Eclipse Continuity GP I, LLC - Aug 20, 2024 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: Aug 20, 2024
Transactions value $: -$12,120,000
Form type: 4
Date filed: 8/22/2024, 04:52 PM
Previous filing: Mar 4, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	OWLT	Common Stock	Conversion of derivative security	$0	+1.77M		$0.00	1.77M	Aug 20, 2024	See footnote	F3, F4
holding	OWLT	Common Stock						969K	Aug 20, 2024	See footnote	F1
holding	OWLT	Common Stock						1.07M	Aug 20, 2024	See footnote	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	Conversion of derivative security	-$12.1M	-12.1K	-60%	$1,000.00	8.08K	Aug 20, 2024	Common Stock	1.77M	$0.00	See footnote	F3, F4, F5

* 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, 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, a member of the Issuer's board of directors, 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.
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, a member of the Issuer's board of directors, 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	On August 20, 2024, Eclipse Early Growth Fund I, L.P. ("Eclipse EGF I") converted 12,120 shares of Series A Convertible Preferred Stock of the Issuer at an exchange ratio of 145.7726, pursuant to the terms and conditions of the Investment Agreement (Excluded Investors), dated February 17, 2023, by and among the Issuer, Eclipse EGF I and the other parties thereto. The number of shares and exchange ratio have been adjusted to reflect the 1-for-14 reverse stock split the Issuer completed on July 7, 2023.
F4	The shares of Common 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.
F5	The Series A Convertible Preferred Stock does not have an expiration date.