Trilogy Equity Partners Amends Owlet Stake

TL;DR

Trilogy Equity Partners filed an amendment (No. 2) on Feb 29, 2024, regarding their stake in Owlet, Inc. (OWLT).

AI Summary

Trilogy Equity Partners, LLC, through an amendment filed on February 29, 2024, reported a change in its beneficial ownership of Owlet, Inc. The filing indicates a shift in control or a significant stake, though specific share counts and dollar amounts are not detailed in this excerpt. The amendment number is 2, and the filing is made under the Securities Exchange Act of 1934.

Why It Matters

Changes in significant beneficial ownership filings like this can signal shifts in investor sentiment or potential strategic moves by major shareholders, impacting the stock's valuation.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D often indicate significant changes in a major shareholder's position, which can lead to increased stock volatility.

Key Numbers

• 2 — Amendment Number (Indicates this is not the initial filing and reflects changes.)

Key Players & Entities

• Trilogy Equity Partners, LLC (company) — Filing entity
• Owlet, Inc. (company) — Subject company
• Amy McCullough (person) — Authorized person to receive notices
• February 29, 2024 (date) — Filing date

FAQ

Key Financial Figures

• $0.0001 — suer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securiti
• $4 — 023 Warrant), with an exercise price of $4.662, purchased by the Reporting Person
• $7 — 024 Warrant), with an exercise price of $7.7125, purchased by the Reporting Person
• $9.25 million — nt), for an aggregate purchase price of $9.25 million. Pursuant to the 2024 Investment Agreem
• $2.286 million — nt), for an aggregate purchase price of $2.286 million. The 2024 Investment Agreement is filed
• $7.7125 — and an exercise price that is equal to $7.7125 per share. The 2024 Warrant also provid

Filing Documents

• d759270dsc13da.htm (SC 13D/A) — 48KB
• 0001193125-24-055975.txt ( ) — 49KB

is amended and replaced in its entirety as follows

Item 2 is amended and replaced in its entirety as follows: (a) This Schedule 13D is filed by Trilogy Equity Partners, LLC, a Delaware limited liability company (the Reporting Person). Amy McCullough, the President and a Manager of the Reporting Person, is currently a member of the board of directors of the Issuer (the Board) but is not deemed to beneficially own the securities held by the Reporting Person. The Reporting Person is managed by its Board of Managers. The name of each member of the Board of Managers and executive officer of the Reporting Person is set forth on Attachment A to this Schedule 13D. (b) The business address of the Reporting Person is c/o 155 108th Ave NE, Suite 400, Bellevue, WA 98004. (c) The Reporting Person is an early stage venture firm. (d) During the last five years, neither the Reporting Person nor any person named in Attachment A has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, neither the Reporting Person nor, to the knowledge of the Reporting Person, any person named in Attachment A has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activity subject to, federal or state securities laws or finding any violations with respect to such laws. Item3. Source and Amount of Funds or Other Consideration

of the Schedule 13D is amended and supplemented as follows

Item 3 of the Schedule 13D is amended and supplemented as follows: The information set forth in Item 6 of this Schedule 13D is incorporated by reference to this Item 3. Item4. Purpose of Transaction

of the Schedule 13D is amended and supplemented as follows

Item 4 of the Schedule 13D is amended and supplemented as follows: The information set forth in Item 5 and Item 6 of this Schedule 13D is incorporated by reference to this Item 4. Item5. Interest in Securities of the Issuer

is amended and replaced in its entirety as follows

Item 5 is amended and replaced in its entirety as follows: (a) The Reporting Person beneficially owns 2,493,225 shares of Common Stock, or approximately 23.9% of the outstanding Common Stock. This percentage is based on the assumption of (i) 8,568,796 shares of Common Stock outstanding as of November 10, 2023, as reported in the Issuers Form 10-Q filed with the SEC on November 14, 2023, (ii) 396,064 shares of Common Stock issuable upon the conversion of Series A Convertible Preferred Stock purchased by the Reporting Person pursuant to the 2023 Investment Agreement, (iii) 712,915 shares of Common Stock issuable upon the exercise of the 2023 Warrant purchased by the Reporting Person pursuant to the 2023 Investment Agreement and the 2023 Warrant, (iv) 296,401 shares of Common Stock issuable upon the conversion of Series B Convertible Preferred Stock purchased by the Reporting Person pursuant to the 2024 Investment Agreement, and (v) 444,601 shares of Common Stock issuable upon the exercise of the 2024 Warrant purchased by the Reporting Person pursuant to the 2024 Investment Agreement and the 2024 Warrant. The Reporting Person, has the sole power to vote and dispose, or direct the voting or disposition, of all shares of the Common Stock held by it. (b) Except as described herein, the Reporting Person has not effected any transactions in the Issuers Common Stock within the past 60 days and nor has any person listed on Attachment A effected any transactions in the Issuers Common Stock within the past 60 days. (c) Not applicable. (d) Not applicable. Item6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

of the Schedule 13D is amended and supplemented as follows

Item 6 of the Schedule 13D is amended and supplemented as follows: On February 25, 2024, the Issuer entered into an Investment Agreement (the 2024 Investment Agreement) with certain investors listed on Schedule 1 thereto (the Investors), pursuant to which the Issuer, on February 29, 2024, issued and sold to the Investors (i) an aggregate of 9,250 shares of the Issuers Series B Convertible Preferred Stock, par value $0.0001 per share (the Series B Preferred Stock) and (ii) warrants to purchase an aggregate of 1,799,021 shares of Common Stock (the warrants and each, a warrant), for an aggregate purchase price of $9.25 million. Pursuant to the 2024 Investment Agreement, the Reporting Person purchased (a) 2,286 shares of Series B Preferred Stock that are convertible into 296,401 shares of Common Stock and (b) a warrant to purchase 444,601 shares of Common Stock (the 2024 Warrant), for an aggregate purchase price of $2.286 million. The 2024 Investment Agreement is filed herewith as Exhibit A, and any description thereof is qualified in its entirety by reference thereto. The 2024 Warrant has a five-year term and an exercise price that is equal to $7.7125 per share. The 2024 Warrant also provides for an exercise on a cash or cashless net exercise basis at any time after the closing and will be automatically exercised on a cashless basis if not exercised prior to the expiration of the five-year term. Upon a fundamental change or other liquidation event, the 2024 Warrant will automatically net exercise if not exercised before the consummation of such event. The Form of Warrant is filed herewith as Exhibit B, and any description thereof is qualified in its entirety by reference thereto. Item7. Material to be Filed as Exhibits Exhibit A - Investment Agreement, dated February 25, 2024, by and among Owlet, Inc. and the investors listed on Schedule I thereto (incorporated by reference to Exhibit 10.1 of the Issuers Current Report on Form 8-K, filed with the SEC on Februa

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