09/10/2024 | Press release | Distributed by Public on 09/10/2024 15:18
FORM 4
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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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1. Title of Derivate Security | 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 | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security | 8. Price of Derivative Security | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) | 11. Nature of Indirect Beneficial Ownership |
Code | V | (A) | (D) | Date Exercisable | Expriation Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Andreessen Horowitz LSV Fund III, L.P. 2865 SAND HILL ROAD, SUITE 101 MENLO PARK, CA94025 |
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Andreessen Horowitz LSV Fund III-B, L.P. 2865 SAND HILL ROAD, SUITE 101 MENLO PARK, CA94025 |
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X |
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AH 2022 Annual Fund, L.P. 2865 SAND HILL ROAD, SUITE 101 MENLO PARK, CA94025 |
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X |
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AH Equity Partners LSV III, L.L.C. 2865 SAND HILL ROAD, SUITE 101 MENLO PARK, CA94025 |
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X |
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AH Equity Partners 2022 Annual Fund, L.L.C. 2865 SAND HILL ROAD, SUITE 101 MENLO PARK, CA94025 |
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X |
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Andreessen Horowitz LSV Fund III, L.P., By: AH Equity Partners LSV III, L.L.C., Its: General Partner, By: /s/ Phil Hathaway, Chief Operating Officer | 2024-09-10 |
**Signature of Reporting Person | Date |
Andreessen Horowitz LSV Fund III-B, L.P., By: AH Equity Partners LSV III, L.L.C., Its: General Partner, By: /s/ Phil Hathaway, Chief Operating Officer | 2024-09-10 |
**Signature of Reporting Person | Date |
AH 2022 Annual Fund, L.P., By: AH Equity Partners 2022 Annual Fund, L.L.C., Its: General Partner, By: /s/ Phil Hathaway, Chief Operating Officer | 2024-09-10 |
**Signature of Reporting Person | Date |
AH Equity Partners LSV III, L.L.C., By: /s/ Phil Hathaway, Chief Operating Officer | 2024-09-10 |
**Signature of Reporting Person | Date |
AH Equity Partners 2022 Annual Fund, L.L.C., By: /s/ Phil Hathaway, Chief Operating Officer | 2024-09-10 |
**Signature of Reporting Person | Date |
(*) | If the form is filed by more than one reporting person, see Instruction 5(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) | Promptly following the conversion of Class B Common Stock to Class A Common Stock of the Issuer, Andreessen Horowitz LSV Fund I, L.P. ("AH LSV I") plans to distribute in-kind on a pro-rata basis, without consideration, a total of 2,401,999 shares of Class A Common Stock of the Issuer to its general and limited partners. |
(2) | These shares are held of record by AH LSV I, for itself and as nominee for Andreessen Horowitz LSV Fund I-B, L.P. and Andreessen Horowitz LSV Fund I-Q, L.P. (collectively, the "AH LSV Fund I Entities"). AH Equity Partners LSV I, L.L.C. ("AH EP LSV I"), the general partner of the AH LSV Fund I Entities, may be deemed to have sole voting and dispositive power over the shares held by the AH LSV Fund I Entities. Marc Andreessen and Benjamin Horowitz are the managing members of AH EP LSV I and may be deemed to have shared voting and dispositive power over the shares held by the AH LSV Fund I Entities. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH LSV Fund I Entities and this report shall not be deemed an admission that such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any. |
(3) | Promptly following the conversion of Class B Common Stock to Class A Common Stock of the Issuer, Andreessen Horowitz Fund IV, L.P. ("AH IV") plans to distribute in-kind on a pro-rata basis, without consideration, a total of 10,949,016 shares of Class A Common Stock of the Issuer to its general and limited partners. |
(4) | These shares are held of record by AH IV, for itself and as nominee for Andreessen Horowitz Fund IV-A, L.P., Andreessen Horowitz Fund IV-B, L.P., and Andreessen Horowitz Fund IV-Q, L.P. (collectively, the "AH Fund IV Entities"). AH Equity Partners IV, L.L.C. ("AH EP IV"), the general partner of the AH Fund IV Entities, may be deemed to have sole voting and dispositive power over the shares held by the AH Fund IV Entities. Marc Andreessen and Benjamin Horowitz are the managing members of AH EP IV and may be deemed to have shared voting and dispositive power over the shares held by the AH Fund IV Entities. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH Fund IV Entities and this report shall not be deemed an admission that such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any. |
(5) | Promptly following the conversion of Class B Common Stock to Class A Common Stock of the Issuer, AH Parallel Fund IV, L.P. ("AH Parallel IV") plans to distribute in-kind on a pro-rata basis, without consideration, a total of 994,901 shares of Class A Common Stock of the Issuer to its general and limited partners. |
(6) | These shares are held of record by AH Parallel IV, for itself and as nominee for AH Parallel Fund IV-A, L.P., AH Parallel Fund IV-B, L.P., and AH Parallel Fund IV-Q, L.P. (collectively, the "AH Parallel Fund IV Entities"). AH Equity Partners IV (Parallel), L.L.C. ("AH EP IV Parallel"), the general partner of the AH Parallel Fund IV Entities, may be deemed to have sole voting and dispositive power over the shares held by the AH Parallel Fund IV Entities. |
(7) | (Continued from Footnote 6) Marc Andreessen and Benjamin Horowitz are the managing members of AH EP IV Parallel and may be deemed to have shared voting and dispositive power over the shares held by the AH Parallel Fund IV Entities. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH Parallel Fund IV Entities and this report shall not be deemed an admission that such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any. |
(8) | These shares are held of record by Andreessen Horowitz LSV Fund III, L.P. ("AH LSV Fund III"), for itself and as nominee for Andreessen Horowitz LSV Fund III-B, L.P. ("AH LSV Fund III-B") and AH 2022 Annual Fund, L.P. ("AH 2022 Annual" and together with AH LSV Fund III and AH LSV Fund III-B, the "AH LSV Fund III Entities"). AH Equity Partners LSV III, L.L.C. ("AH EP LSV III"), the general partner of AH LSV Fund III and AH LSV Fund III-B, may be deemed to have sole voting and dispositive power over the shares held by AH LSV Fund III and AH LSV Fund III-B. AH Equity Partners 2022 Annual Fund, L.L.C. ("AH EP 2022 Annual"), the general partner of AH 2022 Annual, may be deemed to have sole voting and dispositive power over the shares held by AH 2022 Annual. Marc Andreessen and Benjamin Horowitz are the managing members of AH EP LSV III and AH EP 2022 Annual and may be deemed to have shared voting and dispositive power over the shares held by the AH LSV Fund III Entities. |
(9) | (Continued from Footnote 8) Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH LSV Fund III Entities and this report shall not be deemed an admission that such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any. |
(10) | These shares are held of record by The 1997 Horowitz Family Trust, of which Benjamin Horowitz is a trustee. Each of the Reporting Persons disclaims the existence of a "group" and, other than Benjamin Horowitz, disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that any such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any. |
(11) | The Class B Common Stock is convertible at any time, at the holder's election, into Class A Common Stock on a 1:1 basis, and has no expiration date. |
(12) | These shares are held of record by AH Parallel Fund V, L.P., for itself and as nominee for AH Parallel Fund V-A, L.P., AH Parallel Fund V-B, L.P., and AH Parallel Fund V-Q, L.P. (collectively, the "AH Parallel Fund V Entities"). AH Equity Partners V (Parallel), L.L.C. ("AH EP V Parallel"), the general partner of the AH Parallel Fund V Entities, may be deemed to have sole voting and dispositive power over the shares held by the AH Parallel Fund V Entities. Marc Andreessen and Benjamin Horowitz are managing members of AH EP V Parallel and may be deemed to have shared voting and dispositive power over the shares held by the AH Parallel Fund V Entities. |
(13) | (Continued from Footnote 12) Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH Parallel Fund V Entities and this report shall not be deemed an admission that such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any. |