05/22/2025 | Press release | Distributed by Public on 05/22/2025 14:11
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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Andreessen Horowitz Fund IV, L.P. 2865 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025 |
X | |||
AH Equity Partners IV, L.L.C. 2865 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025 |
X | |||
AH Parallel Fund IV, L.P. 2865 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025 |
X | |||
AH Equity Partners IV (Parallel), L.L.C. 2865 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025 |
X | |||
Andreessen Horowitz Fund III, L.P. 2865 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025 |
X | |||
AH Equity Partners III, L.L.C. 2865 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025 |
X | |||
a16z Seed-III, LLC 2865 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025 |
X | |||
Andreessen Marc L C/O ANDREESSEN HOROWITZ 2865 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025 |
X | |||
HOROWITZ BENJAMIN A C/O ANDREESSEN HOROWITZ 2865 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025 |
X |
Andreessen Horowitz Fund IV, L.P., for itself and as nominee for Andreessen Horowitz Fund IV-A, L.P., Andreessen Horowitz Fund IV-B, L.P., Andreessen Horowitz Fund IV-Q, L.P.; By AH Equity Partners IV, L.L.C., its General Partner; By /s/ Phil Hathaway COO | 05/22/2025 | |
**Signature of Reporting Person | Date | |
AH Equity Partners IV, L.L.C.; By /s/ Phil Hathaway, COO | 05/22/2025 | |
**Signature of Reporting Person | Date | |
AH Parallel Fund IV, L.P., for itself and as nominee for AH Parallel Fund IV-A, L.P., AH Parallel Fund IV-B, L.P., AH Parallel Fund IV-Q, L.P.; By AH Equity Partners IV (Parallel), L.L.C., its General Partner; By /s/ Phil Hathaway, COO | 05/22/2025 | |
**Signature of Reporting Person | Date | |
AH Equity Partners IV (Parallel), L.L.C.; By /s/ Phil Hathaway, COO | 05/22/2025 | |
**Signature of Reporting Person | Date | |
Andreessen Horowitz Fund III, L.P., for itself and as nominee for the AH III Fund Entities; By AH Equity Partners III, L.L.C., its General Partner; By /s/ Phil Hathaway, COO | 05/22/2025 | |
**Signature of Reporting Person | Date | |
AH Equity Partners III, L.L.C.; By /s/ Phil Hathaway, COO | 05/22/2025 | |
**Signature of Reporting Person | Date | |
a16z Seed-III, LLC; By /s/ Phil Hathaway, COO | 05/22/2025 | |
**Signature of Reporting Person | Date | |
Marc Andreessen, /s/ Phil Hathaway, Attorney-in-fact for Marc Andreessen | 05/22/2025 | |
**Signature of Reporting Person | Date | |
Benjamin Horowitz, /s/ Phil Hathaway, Attorney-in-fact for Benjamin Horowitz | 05/22/2025 | |
**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) | The Reporting Persons received these securities, effective May 20, 2025, for no additional cost as earn-out shares in connection with the sale of Soylent Nutrition, Inc., which the Issuer acquired by merger on February 15, 2023. The right to receive these earn-out shares became fixed and irrevocable on February 15, 2023 (as modified on March 14, 2024). |
(2) | These shares are held of record by Andreessen Horowitz Fund IV, L.P. ("AH Fund IV"), for itself and as nominee for Andreessen Horowitz Fund IV-A, L.P., Andreessen Horowitz Fund IV-B, L.P., and Andreessen Horowitz Fund IV-Q, L.P. AH Equity Partners IV, L.L.C. ("AH EP IV"), the general partner of AH Fund IV, may be deemed to have sole power to vote and dispose of these shares. Marc Andreessen and Benjamin Horowitz, the managing members of AH EP IV, may be deemed to have shared power to vote and dispose of these shares. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held of record by AH Fund IV and this report shall not be deemed an admission that such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any. |
(3) | These shares are held of record by AH Parallel Fund IV, L.P. ("AH Parallel Fund IV"), for itself and as nominee for AH Parallel Fund IV-A, L.P., AH Parallel Fund IV-B, L.P., and AH Parallel Fund IV-Q, L.P. AH Equity Partners IV (Parallel), L.L.C. ("AH EP Parallel IV"), the general partner of AH Parallel Fund IV, may be deemed to have sole power to vote and dispose of these shares. Marc Andreessen and Benjamin Horowitz, the managing members of AH EP Parallel IV, may be deemed to have shared power to vote and dispose of these shares. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held of record by AH Parallel Fund IV and this report shall not be deemed an admission that such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any. |
(4) | These shares are held of record by Andreessen Horowitz Fund III, L.P. ("AH Fund III"), for itself and as nominee for Andreessen Horowitz Fund III-A, L.P., Andreessen Horowitz Fund III-B, L.P., and Andreessen Horowitz Fund III-Q, L.P. (collectively, the "AH Fund III Entities"). AH Equity Partners III, L.L.C. ("AH EP III"), the general partner of AH Fund III, may be deemed to have sole power to vote and dispose of these shares. Marc Andreessen and Benjamin Horowitz, the managing members of AH EP III, may be deemed to have shared power to vote and dispose of these shares. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held of record by AH Fund III and this report shall not be deemed an admission that such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any. |
(5) | These shares are held of record by a16z Seed-III, LLC ("a16z Seed"). The members of a16z Seed are the AH Fund III Entities. AH EP III, the general partner of the AH Fund III Entities, may be deemed to have sole power to vote and dispose of these shares. Marc Andreessen and Benjamin Horowitz, the managing members of AH EP III, may be deemed to have shared power to vote and dispose of these shares. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held of record by a16z Seed and this report shall not be deemed an admission that such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any. |