0001209191-22-046834.txt : 20220819
0001209191-22-046834.hdr.sgml : 20220819
20220819162531
ACCESSION NUMBER: 0001209191-22-046834
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220809
FILED AS OF DATE: 20220819
DATE AS OF CHANGE: 20220819
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Battery Ventures XI-B Side Fund, L.P.
CENTRAL INDEX KEY: 0001665599
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40764
FILM NUMBER: 221181138
BUSINESS ADDRESS:
STREET 1: ONE MARINA PARK DRIVE
STREET 2: SUITE 1100
CITY: BOSTON
STATE: MA
ZIP: 02210
BUSINESS PHONE: (617) 948-3600
MAIL ADDRESS:
STREET 1: ONE MARINA PARK DRIVE
STREET 2: SUITE 1100
CITY: BOSTON
STATE: MA
ZIP: 02210
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Battery Ventures XI-A Side Fund, L.P.
CENTRAL INDEX KEY: 0001665600
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40764
FILM NUMBER: 221181140
BUSINESS ADDRESS:
STREET 1: ONE MARINA PARK DRIVE
STREET 2: SUITE 1100
CITY: BOSTON
STATE: MA
ZIP: 02210
BUSINESS PHONE: (617) 948-3600
MAIL ADDRESS:
STREET 1: ONE MARINA PARK DRIVE
STREET 2: SUITE 1100
CITY: BOSTON
STATE: MA
ZIP: 02210
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Battery Ventures XI-B, L.P.
CENTRAL INDEX KEY: 0001665601
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40764
FILM NUMBER: 221181137
BUSINESS ADDRESS:
STREET 1: ONE MARINA PARK DRIVE
STREET 2: SUITE 1100
CITY: BOSTON
STATE: MA
ZIP: 02210
BUSINESS PHONE: (617) 948-3600
MAIL ADDRESS:
STREET 1: ONE MARINA PARK DRIVE
STREET 2: SUITE 1100
CITY: BOSTON
STATE: MA
ZIP: 02210
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Battery Partners XI, LLC
CENTRAL INDEX KEY: 0001870316
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40764
FILM NUMBER: 221181143
BUSINESS ADDRESS:
STREET 1: ONE MARINA PARK DRIVE, SUITE 1100
CITY: BOSTON
STATE: MA
ZIP: 02210
BUSINESS PHONE: 617-948-3600
MAIL ADDRESS:
STREET 1: ONE MARINA PARK DRIVE, SUITE 1100
CITY: BOSTON
STATE: MA
ZIP: 02210
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Battery Ventures XI-A, L.P.
CENTRAL INDEX KEY: 0001665603
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40764
FILM NUMBER: 221181139
BUSINESS ADDRESS:
STREET 1: ONE MARINA PARK DRIVE
STREET 2: SUITE 1100
CITY: BOSTON
STATE: MA
ZIP: 02210
BUSINESS PHONE: (617) 948-3600
MAIL ADDRESS:
STREET 1: ONE MARINA PARK DRIVE
STREET 2: SUITE 1100
CITY: BOSTON
STATE: MA
ZIP: 02210
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Battery Investment Partners XI, LLC
CENTRAL INDEX KEY: 0001665602
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40764
FILM NUMBER: 221181141
BUSINESS ADDRESS:
STREET 1: ONE MARINA PARK DRIVE
STREET 2: SUITE 1100
CITY: BOSTON
STATE: MA
ZIP: 02210
BUSINESS PHONE: (617) 948-3600
MAIL ADDRESS:
STREET 1: ONE MARINA PARK DRIVE
STREET 2: SUITE 1100
CITY: BOSTON
STATE: MA
ZIP: 02210
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Battery Partners XI Side Fund, LLC
CENTRAL INDEX KEY: 0001869817
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40764
FILM NUMBER: 221181142
BUSINESS ADDRESS:
STREET 1: ONE MARINA PARK DRIVE, SUITE 1100
CITY: BOSTON
STATE: MA
ZIP: 02210
BUSINESS PHONE: 617-948-3600
MAIL ADDRESS:
STREET 1: ONE MARINA PARK DRIVE, SUITE 1100
CITY: BOSTON
STATE: MA
ZIP: 02210
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Wag! Group Co.
CENTRAL INDEX KEY: 0001842356
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 55 FRANCISCO STREET, SUITE 360
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94133
BUSINESS PHONE: (707) 324-4219
MAIL ADDRESS:
STREET 1: 55 FRANCISCO STREET, SUITE 360
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94133
FORMER COMPANY:
FORMER CONFORMED NAME: CHW Acquisition Corp
DATE OF NAME CHANGE: 20210126
3
1
doc3.xml
FORM 3 SUBMISSION
X0206
3
2022-08-09
0
0001842356
Wag! Group Co.
PET
0001870316
Battery Partners XI, LLC
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON
MA
02210
0
0
1
0
0001869817
Battery Partners XI Side Fund, LLC
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON
MA
02210
0
0
1
0
0001665602
Battery Investment Partners XI, LLC
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON
MA
02210
0
0
1
0
0001665600
Battery Ventures XI-A Side Fund, L.P.
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON
MA
02210
0
0
1
0
0001665603
Battery Ventures XI-A, L.P.
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON
MA
02210
0
0
1
0
0001665599
Battery Ventures XI-B Side Fund, L.P.
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON
MA
02210
0
0
1
0
0001665601
Battery Ventures XI-B, L.P.
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON
MA
02210
0
0
1
0
Common Stock
69368
I
By Battery Investment Partners XI, LLC
Common Stock
1496758
I
By Battery Ventures XI-A, L.P.
Common Stock
395478
I
By Battery Ventures XI-B, L.P.
Common Stock
1555040
I
By Battery Ventures XI-A Side Fund, L.P.
Common Stock
337196
I
By Battery Ventures XI-B Side Fund, L.P.
In connection with the merger of Wag Labs, Inc. into CHW Merger Sub, Inc. with Wag Labs, Inc. being the surviving entity and becoming a subsidiary of Wag! Group Co. (the "Business Combination"), the Business Combination Agreement provides that certain eligible company equity holders will receive earn-out shares as additional consideration for the Company interests acquired in connection with the business combination, for no consideration, after certain triggering events as defined in the Business Combination Agreement. The Reporting Persons' rights to receive additional shares pursuant to this earn-out right became fixed on August 9, 2022, the effective date of the Business Combination.
Shares held by Battery Investment Partners XI, LLC ("BIP XI"). Battery Partners XI, LLC ("BP XI") is the managing member of BIP XI and may be deemed to beneficially own the shares held by BIP XI. Neeraj Agrawal, Michael Brown, Jesse Feldman, Russell Fleischer, Roger Lee, Chelsea Stoner, Dharmesh Thakker, and Scott Tobin (collectively the "BP XI Managing Members") are the managing members of BP XI and may be deemed to share voting and dispositive power over the securities held by BIP XI. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of his, her or its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of for any other purpose. Mr. Lee is a director of the Issuer and files separate Section 16 reports.
Shares held by Battery Ventures XI-A, L.P. ("BV XI-A"). BP XI is the general partner of BV XI-A and may be deemed to beneficially own the shares held by BV XI-A. The BP XI Managing Members are the managing members of BP XI and may be deemed to share voting and dispositive power over the securities held by BP XI-A. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of his, her or its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of for any other purpose. Mr. Lee is a director of the Issuer and files separate Section 16 reports.
Shares held by Battery Ventures XI-B, L.P. ("BV XI-B"). BP XI is the general partner of BV XI-B and may be deemed to beneficially own the shares held by BV XI-B. The BP XI Managing Members are the managing members of BP XI and may be deemed to share voting and dispositive power over the securities held by BP XI-B. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of his, her or its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of for any other purpose. Mr. Lee is a director of the Issuer and files separate Section 16 reports.
Shares held by Battery Ventures XI-A Side Fund, L.P. ("BV XI-A SF"). Battery Partners XI Side Fund, LLC ("BP XI SF") is the general partner of BV XI-A SF and may be deemed to beneficially own the shares held by BV XI-A SF. The BP XI Managing Members are the managing members of BP XI SF and may be deemed to share voting and dispositive power over the securities held by BP XI-A SF. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of his, her or its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of for any other purpose. Mr. Lee is a director of the Issuer and files separate Section 16 reports.
Shares held by Battery Ventures XI-B Side Fund, L.P. ("BV XI-B SF"). BP XI SF is the general partner of BV XI-B SF and may be deemed to beneficially own the shares held by BV XI-B SF. The BP XI Managing Members are the managing members of BP XI SF and may be deemed to share voting and dispositive power over the securities held by BP XI-B SF. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of his, her or its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of for any other purpose. Mr. Lee is a director of the Issuer and files separate Section 16 reports.
1 of 2: The number of joint filers exceeds the EDGAR maximum of 10 joint filers per Form. This Form 4 is being filed in conjunction with a Form 4 being filed by Neeraj Agrawal and other filing persons.
/s/ Christopher Schiavo, as Attorney-in-Fact for Battery Partners XI, LLC
2022-08-19
/s/ Christopher Schiavo, as Attorney-in-Fact for Battery Partners XI Side Fund, LLC
2022-08-19
/s/ Christopher Schiavo, as Attorney-in-Fact for Battery Investment Partners XI, LLC
2022-08-19
/s/ Christopher Schiavo, as Attorney-in-Fact for Battery Ventures XI-A Side Fund, L.P.
2022-08-19
/s/ Christopher Schiavo, as Attorney-in-Fact for Battery Ventures XI-A, L.P.
2022-08-19
/s/ Christopher Schiavo, as Attorney-in-Fact for Battery Ventures XI-B Side Fund, L.P.
2022-08-19
/s/ Christopher Schiavo, as Attorney-in-Fact for Battery Ventures XI-B, L.P.
2022-08-19