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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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 | ||||||||
| Earnout Rights | (1) | 09/29/2021 | A | 44,546 | (1) | 09/29/2026 | Common Stock | 44,546 | (1) | 44,546 (1) | I | See Footnote (2) | |||
| Earnout Rights | (1) | 09/29/2021 | A | 2,528 | (1) | 09/29/2026 | Common Stock | 2,528 | (1) | 2,528 (1) | I | See Footnote (3) | |||
| Earnout Rights | (1) | 09/29/2021 | A | 3,977,218 | (1) | 09/29/2026 | Common Stock | 3,977,218 | (1) | 3,977,218 (1) | I | See Footnote (4) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| KHOSLA VENTURES SEED B, L.P. 2128 SAND HILL ROAD MENLO PARK, CA 94025 |
X | |||
| KHOSLA VENTURES SEED B (CF), L.P. 2128 SAND HILL ROAD MENLO PARK, CA 94025 |
X | |||
| Khosla Ventures Seed Associates B, LLC 2128 SAND HILL ROAD MENLO PARK, CA 94025 |
X | |||
| Khosla Ventures V, L.P. 2128 SAND HILL ROAD MENLO PARK, CA 94025 |
X | |||
| Khosla Ventures Associates V, LLC 2128 SAND HILL ROAD MENLO PARK, CA 94025 |
X | |||
| VK Services, LLC 2128 SAND HILL ROAD MENLO PARK, CA 94025 |
X | |||
| KHOSLA VINOD 2128 SAND HILL ROAD MENLO PARK, CA 94025 |
X | |||
| /s/ John J. Demeter, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC, in its capacity as Manager of Khosla Ventures Seed Associates B, LLC, in its capacity as general partner of Khosla Ventures Seed B, L.P. | 10/05/2021 | |
| **Signature of Reporting Person | Date | |
| /s/ John J. Demeter, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC, in its capacity as Manager of Khosla Ventures Seed Associates B, LLC, in its capacity as general partner of Khosla Ventures Seed B (CF), L.P. | 10/05/2021 | |
| **Signature of Reporting Person | Date | |
| /s/ John J. Demeter, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC, in its capacity as Manager of Khosla Ventures Seed Associates B, LLC | 10/05/2021 | |
| **Signature of Reporting Person | Date | |
| /s/ John J. Demeter, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC, in its capacity as Manager of Khosla Ventures Associates V, LLC, in its capacity as general partner of Khosla Ventures V, L.P. | 10/05/2021 | |
| **Signature of Reporting Person | Date | |
| /s/ John J. Demeter, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC, in its capacity as Manager of Khosla Ventures Associates V, LLC | 10/05/2021 | |
| **Signature of Reporting Person | Date | |
| /s/ John J. Demeter, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC | 10/05/2021 | |
| **Signature of Reporting Person | Date | |
| /s/ John J. Demeter, as attorney in fact for Vinod Khosla | 10/05/2021 | |
| **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 earnout rights were acquired pursuant to a business combination (the "Business Combination") that closed on September 29, 2021. Pursuant to the Business Combination Agreement, dated March 22, 2021 (the "Business Combination Agreement"), pursuant to which the Business Combination was consummated, the Reporting Person is entitled to receive shares of the Issuer's Common Stock if, from the closing of the transaction until the fifth anniversary thereof, the volume-weighted average price of the Common Stock (the "VWAP Price") equals or exceeds certain thresholds. The first half of the shares of Common Stock will be issued if the VWAP Price equals or exceeds $12.50 for 20 or more trading days within any 30-trading-day period and the second half of the shares of Common Stock will be issued if the VWAP Price equals or exceeds $15.00 for 20 or more trading days within any 30-trading-day period, in each case, subject to adjustment as provided in the Business Combination Agreement. |
| (2) | Consists of securities held of record by Khosla Ventures Seed B, L.P. ("KV Seed B"), of which Khosla Ventures Seed Associates B, LLC ("KVA Seed B") is the general partner. Vinod Khosla is the managing member of VK Services, LLC ("VK Services"), which is the sole manager of KVA Seed B. Each of KVA Seed B, VK Services and Vinod Khosla may be deemed to possess voting and investment control over such securities held by KV Seed B, and each of KVA Seed B, VK Services and Vinod Khosla may be deemed to have indirect beneficial ownership of such securities held by KV Seed B. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its respective pecuniary interests therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
| (3) | Consists of securities held of record by Khosla Ventures Seed B (CF), L.P. ("KV Seed B (CF)"), of which KVA Seed B is the general partner. Vinod Khosla is the managing member of VK Services, which is the sole manager of KVA Seed B. Each of KVA Seed B, VK Services and Vinod Khosla may be deemed to possess voting and investment control over such securities held by KV Seed B (CF), and each of KVA Seed B, VK Services and Vinod Khosla may be deemed to have indirect beneficial ownership of such securities held by KV Seed B (CF). Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its respective pecuniary interests therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
| (4) | Consists of securities held of record by Khosla Ventures V, L.P. ("KV V"), of which Khosla Ventures Associates V, LLC ("KVA V") is the general partner. Vinod Khosla is the managing member of VK Services, which is the sole manager of KVA V. Each of KVA V, VK Services and Vinod Khosla may be deemed to possess voting and investment control over such securities held by KV V, and each of KVA V, VK Services, and Vinod Khosla may be deemed to have indirect beneficial ownership of such securities held by KV V. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interests therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |