SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

LEVITAN DAN

(Last)

(First)

(Middle)

C/O ALLBIRDS, INC.

730 MONTGOMERY STREET

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Allbirds, Inc. [ BIRD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/05/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	11/05/2021		C		1,439,281	A	$0.00	1,439,281	I	See footnote⁽¹⁾
Class A Common Stock	11/05/2021		S		1,439,281	D	$15	0	I	See footnote⁽¹⁾
Class A Common Stock	11/05/2021		C		382,269	A	$0.00	382,269	I	See footnote⁽²⁾
Class A Common Stock	11/05/2021		S		382,269	D	$15	0	I	See footnote⁽²⁾
Class A Common Stock	11/05/2021		C		178,450	A	$0.00	178,450	I	See footnote⁽³⁾
Class A Common Stock	11/05/2021		S		178,450	D	$15	0	I	See footnote⁽³⁾

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series Seed Preferred Stock	⁽⁴⁾	11/05/2021		C			290,625	⁽⁴⁾	⁽⁴⁾	Class B Common Stock⁽⁵⁾	290,625	$0.00	0	I	See footnote⁽¹⁾
Class B Common Stock	⁽⁵⁾	11/05/2021		C		290,625		⁽⁵⁾	⁽⁵⁾	Class A Common Stock	290,625	$0.00	393,785	I	See footnote⁽¹⁾
Series A Preferred Stock	⁽⁴⁾	11/05/2021		C			12,632,840	⁽⁴⁾	⁽⁴⁾	Class B Common Stock⁽⁵⁾	12,632,840	$0.00	0	I	See footnote⁽¹⁾
Class B Common Stock	⁽⁵⁾	11/05/2021		C		12,632,840		⁽⁵⁾	⁽⁵⁾	Class A Common Stock	12,632,840	$0.00	13,026,625	I	See footnote⁽¹⁾
Class B Common Stock	⁽⁵⁾	11/05/2021		C			1,439,281	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	1,439,281	$0.00	11,587,344	I	See footnote⁽¹⁾
Series Seed Preferred Stock	⁽⁴⁾	11/05/2021		C			29,165	⁽⁴⁾	⁽⁴⁾	Class B Common Stock⁽⁵⁾	29,165	$0.00	0	I	See footnote⁽²⁾
Class B Common Stock	⁽⁵⁾	11/05/2021		C		29,165		⁽⁵⁾	⁽⁵⁾	Class A Common Stock	29,165	$0.00	39,520	I	See footnote⁽²⁾
Series A Preferred Stock	⁽⁴⁾	11/05/2021		C			4,141,475	⁽⁴⁾	⁽⁴⁾	Class B Common Stock⁽⁵⁾	4,141,475	$0.00	0	I	See footnote⁽²⁾
Class B Common Stock	⁽⁵⁾	11/05/2021		C		4,141,475		⁽⁵⁾	⁽⁵⁾	Class A Common Stock	4,141,475	$0.00	4,180,995	I	See footnote⁽²⁾
Class B Common Stock	⁽⁵⁾	11/05/2021		C			382,269	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	382,269	$0.00	3,798,726	I	See footnote⁽²⁾
Series Seed Preferred Stock	⁽⁴⁾	11/05/2021		C			35,925	⁽⁴⁾	⁽⁴⁾	Class B Common Stock⁽⁵⁾	35,925	$0.00	0	I	See footnote⁽³⁾
Class B Common Stock	⁽⁵⁾	11/05/2021		C		35,925		⁽⁵⁾	⁽⁵⁾	Class A Common Stock	35,925	$0.00	48,680	I	See footnote⁽³⁾
Series A Preferred Stock	⁽⁴⁾	11/05/2021		C			1,568,030	⁽⁴⁾	⁽⁴⁾	Class B Common Stock⁽⁵⁾	1,568,030	$0.00	0	I	See footnote⁽³⁾
Class B Common Stock	⁽⁵⁾	11/05/2021		C		1,568,030		⁽⁵⁾	⁽⁵⁾	Class A Common Stock	1,568,030	$0.00	1,616,710	I	See footnote⁽³⁾
Class B Common Stock	⁽⁵⁾	11/05/2021		C			178,450	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	178,450	$0.00	1,438,260	I	See footnote⁽³⁾

Explanation of Responses:

1. Shares are held by Maveron Equity Partners V, L.P. Reporting Person is a Managing Member of Maveron General Partner V, LLC, the General Partner of Maveron Equity Partners V, L.P., and shares voting and investment power over such shares.

2. Shares are held by MEP Associates V, L.P. Reporting Person is a Managing Member of Maveron General Partner V, LLC, the General Partner of MEP Associates V, L.P., and shares voting and investment power over such shares.

3. Shares are held by Maveron V Entrepreneurs' Fund, L.P. Reporting Person is a Managing Member of Maveron General Partner V, LLC, the General Partner of Maveron V Entrepreneurs' Fund, L.P., and shares voting and investment power over such shares.

4. Each share of Preferred Stock automatically converted into one share of Class B Common Stock immediately prior to the closing of the Issuer's initial public offering.

5. Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. Each share of Class B Common Stock held by the Reporting Person will convert automatically into one share of Class A Common Stock upon the sale or transfer of such share of Class B Common Stock, subject to certain exceptions, and in certain other circumstances described in the Issuer's amended and restated certificate of incorporation.

Remarks:

	Dan Levitan, by /s/ Ron A. Metzger, Attorney-in-Fact	11/08/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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