AF | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
7,567,901 (1) | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
7,567,901 (1) | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,567,901 (1) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
48.9% (1) (2) | |||||
| 14 | TYPE OF REPORTING PERSON (see instructions)
IN | |||||
| (1) | Consists of (i) 1,066,472 shares of Class A Common Stock held by Eclipse Continuity I, (ii) 968,694 shares of Class A Common Stock held by Eclipse I, (iii) 1,766,763 shares of Class A Common Stock held by Eclipse EGF I and (iv) an aggregate of 3,765,972 shares of Class A Common Stock issuable upon conversion of shares of Series A Convertible Preferred Stock and/or Series B Convertible Preferred Stock held by Eclipse EGF I and/or upon exercise of the Warrants held by Eclipse EGF I. This total excludes an aggregate of 4,657,083 shares of Class A Common Stock issuable upon the conversion of shares of Series A Convertible Preferred Stock and/or Series B Convertible Preferred Stock held by Eclipse EGF I and/or upon exercise of the Warrants held by Eclipse EGF I as a result of the 2024 Individual Holder Share Cap. 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. 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. 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 each of Eclipse Continuity GP, Eclipse I GP and Eclipse EG GP I and may be deemed to have voting and dispositive power with respect to the shares held by each of Eclipse Continuity I, Eclipse I and Eclipse EGF I. |
| (2) | Based on (i) 11,710,310 shares of the Issuer’s Class A Common Stock outstanding following the Conversion, as reported by the Issuer in its Form 8-K, plus (ii) the issuance of an aggregate of 3,765,972 shares of Class A Common Stock upon the conversion of shares of Series A Convertible Preferred Stock and/or Series B Convertible Preferred Stock held by Eclipse EGF I and/or upon exercise of the Warrants held by Eclipse EGF I |
| CUSIP No. 69120X206 | 13D |
Explanatory Note:
This joint statement on Schedule 13D/A (this “Statement”) is filed with respect to the Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”), of Owlet, Inc., a Delaware corporation (the “Issuer”). This Amendment No. 3 supplements and amends the Schedule 13D relating to the Class A Common Stock of the Issuer that was filed with the Commission on July 26, 2021, as amended by Amendment No. 1 filed with the Commission on February 27, 2023, Amendment No. 2 filed with the Commission on February 8, 2024 and Amendment No. 3 filed with the Commission on March 4, 2024 (the “Original Schedule 13D”). Only those items that are reported are hereby amended; all other items reported in the Original Schedule 13D remain unchanged. Capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Original Schedule 13D. Information given in response to each item shall be deemed incorporated by reference in all other items as applicable.
Item 4. Purpose of Transaction.
On August 20, 2024, 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 Series B Certificate of Designation, into an aggregate of 1,766,763 shares of Class A Common Stock (the “Conversion”). Except as set forth above, the Reporting Persons have no present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of the Original Schedule 13D.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: August 22, 2024
| ECLIPSE VENTURES FUND I, L.P. | ||
| By: | Eclipse Ventures GP I, LLC | |
| Its: | General Partner | |
| By: | /s/ Lior Susan | |
| Lior Susan | ||
| Its: | Managing Member | |
| ECLIPSE VENTURES GP I, LLC | ||
| By: | /s/ Lior Susan | |
| Lior Susan | ||
| Its: | Managing Member | |
| ECLIPSE CONTINUITY FUND I, L.P. | ||
| By: | Eclipse Continuity GP I, LLC | |
| Its: | General Partner | |
| By: | /s/ Lior Susan | |
| Lior Susan | ||
| Its: | Managing Member | |
| ECLIPSE CONTINUITY GP I, LLC | ||
| By: | /s/ Lior Susan | |
| Lior Susan | ||
| Its: | Managing Member | |
| ECLIPSE EARLY GROWTH FUND I, L.P. | ||
| By: | Eclipse Early Growth GP I, LLC | |
| Its: | General Partner | |
| By: | /s/ Lior Susan | |
| Lior Susan | ||
| Its: | Managing Member | |
| ECLIPSE EARLY GROWTH GP I, LLC | ||
| By: | /s/ Lior Susan | |
| Lior Susan | ||
| Its: | Managing Member | |
| /s/ Lior Susan | ||
| Lior Susan | ||