10/15/2025 | Press release | Distributed by Public on 10/15/2025 16:51
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series A Warrants (Right to Purchase Shares of Common Stock) | (1) | 10/10/2025 | D(1) | 5,300,291 | (1) | (1) | Class A Common Stock | 5,300,291 | (1) | 0 | I | See footnote(2) | |||
Series B Warrants (Right to Purchase Shares of Common Stock) | (1) | 10/10/2025 | D(1) | 1,166,935 | (1) | (1) | Class A Common Stock | 1,166,935 | (1) | 0 | I | See footnote(2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Susan Lior C/O OWLET, INC. 3300 NORTH ASHTON BOULEVARD, SUITE 300 LEHI, UT 84043 |
X | X |
/s/ Lior Susan | 10/15/2025 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | On October 10, 2025, Eclipse Early Growth Fund I, L.P. ("Eclipse EGF I") exchanged (a) warrants to purchase shares of Class A common stock, par value $0.0001 per share, of the Company (the "Common Stock"), that were initially issued in February 2023 in connection with the Company's issuance and sale of Series A Convertible Preferred Stock and (b) warrants to purchase shares of Common Stock that were initially issued in February 2024 in connection with the Company's issuance and sale of Series B Convertible Preferred Stock for the shares of Common Stock reported herein at a ratio of approximately 0.61 and 0.56 shares per warrant, respectively. The disposition or deemed disposition of the warrants and any shares of Common Stock that may have been be acquired upon exercise of such warrants and the acquisition of Common Stock in this exchange were exempted from Section 16(b) of the Act pursuant to Rule 16b-3 thereunder. |
(2) | The securities 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. The Reporting Person 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 the Reporting Person disclaim beneficial ownership of the shares held by Eclipse EGF I except to the extent of their respective pecuniary interests therein, if any. |
(3) | The securities 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. The Reporting Person, 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 the Reporting Person disclaim beneficial ownership of the shares held by Eclipse I except to the extent of their respective pecuniary interests therein, if any. |
(4) | The securities 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. The Reporting Person, 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 the Reporting Person disclaim beneficial ownership of the shares held by Eclipse Continuity I except to the extent of their respective pecuniary interests therein, if any. |