0000899243-23-005904.txt : 20230222
0000899243-23-005904.hdr.sgml : 20230222
20230222204231
ACCESSION NUMBER: 0000899243-23-005904
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230217
FILED AS OF DATE: 20230222
DATE AS OF CHANGE: 20230222
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Eclipse Ventures Fund I, L.P.
CENTRAL INDEX KEY: 0001641394
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39516
FILM NUMBER: 23655609
BUSINESS ADDRESS:
STREET 1: 501 SECOND STREET SUITE 300
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94107
BUSINESS PHONE: (415) 366-8393
MAIL ADDRESS:
STREET 1: 501 SECOND STREET SUITE 300
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94107
FORMER NAME:
FORMER CONFORMED NAME: Formation8 Partners Hardware Fund I, L.P.
DATE OF NAME CHANGE: 20150505
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Eclipse Continuity GP I, LLC
CENTRAL INDEX KEY: 0001675124
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39516
FILM NUMBER: 23655614
BUSINESS ADDRESS:
STREET 1: 514 HIGH STREET
STREET 2: SUITE 4
CITY: PALO ALTO
STATE: CA
ZIP: 94301
BUSINESS PHONE: (415) 692-1720
MAIL ADDRESS:
STREET 1: 514 HIGH STREET
STREET 2: SUITE 4
CITY: PALO ALTO
STATE: CA
ZIP: 94301
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Eclipse Continuity Fund I, L.P.
CENTRAL INDEX KEY: 0001675126
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39516
FILM NUMBER: 23655611
BUSINESS ADDRESS:
STREET 1: 514 HIGH STREET
STREET 2: SUITE 4
CITY: PALO ALTO
STATE: CA
ZIP: 94301
BUSINESS PHONE: (415) 692-1720
MAIL ADDRESS:
STREET 1: 514 HIGH STREET
STREET 2: SUITE 4
CITY: PALO ALTO
STATE: CA
ZIP: 94301
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Eclipse Early Growth Fund I, L.P.
CENTRAL INDEX KEY: 0001877287
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39516
FILM NUMBER: 23655613
BUSINESS ADDRESS:
STREET 1: 514 HIGH STREET, SUITE 4
CITY: PALO ALTO
STATE: CA
ZIP: 94301
BUSINESS PHONE: 650-720-4667
MAIL ADDRESS:
STREET 1: 514 HIGH STREET, SUITE 4
CITY: PALO ALTO
STATE: CA
ZIP: 94301
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Eclipse Ventures GP I, LLC
CENTRAL INDEX KEY: 0001843678
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39516
FILM NUMBER: 23655610
BUSINESS ADDRESS:
STREET 1: 514 HIGH STREET
STREET 2: SUITE 4
CITY: PALO ALTO
STATE: CA
ZIP: 94301
BUSINESS PHONE: 650-720-4667
MAIL ADDRESS:
STREET 1: 514 HIGH STREET
STREET 2: SUITE 4
CITY: PALO ALTO
STATE: CA
ZIP: 94301
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Eclipse Early Growth GP I, LLC
CENTRAL INDEX KEY: 0001876955
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39516
FILM NUMBER: 23655612
BUSINESS ADDRESS:
STREET 1: 514 HIGH STREET, SUITE 4
CITY: PALO ALTO
STATE: CA
ZIP: 94301
BUSINESS PHONE: 650-720-4667
MAIL ADDRESS:
STREET 1: 514 HIGH STREET, SUITE 4
CITY: PALO ALTO
STATE: CA
ZIP: 94301
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Owlet, Inc.
CENTRAL INDEX KEY: 0001816708
STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1999 AVENUE OF THE STARS
STREET 2: SUITE 2088
CITY: LOS ANGELES
STATE: CA
ZIP: 90067
BUSINESS PHONE: 424-208-8488
MAIL ADDRESS:
STREET 1: 1999 AVENUE OF THE STARS
STREET 2: SUITE 2088
CITY: LOS ANGELES
STATE: CA
ZIP: 90067
FORMER COMPANY:
FORMER CONFORMED NAME: Sandbridge Acquisition Corp
DATE OF NAME CHANGE: 20200702
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2023-02-17
0
0001816708
Owlet, Inc.
OWLT
0001675124
Eclipse Continuity GP I, LLC
514 HIGH STREET, SUITE 4
PALO ALTO
CA
94301
0
0
1
0
0001877287
Eclipse Early Growth Fund I, L.P.
514 HIGH STREET, SUITE 4
PALO ALTO
CA
94301
0
0
1
0
0001876955
Eclipse Early Growth GP I, LLC
514 HIGH STREET, SUITE 4
PALO ALTO
CA
94301
0
0
1
0
0001675126
Eclipse Continuity Fund I, L.P.
514 HIGH STREET, SUITE 4
PALO ALTO
CA
94301
0
0
1
0
0001843678
Eclipse Ventures GP I, LLC
514 HIGH STREET, SUITE 4
PALO ALTO
CA
94301
0
0
1
0
0001641394
Eclipse Ventures Fund I, L.P.
514 HIGH STREET, SUITE 4
PALO ALTO
CA
94301
0
0
1
0
Class A Common Stock
13561716
I
See footnotes
Class A Common Stock
14930616
I
See footnotes
Series A Convertible Preferred Stock
1000.00
2023-02-17
4
P
0
20200
1000.00
A
2023-02-17
Class A Common Stock
41224489
20200
I
See footnotes
Warrant to Purchase Class A Common Stock
0.333
2023-02-17
4
P
0
74204080
A
2023-02-17
2028-02-17
Class A Common Stock
74204080
74204080
I
See footnotes
The shares of Class A 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. Lior Susan 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 Lior Susan disclaim beneficial ownership of the shares held by Eclipse I except to the extent of their respective pecuniary interests therein, if any.
The shares of Class A 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. Lior Susan 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 Mr. Susan disclaim beneficial ownership of the shares held by Eclipse Continuity I except to the extent of their respective pecuniary interests therein, if any.
The Series A Convertible Preferred Stock ("Series A") is convertible into shares of common stock of the Issuer. The conversion rate shall initially be 2,040.8163 shares of Class A Common Stock per each share of Series A, subject to adjustment from time to time pursuant to the terms and conditions of the Investment Agreement, dated February 17, 2023, by and among the Issuer and Eclipse Early Growth Fund I, L.P., amongst others.
The Series A does not have an expiration date.
The shares of Series A are held of record by Eclipse Early Growth Fund I, L.P. ("Eclipse EGF I"). Eclipse Early Growth GP I, LLC ("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. Lior Susan is the sole managing member of Eclipse EG GP I and may be deemed to have voting and dispositive power over the shares held by Eclipse EGF I. Eclipse EGF GP I and Mr. Susan disclaim beneficial ownership of the shares held by Eclipse EGF I except to the extent of their respective pecuniary interests therein, if any.
As set forth in the Warrant to Purchase Shares of Common Stock of Owlet, Inc., dated February 17, 2023, by the Issuer and Eclipse EGF I (the "Warrant"), the exercise price and the number of shares of the Issuer's Class A Common Stock issuable on exercise are subject to adjustment upon the occurrence of certain events. As such, the exercise price and the number of shares of Class A Common Stock issuable upon exercise as reported on this Form 4 are subject to change upon the occurrence of future events in accordance with the terms of the Warrant.
Eclipse Early Growth Fund I, L.P., by: Eclipse Early Growth GP I LLC, its General Partner /s/ Lior Susan, Managing Member
2023-02-22
Eclipse Early Growth GP I LLC, by /s/ Lior Susan, Managing Member
2023-02-22
Eclipse Continuity GP I, LLC /s/ Lior Susan, Managing Member
2023-02-22
Eclipse Continuity Fund I, L.P., By: Eclipse Continuity GP I, LLC, its General Partner, /s/ Lior Susan, Managing Member
2023-02-22
Eclipse Ventures GP I, LLC /s/ Lior Susan, Managing Member
2023-02-22
Eclipse Ventures Fund I, L.P. By: Eclipse Ventures GP I, LLC, its General Partner /s/ Lior Susan, Managing Member
2023-02-22