Eclipse Continuity GP I, LLC - Feb 17, 2023 Form 4 Insider Report for Owlet, Inc. (OWLT)

Role: 10%+ Owner
Signature: Eclipse Early Growth Fund I, L.P., by: Eclipse Early Growth GP I LLC, its General Partner /s/ Lior Susan, Managing Member
Stock symbol: OWLT
Transactions as of: Feb 17, 2023
Transactions value $: $20,200,000
Form type: 4
Date filed: 2/22/2023, 07:42 PM
Previous filing: Jul 19, 2021
Next filing: Mar 4, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	OWLT	Class A Common Stock						13.6M	Feb 17, 2023	See footnotes	F1
holding	OWLT	Class A Common Stock						14.9M	Feb 17, 2023	See footnotes	F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	OWLT	Series A Convertible Preferred Stock	Purchase	$20.2M	+20.2K		$1,000.00^*	20.2K	Feb 17, 2023	Class A Common Stock	41.2M	$1,000.00	See footnotes	F3, F4, F5
transaction	OWLT	Warrant to Purchase Class A Common Stock	Purchase		+74.2M			74.2M	Feb 17, 2023	Class A Common Stock	74.2M	$0.33	See footnotes	F5, F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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.
F2	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.
F3	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.
F4	The Series A does not have an expiration date.
F5	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.
F6	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.