Lior Susan - Feb 17, 2023 Form 4 Insider Report for Owlet, Inc. (OWLT)

Role
Director, 10%+ Owner
Signature
/s/ Heidi M. Krings, Attorney-in-Fact
Stock symbol
OWLT
Transactions as of
Feb 17, 2023
Transactions value $
$20,200,000
Form type
4
Date filed
2/22/2023, 07:46 PM
Previous filing
Jun 3, 2022
Next filing
Mar 4, 2024

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 Common Stock 41.2M $1,000.00 See footnote. F1, F2, F3
transaction OWLT Warrants (Right to Purchase Shares of Common Stock) Purchase +74.2M 74.2M Feb 17, 2023 Common Stock 74.2M $0.33 See footnote. F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The Series A Convertible Preferred Stock is convertible into shares of Class A common stock, par value $0.0001 per share (the "Common Stock"), of Owlet, Inc. (the "Company"). The conversion rate shall initially be 2,040.8163 shares of Common Stock per each share of Series A Convertible Preferred Stock, 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 Company and Eclipse Early Growth Fund I, L.P., amongst others.
F2 The Series A Convertible Preferred Stock does not have an expiration date.
F3 The shares of Series A Convertible Preferred Stock 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. 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 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.
F4 As set forth in the Warrant to Purchase Shares of Common Stock of Owlet, Inc., dated February 17, 2023, by the Company and Eclipse EGF I, the exercise price and the number of shares of the Company's 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 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.