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

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
22 Feb 2023, 19:42:31 UTC
Prior SEC filing
19 Jul 2021
Next SEC filing
04 Mar 2024
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
Eclipse Early Growth Fund I, L.P., by: Eclipse Early Growth GP I LLC, its General Partner /s/ Lior Susan, Managing Member

Key filing fact

Eclipse Continuity GP I, LLC filed Form 4 for Owlet, Inc. (OWLT) on 22 Feb 2023.

Key facts

  • This page summarizes Eclipse Continuity GP I, LLC's Form 4 filing for Owlet, Inc. (OWLT).
  • 2 reported transactions and 2 derivative rows are listed below.
  • Accepted by SEC: 22 Feb 2023, 19:42.

Change

  • Previous filing in this sequence was filed on 19 Jul 2021.
  • Current net transaction value: +$20,200,000.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

OWLT holding

Class A Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
13,561,716
Date
17 Feb 2023
Ownership
See footnotes
Footnotes
F1
OWLT holding

Class A Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
14,930,616
Date
17 Feb 2023
Ownership
See footnotes
Footnotes
F2

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

OWLT transaction Derivative

Series A Convertible Preferred Stock

Purchase

Transaction value
$20,200,000
Shares
+20,200
Change %
Price
$1000.00*
Shares after
20,200
Date
17 Feb 2023
Ownership
See footnotes
Underlying class
Class A Common Stock
Underlying amount
41,224,489
Exercise price
$1000.00
Footnotes
F3, F4, F5
OWLT transaction Derivative

Warrant to Purchase Class A Common Stock

Purchase

Transaction value
Shares
+74,204,080
Change %
Price
Shares after
74,204,080
Date
17 Feb 2023
Ownership
See footnotes
Underlying class
Class A Common Stock
Underlying amount
74,204,080
Exercise price
$0.3330
Footnotes
F5, F6
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 6 footnotes

Footnote 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.

Footnote 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.

Footnote 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.

Footnote F4

The Series A does not have an expiration date.

Footnote 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.

Footnote 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.

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