0001209191-23-013201.txt : 20230227 0001209191-23-013201.hdr.sgml : 20230227 20230227164357 ACCESSION NUMBER: 0001209191-23-013201 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230215 FILED AS OF DATE: 20230227 DATE AS OF CHANGE: 20230227 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GV 2016, L.P. CENTRAL INDEX KEY: 0001721789 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54892 FILM NUMBER: 23675819 BUSINESS ADDRESS: STREET 1: 1600 AMPHITHEATRE PARKWAY CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 BUSINESS PHONE: 650-335-5278 MAIL ADDRESS: STREET 1: 1600 AMPHITHEATRE PARKWAY CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Alphabet Inc. CENTRAL INDEX KEY: 0001652044 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54892 FILM NUMBER: 23675818 BUSINESS ADDRESS: STREET 1: 1600 AMPHITHEATRE PARKWAY CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 BUSINESS PHONE: 650-253-0000 MAIL ADDRESS: STREET 1: 1600 AMPHITHEATRE PARKWAY CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GV 2016 GP, L.P. CENTRAL INDEX KEY: 0001722204 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54892 FILM NUMBER: 23675820 BUSINESS ADDRESS: STREET 1: 1600 AMPHITHEATRE PARKWAY CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 BUSINESS PHONE: 650-335-5278 MAIL ADDRESS: STREET 1: 1600 AMPHITHEATRE PARKWAY CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GV 2016 GP, L.L.C. CENTRAL INDEX KEY: 0001722201 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54892 FILM NUMBER: 23675821 BUSINESS ADDRESS: STREET 1: 1600 AMPHITHEATRE PARKWAY CITY: MOUNTAIN VIEW STATE: MA ZIP: 94043 BUSINESS PHONE: 650-335-5278 MAIL ADDRESS: STREET 1: 1600 AMPHITHEATRE PARKWAY CITY: MOUNTAIN VIEW STATE: MA ZIP: 94043 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Starco Brands, Inc. CENTRAL INDEX KEY: 0001539850 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 271781753 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 250 26TH STREET STREET 2: SUITE 200 CITY: SANTA MONICA STATE: CA ZIP: 90402 BUSINESS PHONE: 818-760-1644 MAIL ADDRESS: STREET 1: 250 26TH STREET STREET 2: SUITE 200 CITY: SANTA MONICA STATE: CA ZIP: 90402 FORMER COMPANY: FORMER CONFORMED NAME: Insynergy Products, Inc DATE OF NAME CHANGE: 20120118 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2023-02-15 0 0001539850 Starco Brands, Inc. STCB 0001722201 GV 2016 GP, L.L.C. 1600 AMPHITHEATRE PARKWAY MOUNTAIN VIEW CA 94043 0 0 1 0 0001722204 GV 2016 GP, L.P. 1600 AMPHITHEATRE PARKWAY MOUNTAIN VIEW CA 94043 0 0 1 0 0001721789 GV 2016, L.P. 1600 AMPHITHEATRE PARKWAY MOUNTAIN VIEW CA 94043 0 0 1 0 0001652044 Alphabet Inc. 1600 AMPHITHEATRE PARKWAY MOUNTAIN VIEW CA 94043 0 0 1 0 Class A Common Stock 57535013 I By GV 2016, L.P. GV 2016, L.P. (the "2016 Partnership") directly acquired these securities on February 15, 2023, upon completion of, and as consideration for, the sale of shares of the equity of Soylent Nutrition, Inc., a Delaware corporation ("Soylent"), to the Issuer, in connection with the merger (the "Merger") of the Issuer's subsidiary, Starco Merger Sub I, Inc., a Delaware corporation ("Merger Sub") with and into Soylent, pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated February 14, 2023, entered into by and among: (i) the Issuer; (ii) Merger Sub; (iii) Soylent; and (iv) Hamilton Start, LLC, solely in its capacity as the representative of the Soylent equityholders. Pursuant to the terms of the Merger Agreement, as a former preferred stockholder of Soylent, the 2016 Partnership may also be entitled to receive in the future additional shares ("Adjustment Shares") of the Issuer's Class A Common Stock in connection with a post-closing adjustment (the "Post-Closing Adjustment"), subject to the final determination of calculations of Soylent's working capital, cash at closing, indebtedness at closing and certain unpaid Merger transaction expenses in excess of the amount reimbursed by the Issuer. The 2016 Partnership's right to receive any Adjustment Shares issuable pursuant to the Post Closing Adjustment provision in the Merger Agreement became fixed and irrevocable on February 15, 2023, the effective date of the Merger. The securities reported in this row are directly held by the 2016 Partnership. The general partner of the 2016 Partnership is GV 2016 GP, L.P. ("2016 GP"). The general partner of 2016 GP is GV 2016 GP, L.L.C. ("2016 LLC"). The sole managing member of 2016 LLC is Alphabet Holdings LLC ("Alphabet Holdings"). The sole managing member of Alphabet Holdings is XXVI Holdings Inc. ("XXVI"). The controlling stockholder of XXVI is Alphabet Inc. Each of 2016 GP, 2016 LLC, Alphabet Holdings, XXVI, and Alphabet Inc. may be deemed to have voting and investment discretion over the securities directly beneficially owned by the 2016 Partnership. Each of the aforementioned parties disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. /s/ Inga Goldbard, General Counsel of GV 2016 GP, L.L.C. 2023-02-27 /s/ Inga Goldbard, General Counsel of GV 2016 GP, L.P. 2023-02-27 /s/ Inga Goldbard, General Counsel of GV 2016, L.P. 2023-02-27 /s/ Kathryn W. Hall, Assistant Secretary of Alphabet Inc. 2023-02-27