Sec Form 13D Filing - FINN BRIAN D filing for PALLADYNE AI CORP COM (PDYN) - 2021-10-04

*

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 disclosures provided in a prior cover page.

CUSIP No. 80359A106

(1)

Name of Reporting Persons:

Brian D. Finn

(2)

Check the Appropriate Box if a Member of a Group (See Instructions):

(a) ☐ (b) ☐  

(3)

SEC Use Only:

(4)

Source of Funds (See Instructions):

OO

(5)

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

☐

(6)

Citizenship or Place of Organization:

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

(7)

Sole Voting Power

12,026,825^{(1), (2)}

(8)

Shared Voting Power

8,942,957⁽¹⁾

(9)

Sole Dispositive Power

12,026,825^{(1), (2)}

(10)

Shared Dispositive Power

8,942,957⁽¹⁾

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person:

20,969,782^{(1), (2)}

(12)

&# xA0;

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

☐

(13)

Percent of Class Represented by Amount in Row (11):

Approximately 14.1%⁽³⁾

(14)

Type of Reporting Person (See Instructions):

IN

(1)

The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of this Schedule 13D or for any other purpose.

(2)

Includes 5,970,684 shares of Common Stock underlying the 5,970,684 private placement warrants of the Company (“Private Warrants”) issued to Rotor Sponsor LLC, a Delaware limited liability company (“Sponsor”) pursuant to that certain Warrant Agreement, by and between Sponsor and the Company, dated January 14, 2021 (“Warrant Agreement”). The Private Warrants may be exercised into an equivalent number of shares of Common Stock at an exercise price of $11.50 per share. The Private Warrants may not be exercised until January 14, 2022 (the one year anniversary of the Company’s initial public offering). The shares of Common Stock underlying the Private Warrants are not exercisable within 60 days of the date of this Schedule 13D, are not considered outstanding and beneficially owned by the person holding such Private Warrants for the purpose of computing the percentage ownership of that person, and are not treated as outstanding for the purpose of computing the percentage ownership of any other person; however, for purposes of this Schedule 13D we have included such underlying shares of Common Stock in such beneficial ownership calculations.

(3)

Based on 148,689,181 shares of Common Stock outstanding, equal to the 142,718,497 shares of Common Stock outstanding as of September 24, 2021, as reported in the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 30, 2021, plus the 5,970,684 shares of Common Stock that underly the 5,970,684 Private Warrants held by Sponsor.

CUSIP No. 80359A106

(1)

Name of Reporting Persons:

Rotor Sponsor LLC

(2)

Check the Appropriate Box if a Member of a Group (See Instructions):

(a) ☐ (b) ☐

(3)

SEC Use Only:

(4)

Source of Funds (See Instructions):

OO

(5)

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

☐

(6)

Citizenship or Place of Organization:

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

(7)

Sole Voting Power

11,642,852^{(1), (2)}

(8)

Shared Voting Power

0

(9)

Sole Dispositive Power

11,642,852^{(1), (2)}

(10)

Shared Dispositive Power

0

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person:

11,642,852^{(1), (2)}

(12)

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

☐

(13)

Percent of Class Represented by Amount in Row (11):

Approximately 7.8%⁽³⁾

(14)

Type of Reporting Person (See Instructions):

OO

(1)

The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of this Schedule 13D or for any other purpose.

(2)

Includes 5,970,684 shares of Common Stock underlying the 5,970,684 Private Warrants issued to Sponsor pursuant to the Warrant Agreement. The Private Warrants may be exercised into an equivalent number of shares of Common Stock at an exercise price of $11.50 per share. The Private Warrants may not be exercised until January 14, 2022 (the one year anniversary of the Company’s initial public offering). The shares of Common Stock underlying the Private Warrants are not exercisable within 60 days of the date of this Schedule 13D, are not considered outstanding and beneficially owned by the person holding such Private Warrants for the purpose of computing the percentage ownership of that person, and are not treated as outstanding for the purpose of computing the percentage ownership of any other person; however, for purposes of this Schedule 13D we have included such underlying shares of Common Stock in such beneficial ownership calculations.

(3)

Based on 148,689,181 shares of Common Stock outstanding, equal to the 142,718,497 shares of Common Stock outstanding as of September 24, 2021, as reported in the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 30, 2021, plus the 5,970,684 shares of Common Stock that underly the 5,970,684 Private Warrants held by Sponsor.

CUSIP No. 80359A106

(1)

Name of Reporting Persons:

Rotor-Sarcos, LLC

(2)

Check the Appropriate Box if a Member of a Group (See Instructions):

(a) ☐ (b) ☐

(3)

SEC Use Only:

(4)

Source of Funds (See Instructions):

OO

(5)

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

☐

(6)

Citizenship or Place of Organization:

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

(7)

Sole Voting Power

0

(8)

Shared Voting Power

8,942,957⁽¹⁾

(9)

Sole Dispositive Power

0

(10)

Shared Dispositive Power

8,942,957⁽¹⁾

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person:

8,942,957⁽¹⁾

(12)

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

☐

(13)

Percent of Class Represented by Amount in Row (11):

Approximately 6.3%⁽²⁾

(14)

Type of Reporting Person (See Instructions):

OO

(1)

The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of this Schedule 13D or for any other purpose.

(2)

Based on 142,718,497 shares of Common Stock outstanding as of September 24, 2021, as reported in the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 30, 2021.

CUSIP No. 80359A106

(1)

Name of Reporting Persons:

Marstar Investments LLC

(2)

Check the Appropriate Box if a Member of a Group (See Instructions):

(a) ☐ (b) ☐

(3)

SEC Use Only:

(4)

Source of Funds (See Instructions):

OO

(5)

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

☐

(6)

Citizenship or Place of Organization:

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

(7)

Sole Voting Power

371,473⁽¹⁾

(8)

Shared Voting Power

0⁾

(9)

Sole Dispositive Power

371,473⁽¹⁾

(10)

Shared Dispositive Power

0

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person:

371,473⁽¹⁾

(12)

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

☐

(13)

Percent of Class Represented by Amount in Row (11):

Approximately 0.3%⁽²⁾

(14)

Type of Reporting Person (See Instructions):

OO

(1)

The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of this Schedule 13D or for any other purpose.

(2)

Based on 142,718,497 shares of Common Stock outstanding as of September 24,2021, as reported in the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 30, 2021.

CUSIP No. 80359A106

(1)

Name of Reporting Persons:

Gee Jay LLC

(2)

Check the Appropriate Box if a Member of a Group (See Instructions):

(a) ☐ (b) ☐

(3)

SEC Use Only:

(4)

Source of Funds (See Instructions):

OO

(5)

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

☐

(6)

Citizenship or Place of Organization:

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

(7)

Sole Voting Power

12,500^{(1), (2)}

(8)

Shared Voting Power

0

(9)

Sole Dispositive Power

12,500^{(1), (2)}

(10)

Shared Dispositive Power

0

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person:

12,500⁽¹⁾

(12)

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

☐

(13)

Percent of Class Represented by Amount in Row (11):

Approximately 0% ⁽²⁾

(14)

Type of Reporting Person (See Instructions):

OO

(1)

The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of this Schedule 13D or for any other purpose.

(2)

Based on 142,718,497 shares of Common Stock outstanding as of September 24,2021, as reported in the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 30, 2021.

(a)

This Schedule 13D is being filed by Brian D. Finn, an individual (“Mr. Finn”), Sponsor, Rotor-Sarcos, LLC, a Delaware limited liability company (“Rotor-Sarcos”), Marstar Investments LLC, a Delaware limited liability company (“Marstar”), Gee Jay LLC, a Delaware limited liability company (“Gee Jay”, and collectively with Mr. Finn, Sponsor, Rotor-Sarcos and Marstar, the “Reporting Persons”).

(b)

The principal business of each of the Reporting Persons is 405 Lexington Avenue, New York, New York, 10174.

(c)

The Reporting Persons are principally engaged in the business of investments in securities. The principal purpose of Sponsor is to hold shares of Common Stock and Private Warrants in the Company. The principal purpose of Rotor-Sarcos is investment in securities. The principal purpose of Marstar is investment in securities. The principal purpose of Gee Jay is investment in securities. The principal purpose of Mr. Finn is to serve as a director of the Company and to manage Sponsor, Rotor-Sarcos, Marstar and Gee Jay.

(d)

During the last five years, none of the Reporting Persons has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)

During the last five years, none of the Reporting Persons 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 activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)

Each of the Reporting Persons that are entities are organized under the laws of Delaware. Mr. Finn is a United States citizen.

•

5,672,168 shares of Common Stock held by Sponsor were acquired in connection with the formation of the Company for a capital contribution of $25,000, following the forfeiture of 437,448 shares in connection with the Closing.

•

5,970,684 shares of Common Stock that underly the 5,970,684 Private Warrants held by Sponsor were acquired pursuant to the Warrant Agreement for an aggregate purchase price of $1.00 per Private Warrant, following the forfeiture of 460,470 Private Warrants in connection with the Closing. Each Private Warrant is exercisable for one share of Common Stock at an exercise price of $11.50 per share.

•

8,942,957 shares of Common Stock held by Rotor-Sarcos were acquired pursuant to the Merger Agreement in exchange for all of Rotor-Sarcos’ Old Sarcos Common Stock in connection with the Closing.

•

130,000 shares of Common Stock held by Marstar were acquired pursuant to that certain subscription agreement entered into with the Company on April 5, 2021 (the “Marstar Subscription Agreement”) for an aggregate purchase price of $1,300,000.

•

241,473 shares of Common Stock held by Marstar were acquired pursuant to the Merger Agreement in exchange for all of Marstar’s Old Sarcos Common Stock in connection with the Closing.

•

12,500 shares of Common Stock held by Gee Jay were acquired pursuant to that certain subscription agreement entered into with the Company on April 5, 2021 (the “Gee Jay Subscription Agreement” and, together with the Marstar Subscription Agreement, the “Subscription Agreements”) for an aggregate purchase price of $125,000.  

Reporting Persons

Beneficial
Ownership
(Shared Voting and
Dispositive
Power)⁽¹⁾

Percentage
of Class
Beneficially
Owned

Rotor Sponsor LLC⁽²⁾

11,642,852

7.8

%

Rotor-Sarcos, LLC⁽³⁾

8,942,957

6.3

%

Marstar Investments LLC⁽³⁾

371,473

*

%

Gee Jay LLC⁽³⁾

12,500

*

%

Brian D. Finn⁽²⁾

                 20,969,782

14.1

%

*

Represents less than 1%

(1)

The Warrants included herein may not be exercised until January 14, 2022 (the one year anniversary of the Company’s initial public offering). The shares of Common Stock underlying the Warrants are not exercisable within 60 days of the date of this Schedule 13D, are not considered outstanding and beneficially owned by the person holding such Private Warrants for the purpose of computing the percentage ownership of that person, and are not treated as outstanding for the purpose of computing the percentage ownership of any other person; however, for purposes of this Schedule 13D we have included such underlying shares of Common Stock in such beneficial ownership calculations.

(2)

Based on 148,689,181 shares of Common Stock, equal to the 142,718,497 shares of Common Stock outstanding as of September 24,2021, as reported in the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 30, 2021, plus the 5,970,684 shares of Common Stock that underly the 5,970,684 Private Warrants held by Sponsor.

(3)

Based on 142,718,497 shares of Common Stock outstanding as of September 24,2021, as reported in the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 30, 2021.

(c)

None of the Reporting Persons has engaged in any transaction in shares of Common Stock in the 60 days prior to the filing of this Schedule 13D other than as described in Item 3 hereof.

(d)

None.

(e)

Not applicable

7.1

Joint Filing Agreement, dated October 4, 2021.

7.2

Letter Agreement, dated January 14, 2021, by and between the Company and Sponsor (incorporated by reference to Exhibit 10.1.1 of the Company’s Registration Statement on Form S-1, filed with the SEC on December 30, 2020.

7.3

Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.7 of the Company’s Current Report on Form 8-K, filed with the SEC on September 30, 2021).

7.4

Form of Subscription Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the SEC on September 30, 2021).

7.5

Form of Lock-up Agreement, by and among the Company, Sarcos and certain stockholders of Sarcos (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K, filed with the SEC on September 30, 2021).

ROTOR SPONSOR LLC

By:

/s/ Brian D. Finn

Name:

Brian D. Finn

Title:

Managing Member

ROTOR-SARCOS, LLC

By:

/s/ Brian D. Finn

Name:

Brian D. Finn

Title:

Manager

MARSTAR INVESTMENTS LLC

By:

/s/ Brian D. Finn

Name:

Brian D. Finn

Title:

Administrator

GEE JAY LLC

By:

/s/ Brian D. Finn

Name:

Brian D. Finn

Title:

Trustee

By:

/s/ Brian D. Finn

Name:

Brian D. Finn