Eclipse Continuity GP I, LLC - 29 Feb 2024 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
04 Mar 2024, 16:17:26 UTC
Prior SEC filing
22 Feb 2023
Next SEC filing
22 Aug 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 04 Mar 2024.

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: 04 Mar 2024, 16:17.

Change

  • Previous filing in this sequence was filed on 22 Feb 2023.
  • Current net transaction value: +$6,000,000.

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
968,694
Date
29 Feb 2024
Ownership
See footnotes.
Footnotes
F1
OWLT holding

Class A Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
1,066,472
Date
29 Feb 2024
Ownership
See footnotes.
Footnotes
F2

Reported derivative securities

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

OWLT transaction Derivative

Series B Convertible Preferred Stock

Purchase

Transaction value
$6,000,000
Shares
+6,000
Change %
Price
$1000.00*
Shares after
6,000
Date
29 Feb 2024
Ownership
See footnotes.
Underlying class
Class A Common Stock
Underlying amount
777,957
Exercise price
Footnotes
F3, F4, F5
OWLT transaction Derivative

Common Stock Warrant (Right To Buy)

Purchase

Transaction value
Shares
+1,166,935
Change %
Price
Shares after
1,166,935
Date
29 Feb 2024
Ownership
See footnotes.
Underlying class
Class A Common Stock
Underlying amount
1,166,935
Exercise price
$7.71
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, par value $0.0001 per share (the "Common Stock"), of the Issuer 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 Mr. 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 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. Mr. 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 B Convertible Preferred Stock is convertible into shares of Common Stock. The conversion rate shall initially be 129.6596 shares of Common Stock per each share of Series B Convertible Preferred Stock, subject to adjustment from time to time pursuant to the terms and conditions of the Investment Agreement, dated February 25, 2024, by and among the Issuer and Eclipse Early Growth Fund I, L.P. ("Eclipse EGF I"), amongst others.

Footnote F4

The Series B Convertible Preferred Stock does not have an expiration date.

Footnote F5

The shares of Series B Convertible Preferred Stock are held of record by 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. Mr. 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 EG 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 29, 2024, by the Issuer and Eclipse EGF I (the "Warrant"), the exercise price and the number of shares of the Issuer's Common Stock issuable upon exercise are subject to adjustment upon the occurrence of certain events. As such, the exercise price and the number of shares of 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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