Gv 2016 Gp, L.L.C. - May 15, 2025 Form 4 Insider Report for Starco Brands, Inc. (STCB)

Role
10%+ Owner
Signature
/s/ Inga Goldbard, General Counsel of GV 2016 GP, L.L.C.
Stock symbol
STCB
Transactions as of
May 15, 2025
Transactions value $
$0
Form type
4
Date filed
5/19/2025, 07:09 PM
Previous filing
Feb 13, 2025

Reporting Owners (4)

Name Relationship Address Signature Signature date CIK
GV 2016 GP, L.L.C. 10%+ Owner 1600 AMPHITHEATRE PARKWAY, MOUNTAIN VIEW /s/ Inga Goldbard, General Counsel of GV 2016 GP, L.L.C. 2025-05-19 0001722201
GV 2016 GP, L.P. 10%+ Owner 1600 AMPHITHEATRE PARKWAY, MOUNTAIN VIEW /s/ Inga Goldbard, General Counsel of GV 2016 GP, L.P. 2025-05-19 0001722204
GV 2016, L.P. 10%+ Owner 1600 AMPHITHEATRE PARKWAY, MOUNTAIN VIEW /s/ Inga Goldbard, General Counsel of GV 2016, L.P. 2025-05-19 0001721789
Alphabet Inc. 10%+ Owner 1600 AMPHITHEATRE PARKWAY, MOUNTAIN VIEW /s/ Kathryn W. Hall, Assistant Secretary of Alphabet Inc. 2025-05-19 0001652044

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction STCB Class A Common Stock Other +48M +48.22% 147M May 15, 2025 By GV 2016, L.P. F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The Reporting Persons received these securities for no additional consideration, effective May 15, 2025, as a post-closing purchase price adjustment (the "Second Post-Closing Adjustment") under the terms of that certain Agreement and Plan of Merger (the "Merger Agreement"), dated February 14, 2023, entered into by and among: (i) the Issuer; (ii) Starco Merger Sub I, Inc., a Delaware corporation; (iii) Soylent Nutrition, Inc., a Delaware corporation ("Soylent"); and (iv) Hamilton Start, LLC, solely in its capacity as the representative of the Soylent equityholders, in connection with the February 15, 2023 sale of Soylent to the Issuer, as subsequently modified by that certain Stockholder Agreement (the "Stockholder Agreement") entered into on March 15, 2024, by and between the Issuer and certain Soylent stockholders.
F2 Pursuant to the Merger Agreement as amended by the Stockholder Agreement, the 2016 Partnership was entitled to receive additional shares of the Issuer's Class A Common Stock for no additional consideration if the volume weighted average trading price of the Issuer's Class A Common Stock was less than $0.35 per share for each of the 30-trading day periods ending on: (i) February 14, 2024 and (ii) May 15, 2025. The reported transaction represents the release of the Second Post-Closing Adjustment.
F3 The securities reported in this row are directly held by GV 2016, L.P. (the "2016 Partnership"). The general partner of the 2016 Partnership is GV 2016 GP, L.P. ("2016 GP"). The general partner of 2016 GP is GV 2016 GP, L.L.C. ("2016 LLC"). The sole managing member of 2016 LLC is Alphabet Holdings LLC ("Alphabet Holdings"). The sole managing member of Alphabet Holdings is XXVI Holdings Inc. ("XXVI"). The controlling stockholder of XXVI is Alphabet Inc. Each of 2016 GP, 2016 LLC, Alphabet Holdings, XXVI, and Alphabet Inc. may be deemed to have voting and investment discretion over the securities directly beneficially owned by the 2016 Partnership. Each of the aforementioned parties disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.