Amendment No. 13

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

9,081,286

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

9,081,286

0001193125-21-280184.txt : 20210923 0001193125-21-280184.hdr.sgml : 20210923 20210923090033 ACCESSION NUMBER: 0001193125-21-280184 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20210923 DATE AS OF CHANGE: 20210923 GROUP MEMBERS: ABDIEL CAPITAL ADVISORS, LP GROUP MEMBERS: ABDIEL CAPITAL MANAGEMENT, LLC GROUP MEMBERS: ABDIEL CAPITAL, LP GROUP MEMBERS: COLIN T. MORAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Cricut, Inc. CENTRAL INDEX KEY: 0001828962 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 870282025 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-92454 FILM NUMBER: 211271174 BUSINESS ADDRESS: STREET 1: 10855 SOUTH RIVER FRONT PARKWAY CITY: SOUTH JORDAN STATE: UT ZIP: 84095 BUSINESS PHONE: 877-727-4288 MAIL ADDRESS: STREET 1: 10855 SOUTH RIVER FRONT PARKWAY CITY: SOUTH JORDAN STATE: UT ZIP: 84095 FORMER COMPANY: FORMER CONFORMED NAME: Cricut Inc DATE OF NAME CHANGE: 20201019 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Abdiel Qualified Master Fund LP CENTRAL INDEX KEY: 0001508239 IRS NUMBER: 208096029 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 90 PARK AVENUE, 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 646-496-9351 MAIL ADDRESS: STREET 1: 90 PARK AVENUE, 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 SC 13D/A 1 d185492dsc13da.htm AMENDMENT NO. 13 Amendment No. 13

CUSIP No. 22658D100

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

(Rule 13d-101)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 13)*

Cricut, Inc.

(Name of Issuer)

Class A Common Stock, $0.001 par value per share

(Title of Class of Securities)

22658D100

(CUSIP Number)

Abdiel Capital

90 Park Avenue, 29^th Floor

New York, NY 10016

Attn: Colin T. Moran

Tel: (646) 496-9202

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 22, 2021

(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☒

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*	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).

CUSIP No. 22658D100


1.		NAME OF REPORTING PERSONS Abdiel Qualified Master Fund, LP I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) (VOLUNTARY)
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3.		SEC USE ONLY
4.		SOURCE OF FUNDS WC
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands

(1)	Based on 24,464,418 shares of Class A Common Stock outstanding as of August 5, 2021, as reported in the Issuer’s Report on Form 10-Q for the period ended June 30, 2021 filed with the Securities and Exchange Commission on August 13, 2021.

CUSIP No. 22658D100


1.		NAME OF REPORTING PERSONS Abdiel Capital, LP I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) (VOLUNTARY)
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3.		SEC USE ONLY
4.		SOURCE OF FUNDS WC
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

(1)	Based on 24,464,418 shares of Class A Common Stock outstanding as of August 5, 2021, as reported in the Issuer’s Report on Form 10-Q for the period ended June 30, 2021 filed with the Securities and Exchange Commission on August 13, 2021.

CUSIP No. 22658D100


1.		NAME OF REPORTING PERSONS Abdiel Capital Management, LLC I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) (VOLUNTARY)
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3.		SEC USE ONLY
4.		SOURCE OF FUNDS AF
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

(1)	Consists of 9,081,286 shares of Common Stock held by Abdiel Qualified Master Fund, LP and 282,539 shares of Common Stock held by Abdiel Capital, LP.

(2)	Based on 24,464,418 shares of Class A Common Stock outstanding as of August 5, 2021, as reported in the Issuer’s Report on Form 10-Q for the period ended June 30, 2021 filed with the Securities and Exchange Commission on August 13, 2021.

CUSIP No. 22658D100


1.	NAME OF REPORTING PERSONS Abdiel Capital Advisors, LP I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) (VOLUNTARY)
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3.	SEC USE ONLY
4.	SOURCE OF FUNDS AF
5.	CHECK BOX 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 9,363,825 (1)
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 9,363,825 (1)
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,363,825 (1)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 38.3% (2)
14.	TYPE OF REPORTING PERSON PN, IA

(1)	Consists of 9,081,286 shares of Common Stock held by Abdiel Qualified Master Fund, LP and 282,539 shares of Common Stock held by Abdiel Capital, LP.

(2)	Based on 24,464,418 shares of Class A Common Stock outstanding as of August 5, 2021, as reported in the Issuer’s Report on Form 10-Q for the period ended June 30, 2021 filed with the Securities and Exchange Commission on August 13, 2021.

CUSIP No. 22658D100


1.	NAME OF REPORTING PERSONS Colin T. Moran I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) (VOLUNTARY)
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3.	SEC USE ONLY
4.	SOURCE OF FUNDS AF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6.	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 9,363,825 (1)
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 9,363,825 (1)
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,363,825 (1)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 38.3% (2)
14.	TYPE OF REPORTING PERSON IN

(1)	Consists of 9,081,286 shares of Common Stock held by Abdiel Qualified Master Fund, LP and 282,539 shares of Common Stock held by Abdiel Capital, LP.

(2)	Based on 24,464,418 shares of Class A Common Stock outstanding as of August 5, 2021, as reported in the Issuer’s Report on Form 10-Q for the period ended June 30, 2021 filed with the Securities and Exchange Commission on August 13, 2021.

CUSIP No. 22658D100

AMENDMENT NO. 13 TO SCHEDULE 13D

Reference is hereby made to the statement on Schedule 13D filed with the Securities and Exchange Commission by the Reporting Persons with respect to the Common Stock of the Issuer on June 25, 2021, Amendment No. 1 thereto filed on July 13, 2021, Amendment No. 2 thereto filed on July 14, 2021, Amendment No. 3 thereto filed on July 20, 2021, Amendment No. 4 thereto filed on July 30, 2021, Amendment No. 5 thereto filed on August 2, 2021, Amendment No. 6 thereto filed on August 13, 2021, Amendment No. 7 thereto filed on August 18, 2021, Amendment No. 8 thereto filed on August 19, 2021, Amendment No. 9 thereto filed on August 23, 2021, Amendment No. 10 thereto filed on August 27, 2021, Amendment No. 11 thereto filed on September 16, 2021 and Amendment No. 12 thereto filed on September 20, 2021 (as so amended, the “Schedule 13D”). Terms defined in the Schedule 13D are used herein as so defined.

Item 5.

Interest in Securities of the Issuer.

The following paragraphs of Item 5 of the Schedule 13D are hereby amended and restated as follows:

(a) – (b) The information requested by these paragraphs is incorporated herein by reference to the cover pages to this Amendment No. 13 to Schedule 13D.

(c) Information with respect to all transactions in the Common Stock effected by the Reporting Persons since the filing of Amendment No. 12 to the Schedule 13D is incorporated herein by reference to Exhibit A attached hereto.

Item 7.

Material to be Filed as Exhibits.

Exhibit A—Transactions Since the Filing of Amendment No. 12 to the Schedule 13D

CUSIP No. 22658D100

SIGNATURES

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: September 23, 2021


ABDIEL QUALIFIED MASTER FUND, LP

By:		Abdiel Capital Management, LLC, its General Partner

By:		/s/ Colin T. Moran
		Colin T. Moran, Managing Member

ABDIEL CAPITAL, LP

By:		Abdiel Capital Management, LLC, its General Partner

By:		/s/ Colin T. Moran
		Colin T. Moran, Managing Member

ABDIEL CAPITAL MANAGEMENT, LLC

By:		/s/ Colin T. Moran
		Colin T. Moran, Managing Member

ABDIEL CAPITAL ADVISORS, LP

By:		Abdiel Capital Partners, LLC, its General Partner

By:		/s/ Colin T. Moran
		Colin T. Moran, Managing Member

COLIN T. MORAN

By:		/s/ Colin T. Moran
		Colin T. Moran, Individually

EX-99.A 2 d185492dex99a.htm EX-99.A EX-99.A

CUSIP No. 22658D100

EXHIBIT A

TRANSACTIONS EFFECTED SINCE THE FILING OF AMENDMENT NO. 12 TO THE SCHEDULE 13D

All of the below transactions in the Common Stock were traded in the ordinary course on the NASDAQ Stock Market.

Abdiel Capital Advisors, LP serves as the investment manager of Abdiel Qualified Master Fund, LP and effected the below transactions.


Transaction Date	Transaction Type		Amount of Securities		Price Per Share
9/20/2021		Purchase		158,344	$	29.95	(1)
9/21/2021		Purchase		39,508	$	30.76	(2)
9/21/2021		Purchase		22,307	$	31.30	(3)
9/22/2021		Purchase		9,529	$	30.93	(4)
9/22/2021		Purchase		30,594	$	31.43	(5)
9/22/2021		Purchase		194	$	32.00

Abdiel Capital Advisors, LP serves as the investment manager of Abdiel Capital, LP and effected the below transactions.


Transaction Date	Transaction Type		Amount of Securities		Price Per Share
9/20/2021		Purchase		4,969	$	29.95	(1)
9/21/2021		Purchase		1,265	$	30.76	(2)
9/21/2021		Purchase		715	$	31.30	(3)
9/22/2021		Purchase		297	$	30.93	(4)
9/22/2021		Purchase		953	$	31.43	(5)
9/22/2021		Purchase		6	$	32.00

(1)

The price reported for the Common Stock is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $29.45 to $30.30. The Reporting Persons undertake to provide to the Issuer, any shareholder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

(2)

The price reported for the Common Stock is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $30.13 to $30.98. The Reporting Persons undertake to provide to the Issuer, any shareholder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

(3)

The price reported for the Common Stock is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $31.00 to $31.45. The Reporting Persons undertake to provide to the Issuer, any shareholder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

(4)

The price reported for the Common Stock is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $30.85 to $30.99. The Reporting Persons undertake to provide to the Issuer, any shareholder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

(5)

The price reported for the Common Stock is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $31.00 to $31.99. The Reporting Persons undertake to provide to the Issuer, any shareholder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.