Document


			Proposal 1:			Our directors are elected by a plurality of the votes cast. This means that the director nominees receiving the highest number of affirmative “FOR” votes cast, by holders of shares of our Common Stock and shares of our Series A Preferred Stock voting on an as-converted-to-Common Stock basis (not to exceed the Share Cap as described below), voting together as a single class, even if less than a majority, will be elected. Votes that are “withheld” will have the same effect as an abstention and will not count as a vote “FOR” or “AGAINST” a director nominee because directors are elected by plurality voting. Because this proposal is not considered a discretionary matter, brokers lack authority to exercise their discretion to vote uninstructed shares on this proposal. Any broker non-votes will have no effect on the outcome of this proposal. There is no cumulative voting.

			Proposal 2:			The proposal to approve amendments to the Company’s Second Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”) to effect a reverse stock split of our Common Stock, at a ratio ranging from any whole number between 1-for-10 to 1-for-20, inclusive, with such ratio to be determined at the discretion of the Board and reduce the number of authorized shares of our Common Stock and unissued authorized shares of our Preferred Stock requires the affirmative vote of the holders of a majority in voting power of the outstanding shares of our Common Stock and our Series A Preferred Stock, voting on an as-converted-to-Common Stock basis (not to exceed the Share Cap as described below) entitled to vote on the proposal, voting together as a single class. A vote marked as an “abstention” will have the same effect as a vote against this proposal. Because this proposal is considered a discretionary matter, brokers are permitted to exercise their discretion to vote uninstructed shares on this proposal, and we do not expect any broker non-votes on this proposal. However, if there are any broker non-votes, they will have the same effect as a vote against this proposal.

			Proposal 3:			The proposal to approve the issuance of Common Stock upon conversion of shares of Series A Preferred Stock or exercise of warrants issued and sold to Eclipse as described herein requires the affirmative vote of a majority in voting power of the votes cast (excluding abstentions and broker non-votes) by holders of shares of our Common Stock and shares of our Series A Preferred Stock voting on an as-converted-to-Common Stock basis (not to exceed the Share Cap as described below), voting together as a single class. A vote marked as an “abstention” is not considered a vote cast and will, therefore, not affect the outcome of this proposal. Because this proposal is not considered a discretionary matter, brokers lack authority to exercise their discretion to vote uninstructed shares on this proposal. Any broker non-votes will have no effect on the outcome of this proposal.

Amy Nam McCullough served on the board of directors of Old Owlet from April 2018 to July 2021 and has served on the Board since July 2021. Ms. McCullough is the President and Managing Director of Trilogy Equity Partners, LLC (“Trilogy”), an early-stage venture capital firm. Ms. McCullough has been a member of the investment team at Trilogy for the last 16 years and has served in her current role for the last seven years. She leads the investment team and is a member of Trilogy’s board of managers, which sets the strategic direction of the fund. Also, Ms. McCullough currently serves on the board of directors of several privately held companies, including Skilljar, Inc., Boundless Immigration, Inc., and Bluejay Labs, Inc. (doing business as Showdigs) and Guide Care Inc. (doing business as Alongside). She is also a board observer at Tacita Inc. (doing business as Bright Canary). Prior to her tenure at Trilogy Equity Partners, Ms. McCullough spent four years as an equity research analyst for JPMorgan Chase and was a member of the team that covered the small and mid-cap applied technologies sector for the firm. Ms. McCullough began her career on the treasury operations team within the portfolio management group at Microsoft Corporation and has experience working in both corporate treasury and financial analysis roles. She is a member of the Board of Trustees of Epiphany School, an independent elementary school in Seattle. Ms. McCullough received her Bachelor of Arts in Business Administration with a focus in Finance from the University of Washington. We believe Ms. McCullough is qualified to serve as a member of our Board due to her significant financial services and investing experience with technology companies and her broad leadership experience.

If the proposed Reverse Stock Split Amendments are approved by the Company’s stockholders and our Board determines to effect the Reverse Stock Split, at the Effective Time, the number of authorized shares of our Common Stock will be reduced to 1.5 times the then-current number of authorized shares of Common Stock, divided by the Reverse Stock Split ratio determined by the Board, and the number of authorized shares of our Preferred Stock will be reduced to the sum of (i) 1.5 times the then-current number of unissued authorized shares of Preferred Stock, divided by the Reverse Stock Split ratio determined by the Board, and (ii) the 30,000 outstanding shares of Series A Preferred Stock. Because the Reverse Stock Split will decrease the number of outstanding shares of our Common Stock, and because we are applying a 1.5 multiplier to the number of shares of Common Stock following the Reverse Stock Split, the Reverse Stock Split would result in a relative increase in the number of authorized and unissued shares of our Common Stock. The purpose of the relative increase in the amount of authorized and unissued shares of our Common Stock is to allow our Company the ability to issue additional shares of Common Stock in connection with future financings, employee and director benefit programs and other desirable corporate activities, without requiring our Company’s stockholders to approve an increase in the authorized number of shares of Common Stock each time such an action is contemplated. If the proposed Reverse Stock Split Amendments are approved by the Company’s stockholders and our Board determines to effect the Reverse Stock Split, all or any of the authorized and unissued shares of our Common Stock or Preferred Stock may be issued in the future for such corporate purposes and such consideration as the Board deems advisable from time to time, without further action by the stockholders of our Company and without first offering such shares to our stockholders. When and if additional shares of our Common Stock are issued, these new shares would have the same voting and other rights and privileges as the currently issued and outstanding shares of Common Stock, including the right to cast one vote per share.

In January 2023, Eclipse presented us with a term sheet for the Private Placement, which contemplated the issuance and sale by the Company of convertible preferred stock and warrants to purchase Common Stock, as well as that the Company and Eclipse would amend and restate the Stockholders Agreement to provide Eclipse with the right to nominate a second individual to serve on the Board until such time as Eclipse beneficially owns less than 20% of the total voting power entitled to elect our directors. Due to the fact that Mr. Susan is affiliated with Eclipse, and other board members or their affiliates expressed interest in participating in the financing as investors, the Board delegated authority to a committee (the “Financing Committee”) consisting of Ms. Durr and Mr. Burke to exercise all of the powers of the Board in connection with the Private Placement. Over the following weeks, members of management (other than Mr. Workman, who recused himself from the negotiation of the Private Placement due to his interest in participating in the financing as an investor) and the Financing Committee negotiated the terms of the term sheet and definitive documentation relating to the Private Placement. During the course of negotiations, representatives of the Company gave particular attention to (i) minimizing and eliminating opportunities for investors not to close on their investment amounts, particularly in light of volatile macroeconomic market conditions and volatility in our stock price following the expiration in January 2023 of the lockup period from the Company’s business combination transaction with Sandbridge Acquisition Corporation, and (ii) ensuring we would not be unduly restricted from raising additional capital in the future.

The Audit Committee has adopted a policy (the “Pre-Approval Policy”) that sets forth the procedures and conditions pursuant to which audit and non-audit services proposed to be performed by our independent registered public accounting firm may be pre-approved. The Pre-Approval Policy generally provides that the Audit Committee will not engage an independent registered public accounting firm to render any audit, audit-related, tax or permissible non-audit service unless the service is either (i) explicitly approved by the Audit Committee (“specific pre-approval”) or (ii) entered into pursuant to the pre-approval policies and procedures described in the Pre-Approval Policy (“general pre-approval”). Unless a type of service to be provided by our independent registered public accounting firm has received general pre-approval under the Pre-Approval Policy, it requires specific pre-approval by the Audit Committee or by a designated member of the Audit Committee to whom the committee has delegated the authority to grant pre-approvals. Any member of the Audit Committee to whom the committee delegates authority to make pre-approval decisions must report any such pre-approval decisions to the Audit Committee at its next scheduled meeting. If circumstances arise where it becomes necessary to engage the independent registered public accounting firm for additional services not contemplated in the original pre-approval categories or above the pre-approved amounts, the Audit Committee requires pre-approval for such additional services or such additional amounts. Any proposed services exceeding pre-approved cost levels or budgeted amounts will also require specific pre-approval. For both types of pre-approval, the Audit Committee will consider whether such services are consistent with the SEC’s rules on auditor independence.

The Nominating & Corporate Governance Committee is responsible for recommending candidates to serve on the Board and its committees. In considering whether to recommend any particular candidate to serve on the Board or its committees or for inclusion in the Board’s slate of recommended director nominees for election at the annual meeting of stockholders, the Nominating & Corporate Governance Committee considers the criteria set forth in our Corporate Governance Guidelines. The Nominating & Corporate Governance Committee may take into account many factors, including but not limited to (i) personal and professional integrity, ethics and values; (ii) experience in corporate management, such as serving as an officer or former officer of a publicly held company; (iii) strong finance experience; (iv) relevant social policy concerns; (v) experience relevant to the Company’s industry; (vi) experience as a board member or executive officer of another publicly held company; (vii) relevant academic expertise or other proficiency in an area of the Company’s operations; (viii) diversity of expertise and experience in substantive matters pertaining to the Company’s business relative to other board members; (ix) diversity of background and perspective, including, but not limited to, with respect to age, gender, race, place of residence and specialized experience; (x) practical and mature business judgment, including, but not limited to, the ability to make independent analytical inquiries; and (xi) any other relevant qualifications, attributes or skills. In determining whether to recommend a director for reelection, the Nominating & Corporate Governance Committee may also consider the director’s past attendance at meetings and participation in and contributions to the activities of the Board.


(1)			For 2022, reflects a $50,000 cash retention bonus paid to Mr. Abbott in July 2022, and $50,000 retention bonuses for Mr. Workman and Ms. Scolnick that they elected be paid in fully vested restricted stock units (“RSUs”). For Mr. Workman and Ms. Scolnick, the grant date fair value of the RSUs granted in August 2022 in lieu of the $50,000 cash retention bonuses was $66,578, and the excess value of $16,578 is included under the Stock Awards column.

(2)			Amounts shown represent the aggregate grant date fair value of RSU awards and option awards granted in the applicable year as computed in accordance with FASB ASC Topic 718. See Note 10 (Share-Based Compensation) to the Company’s consolidated financial statements included in the 2022 Form 10-K for the assumptions used in determining these values. The value of performance-based RSUs (“PRSUs”), which are subject to performance conditions, is based on the probable outcome of the conditions on the date of grant. The value of the PRSUs for the named executive officers, assuming the highest level of performance conditions will be achieved, is: for Mr. Workman, $2,326,316; for Ms. Scolnick, $821,051; and for Mr. Abbott, $1,642,105. For 2022, amounts do not include the portion of 2021 annual bonuses that were paid in the form of RSUs in April 2022, because the full value of such bonuses was already included in the Bonus column for 2021.

(3)			For 2022, amounts represent (i) for Mr. Workman, (a) $2,000 in Company-paid contributions to a healthcare savings account and (b) $1,100 in work-from-home and work-life balance stipends; (ii) for Ms. Scolnick, $1,100 in work-from-home and work-life balance stipends; and (iii) for Mr. Abbott, (a) $475,000 in accrued severance payments, (b) $17,355 in Company-paid COBRA coverage accrued as severance, (c) $800 in work-from-home and work-life balance stipends, and (d) $12,677 in matching contributions under the Company’s 401(k) plan.

(4)			Mr. Abbott ceased serving as our President on September 1, 2022.


(1)			Amounts are calculated by multiplying the number of RSUs or PRSUs in the table by $0.559, which was the per share closing price of our Common Stock on December 30, 2022, the last trading day of fiscal 2022.

(2)			The RSUs vest fully on the one year anniversary of the vesting start date, subject to the individual’s continued service with the Company.

(3)			The RSUs vest as to 25% of the underlying shares on the first anniversary of the vesting start date, and as to 1/16th of the underlying shares each quarter thereafter, subject to the individual’s continued service with the Company.

(4)			The PRSUs vest as to 40% to 50% of the underlying shares on the achievement of certain net revenue targets as of the determination date of December 31, 2022, and 50% of the underlying shares upon obtaining FDA clearance for the BabySat Rx, Class II, subject to the individuals continued service with the Company.

(5)			The PRSUs vest as to 25% of the underlying shares upon achievement of the following cumulative net revenue targets during the performance period beginning January 1, 2022 and ending December 31, 2025, subject to the individual’s continued service with the Company: $150 million, $300 million, $450 million, and $600 million.

(6)			The option vests and becomes exercisable as to 1/48th of the underlying shares on each monthly anniversary of the vesting commencement date, subject to the individual’s continued service with the Company.

(7)			The option vests and becomes exercisable as to 25% of the underlying shares on the first anniversary of the vesting commencement date, and as to 1/48th of the underlying shares each month thereafter, subject to the individual’s continued service with the Company.

(8)			Pursuant to the Abbott Separation Agreement, the unvested portions of each option fully vested and became exercisable effective as of September 1, 2022, and will remain outstanding and exercisable until the earlier of September 1, 2025 or a change in control of the Company.


(1)			Consists of the 2014 Incentive Plan and the 2021 Incentive Plan.

(2)			Represents (i) 609,790 shares of Common Stock to be issued upon exercise of outstanding options and (ii) 6,926,274 shares subject to outstanding RSUs, and (iii) 1,222,526 shares subject to outstanding PRSUs.

(3)			Represents the weighted-average exercise price of outstanding options and is calculated without taking into account the shares of Common Stock subject to outstanding RSUs.

(4)			Represents 17,501,195 shares remaining available for issuance under the 2021 Incentive Plan and 2,483,078 shares available for issuance under the 2021 Employee Stock Purchase Plan (the "2021 ESPP”). As of July 15, 2021, in connection with the Merger, no new awards are made under the 2014 Incentive Plan. The 2021 Incentive Plan provides for an annual increase to the number of shares available for issuance thereunder on the first day of each calendar year beginning on January 1, 2022 and ending on and including January 1, 2031, by an amount equal to the lesser of (i) 5% of the aggregate number of shares of Common Stock outstanding on the last day of the immediately preceding fiscal year and (ii) such smaller number of shares of Common Stock as is determined by the our Board (but no more than 136,085,217 shares may be issued upon the exercise of incentive stock options). The 2021 ESPP provides for an annual increase to the number of shares available for issuance thereunder on the first day of each calendar year beginning on January 1, 2022 and ending on and including January 1, 2031, by an amount equal to the lesser of (i) 1% of the aggregate number of shares of Common Stock outstanding on the last day of the immediately preceding fiscal year and (ii) such smaller number of shares of Common Stock as is determined by our Board, provided that no more than 26,083,000 shares of our Common Stock may be issued under the 2021 ESPP.


*			Less than one percent.

(1)			Unless otherwise indicated, the business address for each beneficial owner listed is c/o Owlet, Inc., 3300 North Ashton Boulevard, Suite 300, Lehi, Utah 84043.

(2)			Each share of our Common Stock is entitled to one vote, and each share of our Series A Preferred Stock is entitled to that number of votes (not to exceed such holder’s Share Cap unless and until we have obtained the requisite stockholder approval as set forth under Proposal 3) equal to the whole number of shares of our Common Stock into which such holder’s aggregate number of Series A Preferred Stock are convertible.

			The beneficial ownership information shown in the table under “Common Stock” includes the number of shares of our Common Stock held by such holder, as well as shares of our Common Stock such holder could acquire within 60 days of April 24, 2023, including by converting shares of Series A Preferred Stock, exercising warrants or options, or upon settlement of restricted stock units. Each share of Series A Preferred Stock is currently convertible into shares of Common Stock at a conversion rate of 2,040.8163, subject to, in the case of Eclipse, the Share Cap. The percentage reported under “Combined Voting Power” represents the holder’s voting power with respect to all of our shares of Common Stock and Series A Preferred Stock outstanding as of April 24, 2023, voting as a single class, subject to, in the case of Eclipse, the Share Cap and, as to each holder, without including any shares of Common Stock that such holder could acquire by exercising warrants or options or upon vesting of restricted stock units, as such securities confer no voting power until the issuance of Common Stock upon their exercise or settlement, as applicable. See footnotes (5) and (7) below regarding such holder’s share cap.

(3)			Percentages are based upon the 117,672,234 shares of our Common Stock that were outstanding on April 24, 2023.

(4)			Percentages are based upon the 30,000 shares of our Series A Preferred Stock that were outstanding on April 24, 2023, representing 38,276,768 in voting power entitled to vote.

(5)			Based on (A) information stated in the Schedule 13D/A filed with the SEC on February 27, 2023 by Eclipse Ventures GP I, LLC (“Eclipse I GP”), Eclipse Ventures Fund I, L.P. (“Eclipse I”), Eclipse Continuity GP I, LLC (“Eclipse Continuity GP”), Eclipse Continuity Fund I, L.P. (“Eclipse Continuity I”), Eclipse Early Growth GP I, LLC (“Eclipse EG GP I”), Eclipse Early Growth Fund I, L.P. (“Eclipse EGF I”) and Mr. Susan and (B) information known to the Company. Consists of (i) 14,930,616 shares of Common Stock held of record by Eclipse Continuity I, (ii) 13,561,716 shares of Common Stock held of record by Eclipse I and (iii) an aggregate of 8,501,524 shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock held by Eclipse EGF I and/or upon exercise of the 2023 Private Placement Warrants held by Eclipse EGF I. This total excludes an aggregate of (i) 32,722,965 shares of Common Stock issuable upon the conversion of shares of Series A Preferred Stock held by Eclipse EGF I and/or (ii) 74,204,080 shares of Common Stock issuable upon the exercise of 2023 Private Placement Warrants held by Eclipse EGF I as a result of the Share Cap. 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. 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. 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. Mr. Susan is the sole managing member of each of Eclipse Continuity GP, Eclipse I GP and Eclipse EG GP I and may be deemed to have voting and dispositive power with respect to the shares held by each of Eclipse Continuity I, Eclipse I and Eclipse EGF I. The principal business address of each of the foregoing entities is c/o Eclipse Ventures, 514 High Street, Suite 4, Palo Alto, California 94301.

			Eclipse is not currently permitted to vote shares of Series A Preferred Stock it holds to the extent such shares would result in Eclipse beneficially owning more than the Share Cap, provided that all outstanding Series A Preferred Stock and all of the shares of Common Stock underlying such Series A Preferred Stock are deemed to be outstanding for such calculation (but, in the case of Eclipse, only up to the Share Cap) and no unexercised rights, options, warrants or conversion privileges to acquire shares of Common Stock are included. The percentage reported under “Combined Voting Power” represents Eclipse’s voting power up to the Share Cap.

(6)			Based solely on information included in the Schedule 13D/A filed with the SEC on February 23, 2023, Trilogy Equity Partners, LLC has sole voting and sole dispositive power over 24,531,139 shares of our Common Stock and includes (i) 5,544,897 shares of Common Stock issuable upon conversion of Series A Preferred Stock and (ii) 9,980,814 shares of Common Stock issuable upon exercise of 2023 Private Placement Warrants. The principal business address of Trilogy Equity Partners, LLC is 155 108th Avenue N.E., Suite 400, Bellevue, Washington 98004.

(7)			Based on information known to the Company. Consists of (i) 4,591,837 shares of Common Stock issuable upon conversion of Series A Preferred Stock held by Walleye Opportunities Master Fund Ltd (“Walleye”) and (ii) 1,577,566 shares of Common Stock presently issuable upon the exercise of 2023 Private Placement Warrants held by Walleye, which includes a provision that permits Walleye to exercise such warrants only to the extent that, following such exercise, it would not beneficially own in excess of 4.99% of our Common Stock (the “Walleye Share Cap”). The principal business address of Walleye is 2800 Niagara Lage North, Plymouth, Minnesota 55447.

(8)			Based on information known to the Company. Consists of (i) 3,061,224 shares of Common Stock issuable upon conversion of Series A Preferred Stock held by The Melton 2020 Irrevocable Trust (“Melton Trust”) and (ii) 5,510,203 shares of Common Stock issuable upon the exercise of 2023 Private Placement Warrants held by Melton Trust. The principal business address of Melton Trust is 201 S. Phillips Ave., Suite 200, Sioux Falls, South Dakota 57104.

(9)			Based solely on information stated in the Schedule 13G filed with the SEC on February 27, 2023, John Stanton has sole voting and sole dispositive power over 657,524 shares of our Common Stock, and each of John Stanton and Theresa Gillespie have shared voting power and shared dispositive power over 7,102,326 shares of our Common Stock. Includes (i) 51,020 shares of Common Stock issuable upon the conversion of Series A Convertible Preferred Stock beneficially owned by John Stanton as sole trustee for the Peter Thomsen Trust #2, (ii) the issuance of 91,836 shares of Common Stock upon the exercise of 2023 Private Placement Warrants beneficially owned by John Stanton as sole trustee for the Peter Thomsen Trust #2, (iii) 51,020 shares of Common Stock issuable upon the conversion of Series A Convertible Preferred Stock beneficially owned by John Stanton as sole trustee for the Samuel Thomsen Trust #2, (iv) 91,836 shares of Common Stock issuable upon the exercise of 2023 Private Placement Warrants beneficially owned by John Stanton as sole trustee for the Samuel Thomsen Trust #2, (v) 1,495,918 shares of Common Stock issuable upon the conversion of Series A Convertible Preferred Stock beneficially owned by the Reporting Persons as tenants in common and (vi) the issuance of 2,692,652 shares of Common Stock upon the exercise of 2023 Private Placement Warrants held by the Reporting Persons as tenants in common. The principal business address of John Stanton and Theresa Gillespie is P.O. Box 465, Medina, Washington 98039.

(10)			Based solely on information included in the Schedule 13G filed with the SEC on February 11, 2022, Pacific Investment Management Company LLC (“PIMCO”) as sole voting and sole dispositive power over 7,311,628 shares of our Common Stock. These shares of Common Stock are held by investment advisory clients or discretionary accounts of which PIMCO is the investment advisor and include 4,405,698 shares of common stock that PIMCO has the right to acquire within 60 days upon exercise of warrants. The principal business address for PIMCO is 650 Newport Center Drive, Newport Beach, California 92660.


(11)			Based on information (i) included in the Schedule 13D/A filed with the SEC on February 27, 2023 by Eclipse I GP, Eclipse I, Eclipse Continuity GP, Eclipse Continuity I, Eclipse EG GP I, Eclipse EGF I and Mr. Susan; (ii) included in the Form 4 filed with the SEC on July 19, 2021 by Mr. Susan; and (iii) information provided to the Company by Mr. Susan. Of the 46,769,105 shares beneficially owned by Mr. Susan, 13,561,716 are shares of Common Stock held of record by Eclipse I, 14,930,616 are shares of Common Stock held of record by Eclipse Continuity I, and 8,501,524 are shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock held by Eclipse EGF I and/or upon exercise of the 2023 Private Placement Warrants held by Eclipse EGF I. Eclipse I GP, Eclipse Continuity GP and Eclipse EG GP I are the general partners of Eclipse I, Eclipse Continuity I and Eclipse EGF I, respectively. Mr. Susan, who serves as our Chairman of the Board, is the sole managing member of each such general partner and therefore may be deemed to have voting and dispositive power over the shares held by Eclipse I, Eclipse Continuity I and Eclipse EG GP I. Each of Eclipse I GP, Eclipse Continuity GP, Eclipse EG GP I and Mr. Susan disclaim beneficial ownership of the shares held by Eclipse I, Eclipse Continuity I and Eclipse EGF I, respectively, except to the extent of their respective pecuniary interests therein, if any. The principal business address of Mr. Susan and each of the foregoing Eclipse entities is c/o Eclipse Ventures, 514 High Street, Suite 4, Palo Alto, California 94301.

(12)			Consists of (i) 134,779 shares of Common Stock held directly by Mr. Burke and (ii) 42,492 shares of Common Stock issuable upon the vesting of RSUs within 60 days of April 24, 2023.

(13)			Consists of (i) 32,120 shares of Common Stock held directly by Ms. Durr and (ii) 42,492 shares of Common Stock issuable upon the vesting of RSUs within 60 days of April 24, 2023.

(14)			Consists of (i) 32,120 shares of Common Stock held directly by Mr. Kim, (ii) 42,492 shares of Common Stock issuable upon the vesting of RSUs within 60 days of April 24, 2023; (iii) 1,020,408 shares of Common Stock issuable upon the conversion of Series A Preferred Stock; and (iv) 1,836,734 shares of Common Stock issuable upon the exercise of 2023 Private Placement Warrants.

(15)			Consists of: (i) 2,281,286 shares of Common Stock held directly by Mr. Workman; (ii) 2,074,200 shares of Common Stock held directly by his spouse; (iii) 208,989 shares of Common Stock issuable upon the exercise of options exercisable as of or within 60 days of April 24, 2023; (iv) 49,342 shares of Common Stock issuable under RSUs vesting within 60 days of April 24, 2023; (v) 1,020,408 shares of Common Stock issuable upon the conversion of Series A Preferred Stock; and (vi) 1,836,734 shares of Common Stock issuable upon the exercise of 2023 Private Placement Warrants.

(16)			Consists of (i) 147,672 shares of Common Stock held directly by Ms. Scolnick, (ii) 139,001 shares of Common Stock issuable upon the exercise of options exercisable as of or within 60 days of April 24, 2023, and (iii) 28,603 shares of Common Stock issuable under RSUs vesting within 60 days of April 24, 2023.

(17)			Consists of (i) 131,579 shares of Common Stock held directly by Mr. Abbott, and (ii) 1,420,255 shares of Common Stock issuable upon the exercise of options exercisable as of or within 60 days of April 24, 2023. Mr. Abbott ceased serving as our President on September 1, 2022.

(18)			Consists of (i) 33,194,509 shares of Common Stock held, (ii) 347,990 shares of Common Stock issuable upon the exercise of options exercisable as of or within 60 days of April 24, 2023, (iii) 205,421 shares of Common Stock issuable under RSUs vesting within 60 days of April 24, 2023, (iv) 20,317,589 shares of Common Stock issuable upon the conversion of Series A Preferred Stock, and (v) 3,673,468 shares of Common Stock issuable upon the exercise of 2023 Private Placement Warrants.

Upon this Certificate of Amendment to Second Amended and Restated Certificate of Incorporation of the Corporation becoming effective pursuant to the General Corporation Law of the State of Delaware (the “Effective Time”), the shares of Class A Common Stock issued and outstanding immediately prior to the Effective Time (the “Old Class A Common Stock”) shall be reclassified, combined and reconstituted into a different number of shares of Class A Common Stock (the “New Class A Common Stock”) such that each [l]4 shares of Old Class A Common Stock (the “Split Ratio”) shall, at the Effective Time, be automatically reclassified, combined and reconstituted into one share of New Class A Common Stock (such reclassification, combination and reconstitution of shares, the “Reverse Stock Split”). No fractional shares of Class A Common Stock shall be issued as a result of the Reverse Stock Split. In lieu thereof, (a) with respect to holders of one or more certificates, if any, which formerly represented shares of Old Class A Common Stock that were issued and outstanding immediately prior to the Effective Time, upon surrender after the Effective Time of such certificate or certificates, any holder who would otherwise be entitled to a fractional share of Class A Common Stock as a result of the Reverse Stock Split, following the Effective Time, shall be entitled to receive a cash payment (the “Fractional Share Payment”) equal to the fraction of which such holder would otherwise be entitled multiplied by the closing price per share on the trading day immediately preceding the Effective Time as reported by The New York Stock Exchange (as adjusted to give effect to the Reverse Stock Split); provided that, whether or not fractional shares would be issuable as a result of the Reverse Stock Split shall be determined on the basis of (i) the total number of shares of Old Class A Common Stock that were issued and outstanding immediately prior to the Effective Time formerly represented by certificates that the holder is at the time surrendering and (ii) the aggregate number of shares of New Class A Common Stock after the Effective Time into which the shares of Old Class A Common Stock formerly represented by such certificates shall have been reclassified, combined and reconstituted; and (b) with respect to holders of shares of Old Class A Common Stock in book-entry form in the records of the Corporation’s transfer agent that were issued and outstanding immediately prior to the Effective Time, any holder who would otherwise be entitled to a fractional share of Class A Common Stock as a result of the Reverse Stock Split (after aggregating all fractional shares), following the Effective Time, shall be entitled to receive the Fractional Share Payment automatically and without any action by the holder. Any stock certificate and book-entry position that, immediately prior to the Effective Time, represented shares of the Old Class A Common Stock wil


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						Page
PROXY STATEMENT						1

INFORMATION ABOUT THE ANNUAL MEETING AND VOTING						1

PROPOSAL 1 — ELECTION OF DIRECTORS						8
Board Size and Structure						8
Current Directors, Classes and Terms						8
Nominees for Director						8
Director & Director Nominee Qualifications and Biographical Information						8
Board Recommendation						11

PROPOSAL 2 — APPROVAL OF AMENDMENTS TO OUR CERTIFICATE OF INCORPORATION TO EFFECT A REVERSE STOCK SPLIT AND REDUCE THE NUMBER OF SHARES OF CLASS A COMMON STOCK AND PREFERRED STOCK						12
General						12
Purpose of the Reverse Stock Split						13
Board Discretion to Implement the Reverse Stock Split						14
Risks Associated with the Reverse Stock Split						15
Principal Effects of the Reverse Stock Split						15
Principal Effects and Purpose of Decrease (and Relative Increase) in Number of Authorized Shares of Common Stock for Issuance						16
Procedure for Effecting the Reverse Stock Split and Exchange of Stock Certificates, if Applicable						20
Fractional Shares						20
No Appraisal Rights						21
No Going Private Transaction						21
Interests of Certain Persons in the Proposal						21
Anti-takeover Effects of Proposed Amendment						21
Accounting Treatment of the Reverse Stock Split						22
Certain U.S. Federal Income Tax Consequences of the Reverse Stock Split						22
Board Recommendation						23

PROPOSAL 3 — APPROVAL OF THE ECLIPSE OWNERSHIP PROPOSAL						24
Background						24
Reasons for the Private Placement						26
Effect of Approval						28
Consequences if Stockholder Approval is Not Obtained						28
Board Recommendation						28

PROPOSAL 4 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM						29
Appointment of Independent Registered Public Accounting Firm						29
Audit, Audit-Related, Tax and All Other Fees						30
Pre-Approval Policies and Procedures						30
Board Recommendation						31

AUDIT COMMITTEE REPORT						31


			•			Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at www.virtualshareholdermeeting.com/OWLT2023.

			•			Assistance with questions regarding how to attend and participate via the Internet will be provided at www.virtualshareholdermeeting.com/OWLT2023 on the day of the Annual Meeting.

			•			Webcast starts at 1:00 p.m. (Eastern Time).

			•			You will need your 16-digit control number to enter the Annual Meeting.

			•			Stockholders may submit questions while attending the Annual Meeting via the Internet.


			Proposal 1:			Elect Jayson Knafel and Kurt Workman as Class II directors to hold office until the Company’s 2026 annual meeting of stockholders and until their respective successors have been duly elected and qualified.

			Proposal 2:			Approve amendments to the Company’s Second Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s Class A common stock, par value $0.0001 per share (“Common Stock”), at a ratio ranging from any whole number between 1-for-10 to 1-for-20, inclusive, with such ratio to be determined at the discretion of the Board and reduce the number of authorized shares of Common Stock and unissued authorized shares of the Company’s preferred stock, par value $0.0001 per share (the “Preferred Stock”).

			Proposal 3:			Approve, as a “change of control” of the Company for purposes of Section 312.03(d) of the New York Stock Exchange Listed Company Manual, the issuance of Common Stock upon conversion of shares of the Company’s Series A convertible preferred stock, par value $0.0001 per share (“Series A Preferred Stock”) and exercise of warrants issued and sold to Eclipse Ventures LLC (“Eclipse”) as described herein (the “Eclipse Ownership Proposal”).

			Proposal 4:			Ratification of the appointment of PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for 2023.


			•			Internet — Visit www.proxyvote.com or the website shown on your Notice & Access Card, proxy card or voting instruction form, and follow the instructions on how to vote your shares and complete an electronic proxy card. You will need the 16-digit control number included on your Notice & Access Card to vote by Internet.

			•			Telephone — Call 800-690-6903 or the toll-free telephone number shown on your Notice & Access Card, proxy card or voting instruction form. You will need the 16-digit control number included on your Notice & Access Card to vote by telephone.

			•			Mail — Complete, sign and date your proxy card where indicated, and return the proxy card in the postage-paid envelope provided to you. You should sign your name exactly has it appears on the proxy card. If you are signing in a representative capacity (for example, as a guardian, executor, trustee, custodian, attorney or officer of a corporation), indicate your name and title or capacity.


Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on June 23, 2023: This Notice of Annual Meeting of Stockholders, the 2023 Proxy Statement and the 2022 Annual Report to Stockholders are available free of charge at www.proxyvote.com.



EXECUTIVE OFFICERS						32

CORPORATE GOVERNANCE						32
Corporate Governance Guidelines						32
Board Leadership Structure						33
Director Independence						33
Board Committees						34
Board and Board Committee Meetings and Attendance						36
Director Nominations Process						36
Board Role in Risk Oversight						37
Committee Charters and Corporate Governance Guidelines						38
Code of Business Conduct and Ethics						38
Anti-Hedging Policy						38
Communications with the Board						38

EXECUTIVE AND DIRECTOR COMPENSATION						39
2022 Summary Compensation Table						39
Outstanding Equity Awards at 2022 Fiscal Year-End						42
Executive Compensation Arrangements						43
Director Compensation						44

EQUITY COMPENSATION PLAN INFORMATION						45

STOCK OWNERSHIP						46
Security Ownership of Certain beneficial Owners and Management						46
Delinquent Section 16(a) Reports						48

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS						49
Policies and Procedures on Transactions with Related Persons						49
Related Person Transactions						49
Indemnification under the Certificate of Incorporation and Bylaws; Indemnification Agreements						51

STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS						51

HOUSEHOLDING						52

2022 ANNUAL REPORT						52

PRINCIPAL EXECUTIVE OFFICES						52

APPENDIX A- FORM OF CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION						A-1


			•			FOR the each of the Class II director nominees to the Board set forth in this Proxy Statement.

			•			FOR the amendments to the Company’s Second Amended and Restated Certificate of Incorporation to effect a reverse stock split of Common Stock, at a ratio ranging from any whole number between 1-for-10 to 1-for-20, inclusive, with such ratio to be determined at the discretion of the Board and reduce the number of authorized shares of Common Stock and the number of unissued authorized shares of Preferred Stock.

			•			FOR the approval, as a “change of control” of the Company for purposes of Section 312.03(d) of the New York Stock Exchange Listed Company Manual, of the issuance of Common Stock upon conversion of shares of Series A Preferred Stock and exercise of warrants issued and sold to Eclipse in excess of the Share Cap.

			•			FOR the ratification of the appointment of PwC as our independent registered public accounting firm for 2023.



			Proposal 4:			The proposal to ratify the appointment of PwC as our independent registered public accounting firm for 2023 requires the affirmative vote of the holders of a majority in voting power of the votes cast (excluding abstentions and broker non-votes) on such matter by holders of shares of our Common Stock and shares of our Series A Preferred Stock voting on an as-converted-to-Common Stock basis (not to exceed the Share Cap as described below), voting together as a single class. A vote marked as an “abstention” is not considered a vote cast and will, therefore, not affect the outcome of this proposal. Also, because this proposal is considered a discretionary matter, brokers are permitted to exercise their discretion to vote uninstructed shares on this proposal, and we do not expect any broker non-votes on this matter. However, if there are any broker non-votes, they will have no effect on the outcome of this proposal.


			•			Delivering a written notice of revocation to our Chief Legal Officer at our principal executive offices (our address is provided under the “Principal Executive Offices” section), provided such statement is received no later than June 22, 2023.

			•			Voting again by Internet or telephone at a later time but before the closing of those voting facilities at 11:59 p.m. (Eastern Time) on June 22, 2023.

			•			Submitting a properly signed proxy card with a later date that is received by the Company no later than June 22, 2023.

			•			Attending the Annual Meeting and voting during the Annual Meeting live webcast.


			•			to ensure compliance with the $1.00 per share of common stock minimum price requirement for continued listing on NYSE;

			•			to encourage increased investor interest in our Common Stock and promote greater liquidity for our stockholders; and

			•			to help attract, retain, and motivate employees.


			•			our ability to maintain the listing of our Common Stock on NYSE;

			•			the historical trading price and trading volume of our Common Stock;

			•			the number of shares of our Common Stock outstanding immediately before and after the Reverse Stock Split;

			•			the then-prevailing trading price and trading volume of our Common Stock and the anticipated impact of the Reverse Stock Split on the trading price and trading volume of our Common Stock;

			•			the anticipated impact of a particular ratio on our market capitalization; and

			•			prevailing general market and economic conditions.


			•			the market price per share of our Common Stock after the Reverse Stock Split will rise in proportion to the reduction in the number of shares of our Common Stock outstanding immediately before the Reverse Stock Split;

			•			the Reverse Stock Split will result in a per share price that will increase the level of investment in our Common Stock by institutional investors or increase analyst and broker interest in the Company;

			•			the Reverse Stock Split will result in a per share price that will increase our ability to attract and retain employees and other service providers who receive compensation in the form of our equity-based securities; and

			•			the market price per share of our Common Stock will either exceed or remain in excess of the $1.00 minimum price as required by NYSE, or that we will otherwise meet the requirements of NYSE for continued inclusion for trading on NYSE.


						CR0 = the Conversion Rate in effect immediately prior to the open of business on the effective date of such reverse stock split

						CR1 = the new Conversion Rate in effect immediately after the open of business on the effective date of such reverse stock split

						OS0 = the number of shares of Common Stock outstanding immediately prior to the open of business on the effective date of such reverse stock split

						OS1 = the number of shares of Common Stock outstanding immediately after, and solely as a result of, the completion of such reverse stock split


	Pre-Reverse Stock Split	1-for-10	1-for-11	1-for-12	1-for-13	1-for-14
Authorized (All Classes)(1)	1,100,000,000	165,025,500	150,025,908	137,526,250	126,949,615	117,883,928
Common Stock	1,000,000,000	150,000,000	136,363,636	125,000,000	115,384,615	107,142,857
Preferred Stock	100,000,000	15,025,500	13,662,272	12,526,250	11,565,000	10,741,071
Common Stock
Outstanding	117,672,234	11,767,223	10,697,475	9,806,019	9,051,710	8,405,159
Reserved for future issuance pursuant to employee benefit plans	3,636,959	409,831	372,574	341,526	315,255	292,736
Reserved for future issuance pursuant to outstanding equity-based awards	34,898,712	3,932,577	3,575,070	3,277,148	3,025,060	2,808,984
Number of shares issuable upon exercise of outstanding warrants (excluding 2023 Private Placement Warrants)	18,100,000	1,810,000	1,645,454	1,508,333	1,392,307	1,292,857
Number of shares issuable upon exercise of outstanding 2023 Private Placement Warrants(2)	110,204,066	11,020,406	10,018,551	9,183,672	8,477,235	7,871,719
Number of shares issuable upon conversion of Series A Preferred Stock(2)	61,224,484	6,122,442	5,565,855	5,102,035	4,709,567	4,373,170
Authorized but unissued and unreserved	654,263,545	65,426,354	59,478,504	54,521,962	50,327,965	46,733,110
Preferred Stock
Outstanding (Series A Preferred Stock)	30,000	30,000	30,000	30,000	30,000	30,000
Authorized but unissued and unreserved	99,970,000	14,995,500	13,632,272	12,496,250	11,535,000	10,711,071


Items of Business


Record Date


			CR1 = CR0 x (OS1 / OS0)


(1)			Other than the amount shown in the “Pre-Reverse Stock Split” column, amounts shown reflect a reduction in the number of authorized shares of our (i) Common Stock, to an amount equal to 1.5 times the number of shares of authorized Common Stock provided in the “Pre-Reverse Stock Split” column, divided by the applicable Reverse Stock Split ratio, and (ii) Preferred Stock, to an amount equal to the sum of (a) 1.5 times the number of shares of authorized but unissued and unreserved Preferred Stock provided in the “Pre-Reverse Stock Split” column, divided by the applicable Reverse Stock Split ratio and (b) the 30,000 outstanding shares of Series A Preferred Stock.

(2)			Includes all shares issuable upon conversion of Series A Preferred Stock and exercise of 2023 Warrants held by Eclipse, as applicable, without regard to the Share Cap. As described in Proposal 3 below, Eclipse is not currently permitted to convert or vote shares of Series A Preferred Stock or exercise 2023 Warrants to the extent such conversion, vote or exercise would result in Eclipse beneficially owning more than the Share Cap, provided that all outstanding Series A Preferred Stock and all of the shares of Common Stock underlying such Series A Preferred Stock are deemed to be outstanding for such calculation (but, in the case of Eclipse, only up to the Share Cap) and no unexercised rights, options, warrants or conversion privileges to acquire shares of Common Stock are included.


	Pre-Reverse Stock Split	1-for-15	1-for-16	1-for-17	1-for-18	1-for-19	1-for-20
Authorized (All Classes)(1)	1,100,000,000	110,027,000	103,152,187	97,086,176	91,694,166	86,869,736	82,527,750
Common Stock	1,000,000,000	100,000,000	93,750,000	88,235,294	83,333,333	78,947,368	75,000,000
Preferred Stock	100,000,000	10,027,000	9,402,187	8,850,882	8,360,833	7,922,368	7,527,750
Common Stock
Outstanding	117,672,234	7,844,815	6,921,896	6,921,896	6,537,346	6,193,275	5,883,611
Reserved for future issuance pursuant to employee benefit plans	3,636,959	273,221	241,077	241,077	227,684	215,700	204,915
Reserved for future issuance pursuant to outstanding equity-based awards	34,898,712	2,621,718	2,313,280	2,313,280	2,184,765	2,069,777	1,966,288
Number of shares issuable upon exercise of outstanding warrants (excluding 2023 Private Placement Warrants)	18,100,000	1,206,666	1,131,250	1,064,705	1,005,555	952,631	905,000
Number of shares issuable upon exercise of outstanding 2023 Private Placement Warrants(2)	110,204,066	7,346,937	6,887,754	6,482,592	6,122,448	5,800,214	5,510,203
Number of shares issuable upon conversion of Series A Preferred Stock(2)	61,224,484	4,081,625	3,601,437	3,601,437	3,401,350	3,222,333	3,061,219
Authorized but unissued and unreserved	654,263,545	43,617,569	38,486,090	38,486,090	36,347,974	34,434,923	32,713,177
Preferred Stock
Outstanding (Series A Preferred Stock)	30,000	30,000	30,000	30,000	30,000	30,000	30,000
Authorized but unissued and unreserved	99,970,000	9,997,000	93,750,000	8,820,882	8,330,833	7,892,368	7,497,750


			•			an individual who is a citizen or resident of the United States;

			•			a corporation created or organized under the laws of the United States, any state thereof or the District of Columbia;

			•			an estate, the income of which is subject to U.S. federal income tax regardless of its source; or

			•			a trust that (i) is subject to the primary supervision of a U.S. court and all substantial decisions of which are subject to the control of one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code) or (ii) has a valid election in effect to be treated as a United States person for U.S. federal income tax purposes.


			•			creating, authorizing or issuing any additional shares of Series A Preferred Stock or shares which rank senior to or on parity with the Series A Preferred Stock;

			•			amending the Certificate of Designation or amending, waiving or repealing the rights, preferences or privileges of the Series A Preferred Stock;

			•			amending, waiving or repealing any provision of the Certificate of Designation, our Certificate of Incorporation or our Bylaws so as to adversely affect the rights, preferences, or privileges of the Series A Preferred Stock;

			•			increasing or decreasing the authorized number of shares of Series A Preferred Stock;

			•			exchanging, reclassifying or canceling the Series A Preferred Stock (except as contemplated by the Certificate of Designations);

			•			declaring or paying any dividend on, or making any distribution to, or repurchasing any shares of Common Stock or other securities that rank junior to the Preferred Share, subject to certain exceptions;

			•			incurring any indebtedness other than Permitted Indebtedness (as defined in the Certificate of Designation); and

			•			creating, adopting, amending, terminating or repealing any equity (or equity-linked) compensation or incentive plan or increasing the amount or number of equity securities reserved for issuance thereunder if the NYSE would require stockholder approval of such action; provided that the Company’s 2021 Incentive Award Plan (as it exists on the Closing Date) (the “2021 Plan”) and any automatic annual increases pursuant to the 2021 Plan shall not require approval.


			•			the inability of the Company to raise money from other outside investors during the preceding months on comparable or better terms, or at all;

			•			our forecasted cash needs in order to continue as a going concern and execute on its business strategy;

			•			the terms of financing transactions completed by similarly situated companies;

			•			the pro forma ownership and voting control of the Company after giving effect to the Private Placement; and

			•			the significant dilution that would result from the transaction upon conversion of the Series A Preferred Stock and exercise of the warrants, though noting that the dilution was not as significant as other transactions that had been proposed by potential investors during the fundraising efforts.


Fee Category	2022		2021
Audit Fees	$	1,202,300	$	2,331,200
Audit-Related Fees	—		—
Tax Fees	61,991		34,741
All Other Fees	900		900
Total	$	1,265,191	$	2,366,841


			•			Overseeing our accounting and financial reporting process;

			•			Appointing, compensating, retaining and overseeing the work of our independent auditor and any other registered public accounting firm engaged for the purpose of preparing or issuing an audit report or related work or performing other audit, review or attest services for Owlet;

			•			Discussing with our independent auditor any audit problems or difficulties and management’s response;

			•			Pre-approving all audit and non-audit services provided to us by our independent auditor (other than those provided pursuant to appropriate preapproval policies established by the Audit Committee or exempt from such requirement under applicable SEC rules);

			•			Reviewing and discussing our annual and quarterly financial statements with management and our independent auditor;

			•			Discussing our risk management policies, oversee management of such risks and discuss with management the steps management has taken to monitor and control such risks;

			•			Reviewing and approving or ratifying any related person transactions;

			•			Establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters, and for the confidential and anonymous submission by our employees of concerns regarding questionable accounting or auditing matters; and

			•			Preparing the Audit Committee report required by SEC rules.


			•			Reviewing and approving corporate goals and objectives with respect to the compensation of our Chief Executive Officer, evaluating our Chief Executive Officer’s performance in light of these goals and objectives and setting our Chief Executive Officer’s compensation;

			•			Overseeing the evaluation of the performance of our other executive officers and reviewing and setting or making recommendations to our Board of Directors regarding the compensation of our other executive officers;

			•			Reviewing and making recommendations to our Board of Directors regarding director compensation;

			•			Reviewing and approving or making recommendations to our Board of Directors regarding our incentive compensation and equity-based plans and arrangements; and

			•			Appointing and overseeing any compensation consultants;

			•			Reviewing and discussing annually with management our “Compensation Discussion and Analysis,” to the extent required; and

			•			Preparing the annual Compensation Committee report required by SEC rules, to the extent required.


			•			Identifying individuals qualified to become members of our Board, consistent with criteria approved by the Board;

			•			Recommending to our Board the persons to be nominated for election as directors and to each committee of the Board;

			•			Developing and recommending to our Board corporate governance guidelines, and reviewing and recommending to our Board proposed changes to our corporate governance guidelines from time to time; and

			•			Overseeing the annual evaluations of our Board, its committees and management.


			•			Kurt Workman, our President and Chief Executive Officer;

			•			Kathryn R. Scolnick, our Chief Financial Officer; and

			•			Michael P. Abbott, our former President.


Name and Principal Position	Year	Salary ($)	Bonus ($)(1)	Stock Awards ($)(2)	Option Awards ($)(2)	All Other Compensation ($)(3)	Total ($)
Kurt Workman	2022	369,231	50,000	4,258,686	—	3,100	4,681,017
President & Chief Executive Officer	2021	329,808	17,500	—	1,396,976	19,894	1,764,178
Kathryn R. Scolnick	2022	369,231	50,000	1,248,157	—	1,100	1,668,488
Chief Financial Officer	2021	269,231	191,667	1,154,018	702,315	1,150	2,318,381
Michael P. Abbott(4)	2022	330,384	50,000	2,873,686	—	505,832	3,759,903
Former President	2021	450,000	475,000	—	1,995,901	1,330,320	4,251,221


Name(1)	Fees Earned or Paid in Cash ($)	Total ($)
Lior Susan	—	—
Zane M. Burke	50,000	50,000
Laura J. Durr	82,500	82,500
John C. Kim	50,000	50,000
Amy Nam McCullough	—	—
Kenneth Suslow(2)	—	—


(1)			The below table shows the aggregate number of RSUs held by our non-employee directors as of December 31, 2022. No other non-employee directors held RSUs or stock options as of December 31, 2022.


(2)			Mr. Suslow resigned from our Board effective March 28, 2022.


Plan Category	Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants and Rights (#) (a)(2)	Weighted Average Per Share Exercise Price of Outstanding Options, Warrants and Rights(1) ($) (b)(3)	Number of Securities Remaining Available Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c)(4)
Equity compensation plans approved by security holders (1)	8,758,590	1.74	19,984,273
Equity compensation plans not approved by security holders	—	—	—
Total	8,758,590	1.74	19,984,273


			•			each person, or group of affiliated persons, known by us to beneficially own more than five percent of the outstanding shares of any class of our outstanding voting securities;

			•			each of the Company’s directors and director nominees;

			•			each of the Company’s named executive officers included in the Summary Compensation Table; and

			•			all of the Company’s directors and executive officers as a group.


	Shares Beneficially Owned
	Title or Class of Securities

	Common Stock(2)			Series A Preferred Stock(2)

Name and address of Beneficial Owner(1)	Number of Shares Beneficially Owned	Percentage Beneficially Owned(3)		Number of Shares Beneficially Owned	Percentage Beneficially Owned(4)		Combined Voting Power(2)

Holders of More Than 5%
Entities affiliated with Eclipse(5)	46,769,105	34.40	%	20,200	67.33	%	29.99	%
Trilogy Equity Partners, LLC(6)	24,531,139	18.42	%	2,717	9.06	%	9.33	%
Walleye Opportunities Master Fund Ltd.(7)	6,169,403	4.98	%	2,250	7.50	%	2.94	%
The Melton 2020 Irrevocable Trust(8)	8,571,427	6.79	%	1,500	5.00	%	1.96	%
John Stanton and Theresa Gillespie(9)	7,759,850	6.35	%	733	2.44	%	3.13	%
Pacific Investment Management Company LLC(10)	7,311,628	5.85	%	—	—		1.86	%
Directors and Named Executive Officers

Lior Susan(11)	46,769,105	39.73	%	20,200	67.30	%	29.99	%
Zane M. Burke(12)	177,271	*		—	—		*
Laura J. Durr(13)	74,612	*		—	—		*
John C. Kim(14)	2,931,754	2.49	%	500	1.67	%	*
Jayson Knafel	—	*		—	—		*
Amy Nam McCullough	—	*		2,717	9.10	%	*
Kurt Workman(15)	7,470,959	6.34	%	500	1.70	%	3.45	%
Kathryn R. Scolnick(16)	315,276	*		—	—		*
Michael Abbott(17)	1,551,834	1.09	%	—	—		*
All Directors and Executive Officers as a Group (Eight Individuals)(18)	57,738,977	40.60	%	23,917	79.72	%	34.31	%


			•			Management will disclose to the Audit Committee or disinterested directors, as applicable, information such as the name of the related person and the basis on which the person is a related person, the material terms of the related person transaction, including the approximate dollar value of the amount involved in the transaction and other material facts as to the related person’s direct or indirect interest in, or relationship to, the related person transaction;

			•			Management will advise the Audit Committee or disinterested directors, as applicable, as to other relevant considerations such as whether the related person transaction conflicts with the terms of our agreements governing our material outstanding indebtedness that limit or restricts our ability to enter into a related person transaction; and

			•			Related person transactions will be disclosed in our applicable filings under the Securities Act of 1933, as amended, or the Exchange Act, and related rules, and, to the extent required.


			•			Any person who is, or at any time during the applicable period was, one of our officers or one of our directors;

			•			Any person who is known by Owlet to be the beneficial owner of more than five percent (5%) of its voting stock; and

			•			Any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, daughter-in-law, brother-in-law, or sister-in-law of a director, officer or a beneficial owner of more than five percent (5%) of its voting stock, and any person (other than a tenant or employee) sharing the household of such director, officer or beneficial owner of more than five percent (5%) of its voting stock.


Participants	Shares of Series A Preferred Stock	2023 Private Placement Warrant Shares	Aggregate Value

Five Percent or More Holders (1)
Entities Affiliated with Eclipse(2)	20,200	74,204,080	$20,200,000
Trilogy Equity Partners, LLC(3)	2,717	9,980,814	$2,717,000
Walleye Opportunities Master Fund Ltd	2,250	8,265,304	$2,250,000
The Melton 2020 Irrevocable Trust	1,300,000	1,300,000	$1,500,000
John Stanton and Theresa Gillespie	733	2,692,652	$733,000
Directors and Executive Officers
Kurt Workman	500	1,836,734	$500,000
John Kim	500	1,836,734	$500,000