SC 13G

0001193125-21-017746.txt : 20210126 0001193125-21-017746.hdr.sgml : 20210126 20210126163200 ACCESSION NUMBER: 0001193125-21-017746 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20210126 DATE AS OF CHANGE: 20210126 GROUP MEMBERS: ALEXANDER KLABIN GROUP MEMBERS: MICHAEL S. CLIFTON GROUP MEMBERS: ROBERT REID GROUP MEMBERS: SPENCER M. RASCOFF SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Supernova Partners Acquisition Company, Inc. CENTRAL INDEX KEY: 0001825024 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-91784 FILM NUMBER: 21554490 BUSINESS ADDRESS: STREET 1: 4520 DEXTER STREET, N.W. CITY: WASHINGTON STATE: DC ZIP: 20007 BUSINESS PHONE: (202) 918-7070 MAIL ADDRESS: STREET 1: 4520 DEXTER STREET, N.W. CITY: WASHINGTON STATE: DC ZIP: 20007 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Supernova Partners LLC CENTRAL INDEX KEY: 0001825023 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 4520 DEXTER STREET, N.W. CITY: WASHINGTON STATE: DC ZIP: 20007 BUSINESS PHONE: (202) 918-7070 MAIL ADDRESS: STREET 1: 4520 DEXTER STREET, N.W. CITY: WASHINGTON STATE: DC ZIP: 20007 SC 13G 1 d108043dsc13g.htm SC 13G SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant

to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed

Pursuant to § 240.13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )*

Supernova Partners Acquisition Company, Inc.

(Name of Issuer)

Class A common stock, par value $0.0001 per share

(Title of Class of Securities)

86846V108

(CUSIP Number)

December 31, 2020

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP NO. 86846V108		Schedule 13G		Page 1 of 10


1	Names of Reporting Persons Supernova Partners LLC
2	Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
3	SEC Use Only
4	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		5	Sole Voting Power 0
		6	Shared Voting Power 9,861,250
		7	Sole Dispositive Power 0
		8	Shared Dispositive Power 9,861,250
9	Aggregate Amount Beneficially Owned by Each Reporting Person 9,861,250
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable
11	Percent of Class Represented by Amount in Row 9 19.7%
12	Type of Reporting Person OO (Limited Liability Company)


CUSIP NO. 86846V108		Schedule 13G		Page 2 of 10


1	Names of Reporting Persons Spencer M. Rascoff
2	Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
3	SEC Use Only
4	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With		5	Sole Voting Power 0
		6	Shared Voting Power 9,861,250
		7	Sole Dispositive Power 0
		8	Shared Dispositive Power 9,861,250
9	Aggregate Amount Beneficially Owned by Each Reporting Person 9,861,250
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable
11	Percent of Class Represented by Amount in Row 9 19.7%
12	Type of Reporting Person IN


CUSIP NO. 86846V108		Schedule 13G		Page 3 of 10


1	Names of Reporting Persons Alexander Klabin
2	Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
3	SEC Use Only
4	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With		5	Sole Voting Power 0
		6	Shared Voting Power 9,861,250
		7	Sole Dispositive Power 0
		8	Shared Dispositive Power 9,861,250
9	Aggregate Amount Beneficially Owned by Each Reporting Person 9,861,250
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable
11	Percent of Class Represented by Amount in Row 9 19.7%
12	Type of Reporting Person IN


CUSIP NO. 86846V108		Schedule 13G		Page 4 of 10


1	Names of Reporting Persons Robert Reid
2	Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
3	SEC Use Only
4	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With		5	Sole Voting Power 0
		6	Shared Voting Power 9,861,250
		7	Sole Dispositive Power 0
		8	Shared Dispositive Power 9,861,250
9	Aggregate Amount Beneficially Owned by Each Reporting Person 9,861,250
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable
11	Percent of Class Represented by Amount in Row 9 19.7%
12	Type of Reporting Person IN


CUSIP NO. 86846V108		Schedule 13G		Page 5 of 10


1	Names of Reporting Persons Michael S. Clifton
2	Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
3	SEC Use Only
4	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With		5	Sole Voting Power 0
		6	Shared Voting Power 9,861,250
		7	Sole Dispositive Power 0
		8	Shared Dispositive Power 9,861,250
9	Aggregate Amount Beneficially Owned by Each Reporting Person 9,861,250
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable
11	Percent of Class Represented by Amount in Row 9 19.7%
12	Type of Reporting Person IN


CUSIP NO. 86846V108		Schedule 13G		Page 6 of 10

ITEM 1.

(a) Name of Issuer:

Supernova Partners Acquisition Company, Inc. (the “Issuer”).

(b)

Address of Issuer’s Principal Executive Offices:

4301 50th Street NW, Suite 300, PMB 1044, Washington, D.C. 20016.

ITEM 2.

(a) Name of Person Filing:

Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:

Supernova Partners LLC (“Sponsor”);

Spencer M. Rascoff;

Alexander Klabin;

Robert Reid; and

Michael S. Clifton.

(b)

Address or Principal Business Office:

The principal business address of each of the Reporting Persons is C/O Supernova Partners Acquisition Co. Inc. 4302 50th Street NW, Suite 300, PMB 1044, Washington, D.C. 20016.

(c)

Citizenship of each Reporting Person is:

Sponsor is organized under the laws of the state of Delaware. Each of the other Reporting Persons are citizens of the United States.

(d)

Title of Class of Securities:

Class A common stock, par value $0.0001 per share (“Common Stock”).

(e)

CUSIP Number:

86846V108

ITEM 3.

Not applicable.


CUSIP NO. 86846V108		Schedule 13G		Page 7 of 10

ITEM 4.

Ownership.

(a-c)

The ownership information presented below represents beneficial ownership of Common Stock of the Issuer as of December 31, 2020, based upon 40,250,000 shares of Common Stock outstanding as of December 4, 2020 based on the quarterly report on Form 10-Q filed with the Securities and Exchange Commission on December 4, 2020.


Reporting Person	Amount beneficially owned		Percent of class:			Sole power to vote or to direct the vote:		Shared power to vote or to direct the vote:		Sole power to dispose or to direct the disposition of:		Shared power to dispose or to direct the disposition of:
Supernova Partners LLC		9,861,250		19.7	%		0		9,861,250		0		9,861,250
Spencer M. Rascoff		9,861,250		19.7	%		0		9,861,250		0		9,861,250
Alexander Klabin		9,861,250		19.7	%		0		9,861,250		0		9,861,250
Robert Reid		9,861,250		19.7	%		0		9,861,250		0		9,861,250
Michael S. Clifton		9,861,250		19.7	%		0		9,861,250		0		9,861,250

Sponsor is the record holder of 9,861,250 shares of Class B Common Stock of the Issuer. The Class B Common Stock is convertible into Common Stock on a one-for-one basis at the option of the holder thereof.

Sponsor is governed by a board of managers consisting of Messrs. Rascoff, Klabin, Reid, and Clifton. As a result, each of Messrs. Rascoff, Klabin, Reid, and Clifton may be deemed to share beneficial ownership of the shares of Common Stock owned by Sponsor.

ITEM 5.

Ownership of Five Percent or Less of a Class.

Not applicable.

ITEM 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

ITEM 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

ITEM 8.

Identification and Classification of Members of the Group.

Not applicable.


CUSIP NO. 86846V108		Schedule 13G		Page 8 of 10

ITEM 9.

Notice of Dissolution of Group.

Not applicable.

ITEM 10.

Certification.

Not applicable.


CUSIP NO. 86846V108		Schedule 13G		Page 9 of 10

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: January 26, 2021


Supernova Partners LLC

By:		/s/ Michael S. Clifton
Name:		Michael S. Clifton
Title:		Manager



Spencer M. Rascoff

/s/ Michael S. Clifton, Attorney-in-Fact

Alexander M. Klabin

/s/ Michael S. Clifton, Attorney-in-Fact

Robert D. Reid

/s/ Michael S. Clifton, Attorney-in-Fact

Michael S. Clifton

/s/ Michael S. Clifton


CUSIP NO. 86846V108		Schedule 13G		Page 10 of 10

LIST OF EXHIBITS


Exhibit No.		Description

24.1		Power of Attorney for Spencer M. Rascoff

24.2		Power of Attorney for Alexander M. Klabin

24.3		Power of Attorney for Robert D. Reid

99.1		Joint Filing Agreement.

EX-24.1 2 d108043dex241.htm EX-24.1 EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

With respect to holdings of and transactions in securities issued by Supernova Partners Acquisition Company, Inc. (the “Company”), the undersigned hereby constitutes and appoints the individuals named on Schedule A attached hereto and as may be amended from time to time, or any of them signing singly, with full power of substitution and resubstitution, to act as the undersigned’s true and lawful attorney-in-fact to:

execute for and on behalf of the undersigned, Schedules 13D and 13G in accordance with Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder, and Forms 3, 4, and 5 in accordance with Section 16 of the Exchange Act and the rules thereunder;

do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13D or 13G or Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such schedule or form with the SEC and any stock exchange or similar authority; and

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution and resubstitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorneys-in-fact substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.

The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 13 and Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedule 13D and 13G and Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 5th day of October, 2020.

/s/ Spencer M. Rascoff

Spencer M. Rascoff

Schedule A

Individuals Appointed as Attorney-in-Fact with Full Power of Substitution and Resubstitution

1.	Michael S. Clifton

EX-24.2 3 d108043dex242.htm EX-24.2 EX-24.2

Exhibit 24.2

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 5th day of October, 2020.

/s/ Alexander M. Klabin

Alexander M. Klabin

Schedule A

Individuals Appointed as Attorney-in-Fact with Full Power of Substitution and Resubstitution

1.	Michael S. Clifton

EX-24.3 4 d108043dex243.htm EX-24.3 EX-24.3

Exhibit 24.3

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 5th day of October, 2020.

/s/ Robert D. Reid

Robert D. Reid

Schedule A

Individuals Appointed as Attorney-in-Fact with Full Power of Substitution and Resubstitution

1.	Michael S. Clifton

EX-99.1 5 d108043dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13G. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 26^th day of January, 2021.


Supernova Partners LLC

By:		/s/ Michael S. Clifton
Name:		Michael S. Clifton
Title:		Manager


Spencer M. Rascoff

/s/ Michael S. Clifton, Attorney-in-Fact

Alexander M. Klabin

/s/ Michael S. Clifton, Attorney-in-Fact

Robert D. Reid

/s/ Michael S. Clifton, Attorney-in-Fact

Michael S. Clifton

/s/ Michael S. Clifton