0000899243-21-043107.txt : 20211104 0000899243-21-043107.hdr.sgml : 20211104 20211104202829 ACCESSION NUMBER: 0000899243-21-043107 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211104 FILED AS OF DATE: 20211104 DATE AS OF CHANGE: 20211104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NGP Switchback II, LLC CENTRAL INDEX KEY: 0001829712 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41019 FILM NUMBER: 211381896 BUSINESS ADDRESS: STREET 1: 5949 SHERRY LANE STREET 2: SUITE 1010 CITY: DALLAS STATE: TX ZIP: 75225 BUSINESS PHONE: (972) 514-9535 MAIL ADDRESS: STREET 1: 5949 SHERRY LANE STREET 2: SUITE 1010 CITY: DALLAS STATE: TX ZIP: 75225 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Bird Global, Inc. CENTRAL INDEX KEY: 0001861449 STANDARD INDUSTRIAL CLASSIFICATION: MOTORCYCLES, BICYCLES & PARTS [3751] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 406 BROADWAY AVENUE STREET 2: SUITE 369 CITY: SANTA MONICA STATE: CA ZIP: 90401 BUSINESS PHONE: (866) 205-2442 MAIL ADDRESS: STREET 1: 406 BROADWAY AVENUE STREET 2: SUITE 369 CITY: SANTA MONICA STATE: CA ZIP: 90401 FORMER COMPANY: FORMER CONFORMED NAME: Bird Rides Holdings, Inc. DATE OF NAME CHANGE: 20210510 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-11-04 1 0001861449 Bird Global, Inc. BRDS 0001829712 NGP Switchback II, LLC 5949 SHERRY LANE, SUITE 1010 DALLAS TX 75225 0 0 1 0 Class A Common Stock 2021-11-04 4 C 0 7826250 A 7826250 I See Footnotes Class B Common Stock 2021-11-04 4 C 0 7826250 D Class A Common Stock 7826250 0 I See Footnotes Private Placement Warrants 11.50 2021-11-04 4 A 0 6550000 1.50 A Class A Common Stock 6550000 6550000 I See Footnotes In connection with the closing of the business combination (the "Business Combination") between Switchback II Corporation ("Switchback"), Maverick Merger Sub Inc., Bird Rides, Inc. and the Issuer on November 4, 2021, the Reporting Person's shares of Class B Common Stock automatically converted into shares of the Issuer's Class A Common Stock on a one-for-one basis. NGP Switchback II, LLC (the "Sponsor") is the record holder of the shares reported herein. Scott McNeill and Jim Mutrie are managers and co-chief executive officers of the Sponsor. Chris Carter, Philip J. Deutch, Scott Gieselman and Sam Stoutner are managers of the Sponsor. As such, Messrs. McNeill, Mutrie, Carter, Deutch, Gieselman and Stoutner may be deemed to have or share beneficial ownership of the securities held directly by the Sponsor. NGP XII US Holdings, L.P. indirectly owns a majority of the limited liability company interests of the Sponsor through its wholly-owned subsidiary, NGP ETP III Investments, LLC and NGP ETP III Investments, LLC's majority-owned subsidiary, NGP Energy Technology Partners III, LLC. NGP XII Holdings GP, L.L.C. is the sole general partner of NGP XII US Holdings, L.P., and NGP Natural Resources XII, L.P. is the sole member of NGP XII Holdings GP, L.L.C. G.F.W. Energy XII, L.P. is the sole general partner of NGP Natural Resources XII, L.P., and GFW XII, L.L.C. is the sole general partner of G.F.W. Energy XII, L.P. GFW XII, L.L.C. has delegated full power and authority to manage NGP XII US Holdings, L.P. to NGP Energy Capital Management, L.L.C. Chris Carter, Craig Glick and Jill Lampert serve on the Executive Committee of NGP Energy Capital Management, L.L.C. Accordingly, each of NGP XII US Holdings, L.P., NGP XII Holdings GP, L.L.C., NGP Natural Resources XII, L.P., G.F.W. Energy XII, L.P., GFW XII, L.L.C., NGP ETP III Investments, LLC, NGP Energy Capital Management, L.L.C., Chris Carter, Craig Glick and Jill Lampert may be deemed to have or share beneficial ownership of the securities held directly by the Sponsor. The shares of Class B Common Stock are convertible into shares of Class A Common Stock of the Issuer on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, and have no expiration date. The warrants will become exercisable on the later of 30 days after the completion of the Business Combination and 12 months from the closing of Switchback's initial public offering. The warrants will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation, as described in the prospectus for Switchback's initial public offering. Includes 5,550,000 private placement warrants issued to the Sponsor in connection with Switchback's initial public offering and 1,000,000 private warrants issued to the Sponsor upon exercise of its right to convert a $1,500,000 principal amount of working capital loans made by the Sponsor to Switchback at a price of $1.50. /s/ Jim Mutrie, Co-Chief Executive Officer and Manager 2021-11-04