Sec Form 4 Filing - Eclipse Continuity GP I, LLC @ Owlet, Inc. - 2024-08-20

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Eclipse Continuity GP I, LLC
2. Issuer Name and Ticker or Trading Symbol
Owlet, Inc. [ OWLT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
514 HIGH STREET, SUITE 4
3. Date of Earliest Transaction (MM/DD/YY)
08/20/2024
(Street)
PALO ALTO, CA94301
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common Stock 968,694 I See footnote ( 1 )
Common Stock 1,066,472 I See footnote ( 2 )
Common Stock 08/20/2024 C 1,766,763 ( 3 ) A $ 0 1,766,763 I See footnote ( 4 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Preferred Stock $ 0 ( 3 ) 08/20/2024 C 12,120 ( 3 ) 02/17/2023 ( 5 ) Common Stock 1,766,763 $ 1,000 ( 3 ) 8,080 I See footnote ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Eclipse Continuity GP I, LLC
514 HIGH STREET, SUITE 4
PALO ALTO, CA94301
X
Eclipse Early Growth Fund I, L.P.
514 HIGH STREET, SUITE 4
PALO ALTO, CA94301
X
Eclipse Early Growth GP I, LLC
514 HIGH STREET, SUITE 4
PALO ALTO, CA94301
X
Eclipse Continuity Fund I, L.P.
514 HIGH STREET, SUITE 4
PALO ALTO, CA94301
X
Eclipse Ventures GP I, LLC
514 HIGH STREET, SUITE 4
PALO ALTO, CA94301
X
Eclipse Ventures Fund I, L.P.
514 HIGH STREET, SUITE 4
PALO ALTO, CA94301
X
Signatures
Eclipse Early Growth Fund I, L.P., by: Eclipse Early Growth GP I LLC, its General Partner, /s/ Lior Susan, Managing Member 08/22/2024
Signature of Reporting Person Date
Eclipse Early Growth GP I LLC, by /s/ Lior Susan, Managing Member 08/22/2024
Signature of Reporting Person Date
Eclipse Continuity GP I, LLC, /s/ Lior Susan, Managing Member 08/22/2024
Signature of Reporting Person Date
Eclipse Continuity Fund I, L.P., By: Eclipse Continuity GP I, LLC, its General Partner, /s/ Lior Susan, Managing Member 08/22/2024
Signature of Reporting Person Date
Eclipse Ventures GP I, LLC, /s/ Lior Susan, Managing Member 08/22/2024
Signature of Reporting Person Date
Eclipse Ventures Fund I, L.P., By: Eclipse Ventures GP I, LLC, its General Partner, /s/ Lior Susan, Managing Member 08/22/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares of Class A common stock, par value $0.0001 per share (the "Common Stock"), of the Issuer are held of record by Eclipse Ventures Fund I, L.P. ("Eclipse I"). Eclipse Ventures GP I, LLC ("Eclipse I GP") is the general partner of Eclipse I and may be deemed to have voting and dispositive power over the shares held by Eclipse I. Lior Susan, a member of the Issuer's board of directors, is the sole managing member of Eclipse I GP and may be deemed to have voting and dispositive power over the shares held by Eclipse I. Eclipse I GP and Mr. Susan disclaim beneficial ownership of the shares held by Eclipse I except to the extent of their respective pecuniary interests therein, if any.
( 2 )The shares of Common Stock are held of record by Eclipse Continuity Fund I, L.P. ("Eclipse Continuity I"). Eclipse Continuity GP I, LLC ("Eclipse Continuity GP") is the general partner of Eclipse Continuity I and may be deemed to have voting and dispositive power over the shares held by Eclipse Continuity I. Mr. Susan, a member of the Issuer's board of directors, is the sole managing member of Eclipse Continuity GP and may be deemed to have voting and dispositive power over the shares held by Eclipse Continuity I. Eclipse Continuity GP and Mr. Susan disclaim beneficial ownership of the shares held by Eclipse Continuity I except to the extent of their respective pecuniary interests therein, if any.
( 3 )On August 20, 2024, Eclipse Early Growth Fund I, L.P. ("Eclipse EGF I") converted 12,120 shares of Series A Convertible Preferred Stock of the Issuer at an exchange ratio of 145.7726, pursuant to the terms and conditions of the Investment Agreement (Excluded Investors), dated February 17, 2023, by and among the Issuer, Eclipse EGF I and the other parties thereto. The number of shares and exchange ratio have been adjusted to reflect the 1-for-14 reverse stock split the Issuer completed on July 7, 2023.
( 4 )The shares of Common Stock are held of record by 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 EG 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.
( 5 )The Series A Convertible Preferred Stock does not have an expiration date.

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