0001903596-23-000492.txt : 20230622 0001903596-23-000492.hdr.sgml : 20230622 20230622123448 ACCESSION NUMBER: 0001903596-23-000492 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20230622 DATE AS OF CHANGE: 20230622 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FOXO TECHNOLOGIES INC. CENTRAL INDEX KEY: 0001812360 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 851050265 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-91932 FILM NUMBER: 231032309 BUSINESS ADDRESS: STREET 1: 729 WASHINGTON AVE. N STREET 2: SUITE 600 CITY: MINNEAPOLIS STATE: MN ZIP: 55401 BUSINESS PHONE: (612) 562-9447 MAIL ADDRESS: STREET 1: 729 WASHINGTON AVE. N STREET 2: SUITE 600 CITY: MINNEAPOLIS STATE: MN ZIP: 55401 FORMER COMPANY: FORMER CONFORMED NAME: Delwinds Insurance Acquisition Corp. DATE OF NAME CHANGE: 20200518 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Dowling Vincent J. Jr CENTRAL INDEX KEY: 0001599510 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 54 LEDYARD CITY: WEST HARTFORD STATE: CT ZIP: 06117 SC 13G 1 sc13g.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

 

SCHEDULE 13G

(Amendment No. ___)

 

 

Under the Securities Exchange Act of 1934

 

FOXO Technologies Inc.

(Name of Issuer)

 

Class A Common Stock, par value $0.0001

(Title of Class of Securities)

 

351471107

(CUSIP Number)

 

September 16, 2022

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

[ ]         Rule 13d-1(b)

 

[X]       Rule 13d-1(c)

 

[ ]         Rule 13d-1(d)

 

* 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).

 

 

 

 

 1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) 

 

VINCENT J. DOWLING, JR.

 2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 

(a)  o (b)  o 

 3

SEC USE ONLY 

 

 4

CITIZENSHIP OR PLACE OF ORGANIZATION

  UNITED STATES

NUMBER OF

 

SHARES

 

BENEFICIALLY

 

OWNED BY

 

EACH

 

REPORTING

 

PERSON

 

WITH:

   5

SOLE VOTING POWER

 

0

 

  6

SHARED VOTING POWER

 

2,503,619(1)

 

  7

SOLE DISPOSITIVE POWER

 

0

 

  8

SHARED DISPOSITIVE POWER

 

  2,503,619(1)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,503,619(1)

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

9.18% (1)

 

12

TYPE OF REPORTING PERSON* 

IN

 

CUSIP No. 351471107

 

 
(1) Includes warrants to purchase 97,333 shares of Class A Common Stock issued to Coat Tail Partners, LLC, which are currently exerciseable.

 

 

 

 

 1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) 

 

BABOON PARTNERS, LLC

 2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 

(a)  o (b)  o 

 3

SEC USE ONLY 

 

 4

CITIZENSHIP OR PLACE OF ORGANIZATION

  FLORIDA

NUMBER OF

 

SHARES

 

BENEFICIALLY

 

OWNED BY

 

EACH

 

REPORTING

 

PERSON

 

WITH:

   5

SOLE VOTING POWER

 

0

 

  6

SHARED VOTING POWER

 

1,300,405

 

  7

SOLE DISPOSITIVE POWER

 

0

 

  8

SHARED DISPOSITIVE POWER

 

  1,300,405

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,300,405

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.79%

 

12

TYPE OF REPORTING PERSON* 

OO

 

CUSIP No. 351471107

 

 

 

 

 1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) 

 

COAT TAIL PARTNERS, LLC

 2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 

(a)  o (b)  o 

 3

SEC USE ONLY 

 

 4

CITIZENSHIP OR PLACE OF ORGANIZATION

  FLORIDA

NUMBER OF

 

SHARES

 

BENEFICIALLY

 

OWNED BY

 

EACH

 

REPORTING

 

PERSON

 

WITH:

   5

SOLE VOTING POWER

 

0

 

  6

SHARED VOTING POWER

 

1,203,214(1)

 

  7

SOLE DISPOSITIVE POWER

 

0

 

  8

SHARED DISPOSITIVE POWER

 

  1,203,214(1)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,203,214(1)

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.41% (1)

 

12

TYPE OF REPORTING PERSON* 

OO

 

CUSIP No. 351471107

 

 

 

 

(1) Includes warrants to purchase 97,333 shares of Class A Common Stock issued to Coat Tail Partners, LLC, which are currently exerciseable.

 

Item 1  (a) Name of Issuer:

 

FOXO Technologies Inc. (the “Company”)

 

(b)       Address of Issuer’s Principal Executive Offices:

 

729 N. Washington Ave., Suite 600

Minneapolis, MN 55401

 

Item 2 (a) Name of Person Filing:

 

This statement is filed by:

(i)       Vincent J. Dowling, Jr. (“Mr Dowling”), who serves as the manager of Baboon Partners, LLC and as the manager of Coat Tail Partners, LLC, with respect to the shares of Class A Common Stock directly owned by Baboon Partners and Coat Tail.

(ii)       Baboon Partners, LLC, a Florida limited liability company (“Baboon Partners”), with respect to the shares of Class A Common Stock directly owned by it.

 

(iii)       Coat Tail Partners, LLC, a Florida limited liability company (“Coat Tail”), with respect to the shares of Class A Common Stock directly owned by it.

The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.”

The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of the shares of Class A Common Stock or Warrants reported herein.

 

(b)       Address of Principal Office, or if None, Residence:

 

The address of the business office of each of the Reporting Persons is 7 Sea Court

Vero Beach, FL 32963.

 

(c)       Citizenship:

 

Mr. Dowling is a citizen of the United States. Baboon Partners and Coat Tail are limited liability companies organized under the laws of the State of Florida.

 

(d)       Title of Class of Securities:

 

Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”).

 

(e)       CUSIP Number:

 

351471107

 

Item 3If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

Not Applicable

 

 

 

Item 4 Ownership:

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)       Amount beneficially owned:

 

Please see Item 9 of cover pages.

 

(b)   Percent of Class:

 

Please see Item 11 of the cover pages.

 

(c)   Number of shares as to which such person has:

 

(i)       Sole power to vote or to direct the vote:

 

Please see Item 5 of the cover pages.

  

(ii)    Shared power to vote or to direct the vote:

 

Please see Item 6 of the cover pages.

 

(iii)   Sole power to dispose or to direct the disposition of:

 

Please see Item 7 of the cover pages.

 

(iv)   Shared power to dispose or to direct the disposition of:

 

Please see Item 8 of the cover pages.

 

Mr. Dowling, as the manager of Baboon Partners and Coat Tail, has shared power to vote the shares of Class A Common Stock beneficially owned by Baboon Partners and Coat Tail. Mr. Dowling does not directly own any shares of Class A Common Stock. By reason of the provisions of Rule 13d-3 of the Act, Mr. Dowling may be deemed to beneficially own the shares beneficially owned by Baboon Partners and Coat Tail.

 

The percentages set forth in Row (11) of the cover page for each Reporting Person and elsewhere in this Schedule 13G are based on 27,168,069 shares of Class A common stock, par value $0.0001 per share, of the registrant issued and outstanding as of May 11, 2023, as reported in the Company’s Form 10-Q filing on May 11, 2023.

 

 

Item 5 Ownership of Five Percent or Less of a Class:

 

Not Applicable

 

Item 6 Ownership of More than Five Percent on Behalf of Another Person:

 

Not Applicable

 

Item 7Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

 

Not Applicable

 

 

 

Item 8 Identification and Classification of Members of the Group:

 

Not Applicable

 

Item 9 Notice of Dissolution of Group:

 

Not Applicable

 

Item 10 Certification:

 

By signing below each Reporting Persons certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

 

 

Dated: June 22, 2023       /s/ Vincent J. Dowling Jr.  
          Vincent J. Dowling Jr.    
                 
                 
                 
          Baboon Partners, LLC    
                 
                 
Dated: June 22, 2023       By: /s/ Vincent J. Dowling Jr.
            Vincent J. Dowling Jr., Manager
                 
                 
                 
Coat Tail Partners, LLC
                 
                 
Dated: June 22, 2023       By: /s/ Vincent J. Dowling Jr.
            Vincent J. Dowling Jr., Manager