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