Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Dave Inc. (Name of Issuer) |
Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) |
23834J102 (CUSIP Number) |
Jason Wilk c/o Dave Inc., 1265 South Cochran Avenue Los Angeles, CA, 90019 (844) 857-3283 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/14/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on 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).
SCHEDULE 13D
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| CUSIP No. | 23834J102 |
| 1 |
Name of reporting person
Jason Wilk | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
1,627,661.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
12.43 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
Dave Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
1265 South Cochran Avenue, Los Angeles,
CALIFORNIA
, 90019. | |
Item 1 Comment:
Explanatory Note - This Amendment No. 1 ("Amendment No. 1") amends and supplements the statement on Schedule 13D filed on January 26, 2022 (the "Schedule 13D"). Except as set forth herein, this Amendment No. 1 does not modify any of the information previously reported in the Schedule 13D. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.This Amendment No. 1 is being filed to report that on March 14, 2025, the Reporting Person entered into
a 10b5-1 trading plan (the "Plan") intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following:On March 14, 2025, the Reporting Person entered into the Plan. The Plan provides for the sale of up to an aggregate of 173,218 shares of Class A Common Stock (inclusive of (i) 100,000 shares of Class V Common Stock that are convertible into shares of Class A Common Stock and (ii) shares of Class A Common Stock underlying RSUs expected to vest on June 1, 2025), subject to certain conditions and restrictions, including price- and volume-based parameters. The Plan terminates on the earlier of (i) the close of trading on December 10, 2025, (ii) promptly after the date on which the plan administrator receives notice from the Reporting person of the termination of the Plan, (iii) upon reasonable determination by the plan administrator, or promptly upon the reasonable determination of the Reporting Person and notice to the plan administrator, that the Plan does not comply with Rule 10b5-1, (iv) promptly after the date the plan administrator is notified of the death, dissolution, bankruptcy or insolvency of the Reporting Person, (v) immediately in the event that the Reporting Person fails to satisfy the delivery requirements under the Plan or (vi) the date that the aggregate number of shares of Class A Common Stock to be sold pursuant to the Plan have been sold.The above description of the Plan does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, which is filed as an exhibit hereto and incorporated herein by reference. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Items 5(a)-(b) of the Schedule 13D are hereby amended and restated as follows:The Reporting Person has beneficial ownership of 1,627,661 shares of Class A Common Stock, which consists of (i) 1,514,082 shares of Class A Common Stock issuable upon conversion of the Reporting Person's shares of Class V Common Stock and (ii) 113,579 shares of Class A Common Stock. The percentage of beneficial ownership is approximately 12.43% of the outstanding shares of Class A Common Stock. The percentage was calculated based on (a) 11,580,041 shares of Class A Common Stock outstanding, as disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2024 filed by the Company with the Securities and Exchange Commission on March 4, 2025, and (b) 1,514,082 shares of Class V Common Stock held by the Reporting Person. | |
| (b) | The information set forth in rows 7 through 10 of the cover page to this Schedule 13D is incorporated by reference. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following:The information in Item 4 of this Schedule 13D is hereby incorporated by reference into this Item 6. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 3: Rule 10b5-1 Trading Plan of Jason Wilk, dated March 14, 2025 | ||
| 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.
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