0001628280-23-004652.txt : 20230222 0001628280-23-004652.hdr.sgml : 20230222 20230222204644 ACCESSION NUMBER: 0001628280-23-004652 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230217 FILED AS OF DATE: 20230222 DATE AS OF CHANGE: 20230222 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Susan Lior CENTRAL INDEX KEY: 0001832895 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39516 FILM NUMBER: 23655615 MAIL ADDRESS: STREET 1: 1412 62ND STREET CITY: EMERYVILLE STATE: CA ZIP: 94608 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Owlet, Inc. CENTRAL INDEX KEY: 0001816708 STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1999 AVENUE OF THE STARS STREET 2: SUITE 2088 CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 424-208-8488 MAIL ADDRESS: STREET 1: 1999 AVENUE OF THE STARS STREET 2: SUITE 2088 CITY: LOS ANGELES STATE: CA ZIP: 90067 FORMER COMPANY: FORMER CONFORMED NAME: Sandbridge Acquisition Corp DATE OF NAME CHANGE: 20200702 4 1 wf-form4_167711678454400.xml FORM 4 X0306 4 2023-02-17 0 0001816708 Owlet, Inc. OWLT 0001832895 Susan Lior C/O OWLET, INC. 3300 NORTH ASHTON BOULEVARD, SUITE 300 LEHI UT 84043 1 0 1 0 Series A Convertible Preferred Stock 1000.0 2023-02-17 4 P 0 20200 1000 A 2023-02-17 Common Stock 41224489.0 20200 I See footnote. Warrants (Right to Purchase Shares of Common Stock) 0.333 2023-02-17 4 P 0 74204080 A 2023-02-17 2028-02-17 Common Stock 74204080.0 74204080 I See footnote. The Series A Convertible Preferred Stock is convertible into shares of Class A common stock, par value $0.0001 per share (the "Common Stock"), of Owlet, Inc. (the "Company"). The conversion rate shall initially be 2,040.8163 shares of Common Stock per each share of Series A Convertible Preferred Stock, subject to adjustment from time to time pursuant to the terms and conditions of the Investment Agreement, dated February 17, 2023, by and among the Company and Eclipse Early Growth Fund I, L.P., amongst others. The Series A Convertible Preferred Stock does not have an expiration date. The shares of Series A Convertible Preferred Stock are held of record by Eclipse Early Growth Fund I, L.P. ("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. Mr. Susan 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 EGF GP I and Mr. Susan disclaim beneficial ownership of the shares held by Eclipse EGF I except to the extent of their respective pecuniary interests therein, if any. As set forth in the Warrant to Purchase Shares of Common Stock of Owlet, Inc., dated February 17, 2023, by the Company and Eclipse EGF I, the exercise price and the number of shares of the Company's Common Stock issuable on exercise are subject to adjustment upon the occurrence of certain events. As such, the exercise price and the number of shares of Common Stock issuable upon exercise as reported on this Form 4 are subject to change upon the occurrence of future events in accordance with the terms of the Warrant. /s/ Heidi M. Krings, Attorney-in-Fact 2023-02-22