Sec Form 13G Filing - Rodgers Thurman J filing for Complete Solaria Inc. (CSLR) - 2023-07-31

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.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.    )*

 

 

Complete Solaria, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

20460L104

(CUSIP Number)

July 18, 2023

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

 

*

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 the disclosures provided in a prior cover page.

The information required in 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).

 

 

 


CUSIP No. 20460L104    Page 2 of 11

 

 

  1.    

  Names of Reporting Persons

 

  Rodgers, Thurman J.

  2.  

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

  (a)  ☐        (b)  ☐

 

  3.  

  SEC Use Only

 

  4.  

  Citizenship or Place of Organization

 

  United States

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

   5.    

  Sole Voting Power

 

  11,607 (1)

   6.  

  Shared Voting Power

 

  7,070,580 (2)

   7.  

  Sole Dispositive Power

 

  11,607 (1)

   8.  

  Shared Dispositive Power

 

  7,070,580 (2)

  9.    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  7,082,187

10.  

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

  ☐

11.  

  Percent of Class Represented by Amount in Row (9)

 

  15.9% (3)

12.  

  Type of Reporting Person (See Instructions)

 

  IN

 

(1)

Includes 2,765 shares of Common Stock issuable upon the exercise of warrants held by the Reporting Person.

(2)

Consists of (i) 5,863,367 shares of Common Stock held by Rodgers Massey Revocable Living Trust, of which the Reporting Person is a trustee and (ii) 485,562 shares of Common Stock held by Rodgers Capital, LLC, of which the Reporting Person is a manager, plus 569,770 and 151,881 shares, respectively, of Common Stock issuable upon the exercise of warrants.

(3)

This percentage is calculated based on 43,779,577 shares of Common Stock issued and outstanding as of July 18, 2023, as provided by the Issuer.


CUSIP No. 20460L104    Page 3 of 11

 

 

  1.    

  Names of Reporting Persons

 

  Rodgers Capital, LLC

  2.  

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

  (a)  ☐         (b)  ☐

 

  3.  

  SEC Use Only

 

  4.  

  Citizenship or Place of Organization

 

  California

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

   5.    

  Sole Voting Power

 

  0

   6.  

  Shared Voting Power

 

  637,443 (1)

   7.  

  Sole Dispositive Power

 

  0

   8.  

  Shared Dispositive Power

 

  637,443 (1)

  9.    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  637,443

10.  

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

  ☐

11.  

  Percent of Class Represented by Amount in Row (9)

 

  1.5% (2)

12.  

  Type of Reporting Person (See Instructions)

 

  OO

 

(1)

Includes 151,881 shares of Common Stock issuable upon the exercise of warrants held by the Reporting Person.

(2)

This percentage is calcul ated based on 43,779,577 shares of Common Stock issued and outstanding as of July 18, 2023, as provided by the Issuer.


CUSIP No. 20460L104    Page 4 of 11

 

 

  1.    

  Names of Reporting Persons

 

  Rodgers Massey Revocable Living Trust

  2.  

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

  (a)  ☐         (b)  ☐

 

  3.  

  SEC Use Only

 

  4.  

  Citizenship or Place of Organization

 

  California

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

   5.    

  Sole Voting Power

 

  0

   6.  

  Shared Voting Power

 

  6,433,137 (1)

   7.  

  Sole Dispositive Power

 

  0

   8.  

  Shared Dispositive Power

 

  6,433,137 (1)

  9.    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  6,433,137

10.  

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

  ☐

11.  

  Percent of Class Represented by Amount in Row (9)

 

  14.5% (2)

12.  

  Type of Reporting Person (See Instructions)

 

  OO

 

(1)

Includes 569,770 shares of Common Stock issuable upon the exercise of warrants held by the Reporting Person.

(2)

This percentage is calculated based on 43,779,577 shares of Common Stock issued and outstanding as of July 18, 2023, as provided by the Issuer.


CUSIP No. 20460L104    Page 5 of 11

 

Item 1.

   (a)   

Name of Issuer

 

Complete Solaria, Inc.

   (b)   

Address of Issuer’s Principal Executive Offices

 

45700 Northport Loop East

Fremont, CA 94538

Item 2.

  

(a)

  

Name of Person Filing

 

Thurman J. Rodgers

Rodgers Capital, LLC

Rodgers Massey Revocable

   (b)   

Address of Principal Business Office or, if none, Residence

 

The address of Thurman J. Rodgers, Rodgers Capital, LLC and Rodgers Massey Revocable Living Trust is:

 

575 Eastview Way, Woodside, CA 94062

   (c)   

Citizenship

 

See Row 4 of the cover page for each Reporting Person.

   (d)   

Title of Class of Securities

 

Common Stock, $0.0001 par value

   (e)   

CUSIP Number

 

20460L104

Item 3.

  

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

  

Not applicable

Item 4.

  

Ownership

  

(a)

  

Amount beneficially owned as of July 18, 2023:

     

Thurman J. Rodgers

  

7,082,187

     

Rodgers Capital, LLC

  

637,443

     

Rodgers Massey Revocable Living Trust

  

6,433,137

  

(b)

  

Percent of class as of July 18, 2023:

     

Thurman J. Rodgers

  

15.9% (1)


CUSIP No. 20460L104    Page 6 of 11

 

         

Rodgers Capital, LLC

  

1.5% (1)

         

Rodgers Massey Revocable Living Trust

  

14.5% (1)

     (c)    Number of shares as to which the person has as of July 18, 2023:
          (i) Sole power to vote or to direct the vote:
         

Thurman J. Rodgers

  

11,607

         

Rodgers Capital, LLC

  

0

         

Rodgers Massey Revocable Living Trust

  

0

          (ii) Shared power to vote or to direct the vote:
         

Thurman J. Rodgers

  

7,070,580

         

Rodgers Capital, LLC

  

637,443

         

Rodgers Massey Revocable Living Trust

  

6,433,137

          (iii) Sole power to dispose or to direct the disposition of:
         

Thurman J. Rodgers

  

11,607

         

Rodgers Capital, LLC

  

0

         

Rodgers Massey Revocable Living Trust

  

0

          (iv) Shared power to dispose or to direct the disposition of:
         

Thurman J. Rodgers

  

7,070,580

         

Rodgers Capital, LLC

  

637,443

         

Rodgers Massey Revocable Living Trust

  

6,433,137

(1)   This percentage is calculated based on 43,779,577 shares of Common Stock issued and outstanding as of July 18, 2023, as provided by the Issuer.

Item 5.    Ownership of Five Percent or Less of a Class
     If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following  ☐
Item 6.    Ownership of More than Five Percent on Behalf of Another Person
     Not applicable
Item 7.    Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
     Not applicable


CUSIP No. 20460L104    Page 7 of 11

 

Item 8.

  

Identification and Classification of Members of the Group

  

Not applicable

Item 9.

  

Notice of Dissolution of Group

  

Not applicable

Item 10.

  

Certification

     By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or
effect.


CUSIP No. 20460L104    Page 8 of 11

 

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.

Dated: July 31, 2023

 

Thurman J. Rodgers

 

/s/ Matt Hemington

Matt Hemington, Attorney-in-fact

 

Rodgers Massey Revocable Living Trust

By:

 

/s/ Thurman J. Rodgers

Name: Thurman J. Rodgers

Title: Trustee

Rodgers Capital, LLC

By:

 

/s/ Thurman J. Rodgers

Name: Thurman J. Rodgers

Its: Manager


CUSIP No. 20460L104    Page 9 of 11

 

EXHIBITS

 

A:

Joint Filing Agreement

 

B:

Power of Attorney for Thurman J. Rodgers