Starco Brands Inc.

05/19/2025 | Press release | Distributed by Public on 05/19/2025 17:09

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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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OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
GV 2016 GP, L.L.C.
2. Issuer Name and Ticker or Trading Symbol
Starco Brands, Inc. [STCB]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1600 AMPHITHEATRE PARKWAY
3. Date of Earliest Transaction (Month/Day/Year)
05/15/2025
(Street)
MOUNTAIN VIEW, CA 94043
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 05/15/2025 J(1)(2) 47,980,156 A (1)(2) 147,490,961 I By GV 2016, L.P.(3)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GV 2016 GP, L.L.C.
1600 AMPHITHEATRE PARKWAY
MOUNTAIN VIEW, CA 94043
X
GV 2016 GP, L.P.
1600 AMPHITHEATRE PARKWAY
MOUNTAIN VIEW, CA 94043
X
GV 2016, L.P.
1600 AMPHITHEATRE PARKWAY
MOUNTAIN VIEW, CA 94043
X
Alphabet Inc.
1600 AMPHITHEATRE PARKWAY
MOUNTAIN VIEW, CA 94043
X

Signatures

/s/ Inga Goldbard, General Counsel of GV 2016 GP, L.L.C. 05/19/2025
**Signature of Reporting Person Date
/s/ Inga Goldbard, General Counsel of GV 2016 GP, L.P. 05/19/2025
**Signature of Reporting Person Date
/s/ Inga Goldbard, General Counsel of GV 2016, L.P. 05/19/2025
**Signature of Reporting Person Date
/s/ Kathryn W. Hall, Assistant Secretary of Alphabet Inc. 05/19/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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 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.
(2) 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.
(3) 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Starco Brands Inc. published this content on May 19, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on May 19, 2025 at 23:10 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]